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2200 - Phil Martin & Associates, Inc. - Land Use and Environmental Consulting ServicesMAYOR: SANDRA ARMENTA MAYOR PRO TEM: PGLLY Low COUNCIL MrMBERS: MARGARET CLARK SEAN DANG STEVEN LY March 18, 2021 Phil Martin & Associates, Inc. 1809 E. Dyer Road, Suite 301 Santa Ana, CA 92705 City of Wpsemead 8838 E. VALLEY BOULEVARD P.0 BOY 399 ROSEMEAD, CALIFORNIA 91770 TELEPHONE (626) 569-2100 FAX (626) 307-9218 RE: Professional Services Agreement for CEQA Analysis for a project located at 3001-3027 Walnut Grove Avenue, Rosemead CA — Effective Date of March 24, 2020 Dear Mr. Martin, This letter confirms that the City of Rosemead has extended the Professional Services Agreement ("PSA") for one (1) year to complete the CEQA Analysis of a project located at 3001-3027 Walnut Grove Avenue (Effective Date of March 24, 2020), pursuant to all existing terms and conditions of the said Agreement (attached). The extension is allowed per Section 3.1.2 ("Term") and Section 3.2.5 ("City's Representative"). 3.1.2 Term: The term of this Agreement shall be or a one (1) year period from the Effective Date shown above, with a one (1) year extension at the sole and absolute discretion of the City, unless earlier terminated as provided herein. 3.2.5 City's Representative: The City hereby designates the City Manager, or his or her designee, to act as its representative for the performance of this Agreement ("City's Representative"). City's Representative shall have the power to act on behalf of the City for all purposes under this Agreement. Consultant shall not accept direction or orders from any person other than the City's Representative or his or her designee. The City has determined that a time extension is needed to complete the CEQA analysis specifically and solely for a proposed project located at 3001-3027 Walnut Grove Avenue, Rosemead CA. Please sign below acknowledging your consent to extend the said PSA to a new expiration date of March 24, 2022, and return the original copy to the City Clerk's Office. Phil Martin & Associates, Inc. Thank you for your assistance on this matter, and please contact me if you have any questions. Sincerely, UU�� Gloria Molleda City Manager cc: Angelica Frausto-Lupo, Director of Community Development Lily Valenzuela, Planning & Economic Development Manager PROFESSIONAL SERVICES AGREEMENT ENVIRONMENTAL SERVICES FOR THE PREPARATION OF A MITIGATED NEGATIVE DECLARATION FOR THE PROPOSED RESIDENTIAL/COMMERCIAL MIXED-USE DEVELOPMENT LOCATED AT 3001-3027 WALNUT GROVE AVENUE PHIL MARTIN & ASSOCIATES, INC. 1. PARTIES AND DATE. This Agreement is made and entered into this this 24th Day of March, 2020 (Effective Date) by and between the City of Rosemead, a municipal organization organized under the laws of the State of California with its principal place of business at 8838 E. Valley Blvd., Rosemead, California 91770 ("City") and Phil Martin & Associates, Inc. a corporation with its principal place of business at 1809 E. Dyer Road, Suite 301, Santa Ana, CA 92705 ("Consultant"). City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties." 2. RECITALS. 2.1 Consultant. Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing professional environmental consulting services to public clients, is licensed in the State of California and is familiar with the plans of City. 2.2 Project. City desires to engage Consultant to render such ongoing professional environmental consulting services for the proposed residential/commercial mixed-use development located at 3001-3027 Walnut Grove Avenue ("Services") as set forth in this Agreement. 3. TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated 3.1.1 General Scope of Services: Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A attached hereto and incorporated CITY OF ROSEMEAD PROFESSIONAL SERVICES AGREEMENT 1. PARTIES AND DATE. This Agreement is made and entered into this 231d day. of April, 2019, by and between the City of Rosemead, a municipal organization .organized under the.laws of the. State of California with its principal place of business at 8838 Valley Blvd, Rosemead, California 91770 ("the City") and Phil Martin .& Associates, Inc., a' corporation with its principal place of business at 4860 Irvine Boulevard, .Suite 203, Irvine, CA 92620 ("Consultant"). City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties." 2. RECITALS. 2.1 Consultant. Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City of Rosemead on the terms. and conditions set forth in this Agreement. Consultant represents that it is experienced in providing professional environmental, services to public clients, is licensed in, the State of California, and is familiar with -the plans of City. 2.2 Project. City desires to engage Consultant to render professional land use and environmental consulting services for the propose6dual hotel project know as ("Project") and referred to as the Marriott Residence Inn and Marriott Courtyard dual hotel as set forth in this Agreement. 3. TERMS. 3.1 Scope of Services and Term. 3.1...1 General. Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental customary work . necessaryto fully and adequately supply professional environmental consulting services . necessary for the Project ("Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance. with, this Agreement, the exhibits attached hereto and incorporated herein by reference, all applicable local, state and federal laws, rules and . regulations. 3,,1:2 Term. The term of this Agreement shall be from April 23, 2019 -to April 30, 2020 unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. 3.2 Responsibilities of Consultant.. Phil Martin & Associates, Inc. Page 2 of 27 3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services. subject to the "requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of the City and shall at all times be. under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due to such personnel in connection with their performance of Services .under this Agreement and as required by law. Consultant shall be responsible for all reports -and obligations in respect to such additional personnel, including, but not limited to: social security taxes,. income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance, 3.2.2 Schedule of Services. Consultant shall perform the Services expeditiously, within the terms of this Agreement, and in accordance with the. Schedule of Services set forth in Exhibit "B'° attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with agreement -conditions. In order to facilitate Consultant's conformance with the Schedule, City shall respond to Consultant's. submittals in a timely manner. Upon request of City, Consultant shall provide, a more detailed schedule of anticipated performance to meet the Schedule of Services. - 32.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of the City. 3.2.4 Substitution of Key Personnel. Consultant has represented to City that certain key personnel who will perform and coordinate the Services under this Agreement. Should one- or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon. written approval from the City. I In the event that the City and Consultant cannot agree as to the substitution of key personnel,' City shall be entitled to terminate this. Agreement for cause. As discussed below, any personnel who fail -or refuse to perform the Services in a manner -acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate ori ir6e* completion of the Project or a threat to the safety of persons or property, shall be. promptly removed from the Project by the Consultant at therequest of the City. The key personnel for performance of this Agreement are as follows: Phil Martin (President). 3.2.5 City's Representative. The City hereby designates the Community Development Director or his/her designee, to act as its representative for the performance of this Agreement ("City's Representative"). City's Representative shall have the power to act on behalf of the City for -all purposes under this Contract. Consultant shall not accept direction or orders from any person other than the City's Representative or his or her designee. 3.2.6 Consultant's Representatives. Consultant hereby designates Phil Martin or his designee, to act as its representative for the performance of this Agreement Phil Martin & Associates, Inc. Page 3 of 27 ("Consultant's Representative")., Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this. Agreement. The Consultant's Representative shallsupervise and direct the Services, using his/her best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory, coordination of all portions of the Services under this Agreement. 3.2.7 Coordination of Services. Consultant agrees to work closely with the City staff. in the performance of Services and shall be available to the. City's staff, consultants and other staff at all reasonable times. 3.2.8 Standard. of Care;. Performance of Employees. Consultant shall perfo.rm.all Services under this Agreement in a skillful and competent. manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California: Consultant represents and maintains that it is skilled in - the professional nal'calling necessary to perform. the Services. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subcontractors have all licenses,'permits, qualifications and approvals of whatever nature that are legally required to perform. the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout . the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. Any employee of the Consultant. or its sub -consultants who is determined by the City to. be uncooperative, incompetent,,a threat to the�adequate ortimely completion of the Project; a threat to the safety of persons or property, or any employee who fails or refuses to perform the. Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be. re-employed to perform any of the Services or to work on the Project. 3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with -all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements., and shall give all notices, required by law... Cons ultantshall be liable for all violations of -such laws and regulations in connection with Services. If the Consultant performs any work knowing into be contrary to such laws, rules and regulations and without giving written notice to the City;. Consultant shall be solely responsible_ for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers; employees and agents free and harmless, pursuant to the indemnification provisions. of -this Agreement, from any claim or liability arising out of any failure or alleged failure_ to comply with such laws, ..rules or regulations. 3.2.10 Insurance. See, Exhibit"D" 3.2.10.1 Time .for Compliance. Consultant shall maintain, prior to the beginning, of and for the direction of this Agreement, insurance coverage as specified in Exhibit."D°1 attached -to and part of this agreement. Phil Martin & Associates, Inc: Page 4, of 27 3.2.11 Safety. Consultantshall execute and maintain its work so as to avoid injury or damage to any person' or property. In, carrying out its Services; the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules.and regulations, and shall exercise all necessaryprecautions for the safety of employees appropriate to the nature of, the work and the conditions under which the, work is to be. performed. Safety precautions as applicable shall include, but.shall not be. limited to:' (A) adequate life protection and lifesaving equipment and procedures; (B) instructions in. accident prevention for all employees and subcontractors,, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks; confined space procedures, trenching and. shoring, equipment and other safety devices; equipment and "wearing apparel as are necessary or lawfully.required.to prevent. accidents or injuries; and (C) .adequate facilities for the proper inspection and maintenance of all safety measures, 3.3 Fees -and Payments. 3.3.1 Compensation. Consultant shall receive compensation; : including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "C" attached hereto and incorporated herein - by reference: The total,. compensation shall not exceed fifty-seven thousand and fifty'dollars ($57,050) without. . advance Written approval of the Community Development Director.. Extra Work may be authorized, as.described below, _and if authorized, will be compensated at the rates -arid manner set forth in this Agreement. 3.3.2 Payment of Compensation. Consultant shall submit -to City a monthly. itemized statement which indicates work completed and hours of Services. rendered by Consultant. The statement shall describe the amount- of Services and supplies_ provided. since the initial commencement date, or since the start of the subsequent billing periods, as , appropriate, through the.date of the statement. City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon:. 3.3.3 Reimbursement for Expenses. Consultant shall.not be reimbursed for any expenses. unless authorized in writing by City. 13.4 Extra Work. At anytime during the term of. this. Agreement, City may request that: Consultant perform Extra Work. As used herein, "Extra- Work" means any work which,is determined by City -to be necessary, for the proper completion of -the Project,,. but which the parties did notreasonably anticipate would be. necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for; Extra Work without, written authorization. from City's Representative: 3.3.5 Prevailing Wages; Consultant is" aware of the; requirements of California Labor Code Section 1720, et seq., and 1770, et'seq.,:as well as California Code of Regulations, Title 8, Section 1600, et se,q.,. ("Prevailing Wage Laws") ;.which require the payment of prevailing wage rates and the performance of other: requirements on "public works" and "maintenance" projects. Itthe. Services are being performed 'as- part of an applicable: "public works" or ."maintenance",project, as defined by. the Prevailing Wage Laws, and if the .total compensation is $1,000 or more, Consultant agrees to fully comply Phil Martin & Associates, Inc. Page 5 of 27 with such. Prevailing Wage -Laws. City shall provide Consultant with a copy of.the prevailing. rates of per diem wages in effect at, the' commencement of.thisAgreement: Consultant shall make copies of the prevailing rates of, per diem, wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request; and shall post copies at the Consultant's principal place of business and atthe project site. - Consultant shall defend, indemnify- andw hold the City, its elected, officials; officers, employees and agents free and harmless from any claim or. liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 3.4 Accounting Records. 3.4.1 -.Maintenance and Inspection. Consultant shall maintain complete' and. accurate records with-respect.to all costs and expenses incurred -under this,Agreement. All such records shall be clearly" identifiable: Consultant shall allow a representative_ of City during normal. business hours to examine, audit; and make transcripts or copies of such, records and any other documents created pursuant to this Agreement.. Consultant shall Allow inspection. of all work;' data, documents, proceedings, and activities related to -the Agreement 'for a period -of three (3) years. from the date of final payment under this Agreement: 3.5 General Provisions. 3:5.1 Termination of Agreement. 3:5..1:1 Grounds for Termination: Citymay, bywritten notice to Consultant; terminate the whole or any part of this Agreement at any time and without. cause by giving written notice to .Consultant: of such termination, and .specifying the effective date thereof, at least seven (7) days before the effective.date of such termination. Upon termination, Consultant shall be compensated only for those services: which have. been adequately, rendered` to City, And Consultant shall be entitled to no further p y g pt for''cause: compensation. Consultant may' not terminate this Agreement., exce 3.5.1.2 Effect.of. Termination.. If this Agreement is terminated as tprovide provided lh.y unfinished, 'y Y require. Document And .Dta and other -information, of any -kind.preparedbY Consultant in - connection with the performance of.Servicesunder this Agreement. Consultant shall be required to provide such document and other information within fifteen (.15)' days of the request. 3.5.1.3 Additional Services: In the event -this. -Agreement. is termin"ated'in whole or in part as provided herein, City, may procure, upon -such terms and in such manner as it may determine appropriate, services similar to those terminated: 3.5:2 Deliveryof Notices All notices permitted . or required under this Agreement shall be given to the eespective'parties at the following address,:or at such other Address as the respective parties may provide in writingL for this purpose::, CONSULTANT:.... . Phil.Martin &.Associates, Inc: Page 6 of 27 Phil Martin & Associates, Inc. 4860 Irvine Boulevard, Suite 203: Irvine, CA 92,620 Attn: Phil Martin CITY: City of Rosemead '8838 E. Valley Blvd Rosemead, CA . 91770 Attn: Annie Lao; Associate Planner Such notice shall-be deemed made when personally delivered or when mailed,. forty-eight (48) hours after deposit in. the U.S. Mail, first class postage prepaid and ; addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.3 Ownership of Materials and Confidentiality. 3.5.3:1 Documents & Data; Licensing of'lntellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse,: or sublicense ' any and all. copyrights, designs, and other intellectual property embodied in plans; -specifications; studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings.or.data'magnetically or otherwise recorded on computer diskettes, which` are prepared or caused to be prepared by Consultant under. this Agreement ("Documents & Data"), Consultant shall require all subcontractors to agree in writing that City, is granted a non-exclusive and perpetual license for any Documents &.Data the.subcontractor prepares under this Agreement. 'Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard_to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in itsuse of the Documents and Data at any time, provided that any SUCK use not within the purposes intended by this Agreement-shall,be at City's sole risk. . 3..5.3:2 Confidentiality. All ideas,, memoranda, specifications, plans; procedures; drawings,, descriptions, computer, program data, .input record data, _ Written information, -and other: Documents and Data either createdby or provided"to Consultant.-in-connection with..th'e, performance of this Agreement shall-be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any, purposes. other than. the performance.of the Services:- Norshall such. materials be. disclosed..to any, person or entity not connected with.the performance of the. Services or -the' Project.. Nothing, furnished to Consultant which is .otherwise known to Consultant. or is: generally known',or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia; photographs of the Project, or :any publicity_ pertaining to the Services, or the Project .in any magazine, trade paper, newspaper,. televisionor-radio production or other similar medium without-the prior written consent of City. Phil Martin & Associates,Inc. Page 7 of 27 3.5.4 Cooperation; Further Acts..The Parties shall fully cooperate with one another; `and shall take any additional acts or sign any additional documents .as.,may be necessary, appropriate or convenient to attain the purposes of this Agreement: 3.5.5 Attorney's Fees. If either party commences an action against the'other party,, either legal, administrative 'or otherwise, arising out of or in connection -with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all other costs of such action. 3:5.6 Indemnification: Consultant shall defend, indemnify.and hold the City,; its officials, officers; employees, volunteers and agents free and harmless from any and all claims,. demands, causes of action, costs, expenses, liability, loss, damage or injury, in law... Or equity, to property or.persons, including wrongful death; in any manner arising out of or incident to any alleged acts, omissions or willful misconduct of Consultant, its officials, officers employees, agents, consultants and contractors arising out;of or in with the performance of the Services, the Project or this Agreement, including :withoutlimitation the: payment of all consequential damages and attorneys fees and other related costs and expenses. Consultant shall defend,:at Consultant's own cost, expense and risk, .any and all such aforesaid suits, actions or other legal proceedings of every kind that'may big. brought or instituted against City, its directors, officials; officers, employees, agents. or volunteers. Consultant shall pay and satisfy any.judgment, award or decree that may be rendered against City or its directors, officials; officers, employees, agents or volunteers, in anysuch . suit, action or other legal proceeding. Consultant shall reimburse City and its directors,, officials, officers, employees, agents and/or volunteers, for any and all legal expenses and costs incurred by each of them.in connection therewith`lor in enforcing -the indemnity herein provided. Consultant's obligation to indemnify, shall not :be restricted to insurance proceeds; if any, received by the City; its directors, officials off icers,employees, agents or volunteers: 3.5.7 Entire Agreement., This Agreement contains the entire Agreement of, . .the parties with respect to the subject matter hereof, and supersedes all prior, negotiations, understandings or agreements. This Agreement may only be modified by writing signed by both parties: 3:5.8 Governing -Law. This Agreement shall be.governed by the laws of the, State of California.. Venue shall be in Los Angeles County, 3.5.9 Time of,Essence. ' Time,is of the essence for each,and.every provision' of this Agreement: 3:5.10 City's Right.to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project. 3.5.1.1 Successors and Assigns. This Agreement .shall be binding `on the successors and assigns of the parties 3.5,.12 Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer; either directly or by operation of'law,.this Agreement or any interest.h,erein without the prior written consent of the City. Any attempt to do so shall be nulland void, and any Phil Martin & Associates, Inca Page 8 of 27 assignees, hypothecates or transferees shall,acquire no right or interest by reason of such attempted 'assignment, hypothecation or transfer. 3.5.13 Construction; References; Captions.Since the Parties or their agents have participatedfully in the preparation of this Agreement, the language of this Agreement shal.l.be construed simply, according to its fair meaning, and not strictly for or against any Party. Any. term , referencing time, days or period for performance shall . be deemed calendar days and not work :days. All references to. .Consultant include all. personnel, .employees; agents, and subcontractors of Consultant; except as otherwise specified in this . Agreement. All references to City include its elected officials, officers, employees, agents; and volunteers except as otherwise specified- in this. Agreement. The' captions' of the various,articies and paragraphs are for convenience and ease of reference. only, and do not, define, limit,. augment, -Or de$cribe,.the scope, content, or intent. of -this. Agreement. 3.5.14 Amendment; Modification: No supplement,' modification, : or amendment of this.Agreement shall be binding unless executed in writing and signed by. both Parties: 3.5.15 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or�other covenant or condition. No waiver; .benefit, privilege, or service voluntarily given or performed I y a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.5 1. 6No Third Party. Beneficiaries: There are no intended third party beneficiaries of ay right or, obligation: assumed by the Parties.` 3 5.17 Invalidity; Severability., If any, portion of this Agreement is declared invalid, illegal, or otherwise. unenforceable by a court of..compI6tent jurisdiction,, the remaining provisions'shall continue in full force and.effect. 3.5.18 Prohibited. Interests. Consultant maintains and warrants that it has not employed nor retained, any company or person, other than a bona fide employee working SO lely for Consultant, to solicit or secure this Agreement. Further; Consultantwarrants that it has not paid nor, has It. agreed to pay any company or person; other than a bona fide employee working solely for Consultant, any fee, commission; percentage, brokerage fee, gift -Or other icons ideration `contingent upon or resulting from the award or making of this, Agreement. Consultant ..further- .agrees . to .file, or shallbause its _.employees or subconsultants. to,file, a. Statement Of Economic Interest with .the City's, Filing Officer as. required under statelaw in the;performance of the Services. For breach 'or violation of this warranty; City shall have the right to. rescind this Agreement without liability. For.the term of this. Agreement, no .rnember, officer or employee of City; during the term of his or her service with City, shall have,any direct interest inthis.Agreement; orobtain any.present or Anticipated material benefit arising therefrom: 3.5.19 Equal Opportunity Employment. Consultant represents that. it is an equal opportunity: employer -and it shall not _discriminate against any. subcontractor; employee Or :applicant for employme'nt.because of race;. religion, color, national -origin, handicap, ancestry, sex or age. Such non=discrimination shall include, but not be'limited to, Phil Martin & Associates, Inc. Page 9 'of 27 all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising,- layoff or termination. Consultantshall also comply with all relevant provisions of City's.Minority Business Enterprise program, Affirmative Action Plan or other related`, programs or guidelines currently in, effect -or hereinafter enacted. 3.5.20 Labor Certification. By its signature hereunder; Consultant .certifies that itis aware of the provisions of Section 3700 of the California Labor.Code which require every employer to be .insured against liability for Worker's Compensation or to undertake. self-insurance in. accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the -performance of the. Services. . 3.5.21 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each -Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.5.22 Counterparts., This Agreement maybe signed in counterparts, each, of which. shall constitute an original. 3:6 Subcontracting. 3.6.1 Prior Approval Required. Consultant shall not subcontract any portion . of the work required by this Agreement,'except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a'provision making them subject to all provisions stipulated in this Agreement. Phil Martin & Associates, Inc. Page 10 of 27 CITY OF ROSEMEAD By4oriaMolleda City of Rosemead Attest:. ' Erieka' Hernandez City Clerk Approved as to Form: is Rachel Richman, City Attorney Burke, Williams & Sorensen; LLP PHIL MARTIN & ASSOCIATES, INC. By; Name1 \\\\ Tit Ie�\4ass kD') [If Corporation, TWO SIGNATURES, President OR Vice President AND Secretary, AND CORPORATE SEAL OF CONTRACTOR REQUIRED] By: Name: Title: ''9 Phil Martin & Associates, Inc: . Page 11 of 27 EXHIBIT ."A" SCOPE OF SERVICES Phil'. Martin &'Associates, Inca proposes the following work product to prepare the environmental document for the project. Based on our understanding of the project and experience preparing Mitigated Negative Declarations.forJhotel projects,.we propose to prepare a Mitigated Negative Declaration to comply with CEQA. An outline of the services.that Phil Martin &.Associates Will.provide the city is listed below with a detailed description of the services following the outline: • Kick-off meeting meet with city staff and project applicant to establish a schedule to complete the MND, gather specific information/studies.from the applicant, identify contact personnel with the city and applicant, and identify potential environmental issues. • Prepare MND = complete and submit MND to city staff for review and comment and incorporate staff's comments into MND for public circulation: • -Circulate MND circulate the .MND for a CEQA required 30-day:,public review. period: Respond to Comments - provide written responses to all_'comments received tothe M.ND.- • -Public. Hearings' - attend and provide support, to city. staff at the Planning Commission and City Council hearings. Notice'of Determination — File'the Notice of Determination and pay the required Fish. and Wildlife: fee with the County Clerk Recorder.. . .`- Kick-off Meeting Upon authorization to proceed :and signature of a .contract, Phil Martin will meet with City staff and the applicant to discuss the project in detail, develop a schedule to complete the. MND and obtain the documents requested in this proposal to begin preparation of the. MND. We will also discuss a traffic scope of work with the City's traffic engineer and the traffid'consultarit to ensure the traffic consultant adequately addresses.all City traffic and' circulation issues associated with"the project with special focus on the. requested Vehicles` Miles Traveled (VMT) analysis:. b) Preparation of Mitigated Negative Declaration immediately after the kick=off meeting Phil Martin & Associates will. begin preparation of the Mitigated Negative. Declaration.. Phil. Martin &.Associates will prepare1he MND to comply with -the 201.9 CEQA Guidelines, as amended. The MND`wili include the following tasks: Aesthetics The City of Rosemead General Plan does not identify any designated scenic resources either on or adjacent to the site. Similarly, the State does not have any ;adopted scenic Q, : Phil Martin & Associates, Inc. Page 12 of 27 state highways adjacent to or within close proximity to the site: The existing aesthetic characteristics of the, site and surrounding land uses will be described; including, the residences -in the County of Los Angeles to the east, commercial to the north and west and . vacant land in;the Montebello Hills Specific Plan and Oil and Gas Production District in the City,of Montebello to the south. This section will also: discuss how the project design is sensitive to the residences to the east in regards to massing. Surface level photographs of, the site and the surrounding land uses will be provided along with`a photo key mapto show the aesthetic and visual qualities on the site andthe land uses surrounding the.site. This section will include building elevations showing the architecture, -design, and color. scheme of the proposed hotel. A landscape plan, if .available, showing the proposed plantings and hardscape materials of the project will be included in the MND. The project is located within a, Design Overlay zone. Per Rosemead Municipal Code (RMC)_ 1.7.28.01.0 the purpose of the design overlay:zone is to promote orderly development so that buildings, structures, signs.and landscaping will be harmonious within a specified area, to prevent; the. development of_ structures or uses which are not of acceptable exterior ;design or appearance or are of 'inferior quality or likely to have a depreciating or negative effect on the local -environment or surrounding area by reasons. of use, design, appearance or.other criteria affecting value. This section will focus on and analyze the potential aesthetic impacts of the project on the land uses adjacent. to and surrounding the site based on, the project's. arch itecture, design,.andlandscape plans with consistency with. the RMC.. Air Quality Greve& Associates will prepare an air quality_analysis as a sub -consultant to Phil Martin Associates: Phil Martin & Associates will :summarize the air quality analysis in the MND. and'attach the full report in the MND appendix. The air quality report will include the following: The air. quality assessment will, assess both operational and construction impacts. Both local and, regional aiir quality impacts will be addressed.. Since residences:are. located directly adjacent to the project; local impacts will be of special concern. ;< Existing Air Environment:. A summary- of current air management efforts that may be related, to the project will be provided, with particular: emphasis on the applicable . 'requirements of the 2016 Air Quality Management'Plan (AQMP), and the requirements for _air quality assessments identified in: the South Coast Air Quality Management District's.: (SCAQMD) CEQA Handbook. All sensitive receptor areaswithinthe project:vicinitywill be identified. Potential Impacts:. The air quality impacts of the project can be divided; into: short-term construction impacts and long-term operational air emission- increases Both local and regional impacts will be addressed: Short=term dust and 6mission.generation due to demolition and construction activities will be forecasted using the California Emissions Estimator Model (CaIE;EMod)..model, If available from the project applicant, detailed estimates of the number and type of construction equipment that will be used on-site will be used to- calculate -short' term construction ,emission impacts. Otherwise, estimates of construction activities and Phil Martin & Associates, Inc.' Page 13,of 27. emissions will be based on the CalEEMod default values. Both regional and local air impacts associated, with project construction activities will be evaluated. The total estimated air pollutant.emissions that will be generated during project -construction will be compared to the SCAQMD Regional Thresholds: Additionally,. on-site. emissions will be compared to. the. Local Significance Thresholds (LSTs),. Long-term emissions will be generated due largely to project -related traffic along with the combustion of natural gas for water and space heating,'and other emission sources. The emissions generated'by these sources will be assessed using CalEEMod. The forecasted emissions will be comparedto the SCAQMD Regional Thresholds to determine potential regional air emission impacts.. On-site emissions -will be'compared to theLSTs, which will determine if there :are any'potential.local impacts to nearby residents. The consistency of the project with_the regional Air Quality Management Plan (AQMP) will. be discussed and evaluated.. Mitigation Measures. .:.Mitigation measures will be recommended, if required; to reduce potential short= and long-term air quality impacts to acceptable levels: Prepare Report. The air quality assessment will.be presented in. a written report with one - round of. corrections/revisions:: , Energy The MND will- iriclude this new`CEQA section and. analyze.'and- discuss the estimated energy consumed. by the project during both project construction and the life, of the project. This section will :also -discuss how the project will comply with -Title 24 Energy Standards and_CALGreen energy requirements. Greenhouse Gas _Assessment Greve & Associates will prepare a greenhouse_gas.assessment as a sub -consultant to Phil Martin & Associates.: Phil Martin..`& Associates will summarize- the greenhouse gas assessment in the MND, and attach the full assessment, in the MND appendix; Thevgreenho.use gas. assessment will include the following: The assessment of potential>greenhou,se"gas and climate. change impacts is an .emerging CEQA topic that is,quickly evolving. Greve.-& Associates will follow`the.generally accepted " analysismethodologies, and sign ificance"thresholds and apply the most currentgreen house gas emission: standards:to' the. project: Existing Environment.. 'The C. Guidelines and the initial study checklist were amended December 28,_ 2018 to addres&'thel assessment of greenhouse gas impacts. The. greenhouse gas analysis will belconsistent with the latest CEQA Guidelines. However, the. Guidelines do not contain specific significance thresholds for greenhouse gas emissions. On December 5, 2008, the:SCAQMDGoverning Board adopted an interim greenhouse gas.. significance_ threshold for projects: where the SCAQMD :is dead agency. That adopted Phil Martin & Associates, Inc. Page 14 of 27 threshold uses a tiered .approach .to determine significance:'with the most applicable tier:' being 3,000. metric tons per year emissions screening threshold. The guidancedocument residential projects. However, there was uncertainty as to the proper scrcommercial and. prepared for.the interim threshold also discussed using the threshold'fo p j y reening-threshold 'to be used for these types of projects; therefore, the SCAQMD Board -did. not adopt" a threshold for commercial and residential projects. The SCAQMD GHG CEQA,Significance' Threshold Working Group. has been considering'appropriate screening thresholds.for these types of projects. Greve &Associates. will .work with. City staff to �determinethe appropriate GHG threshold for the project: Potential Impacts... Many .gases make up the group of pollutants that are believed .to contribute to thegreenhouse effect and defined in CEQA Guidelines 15364.5:. The CalEEMod model' will be used to project the primary'-GHG emissions from..construction activities, :vehicular usage; .water -consumption, solid waste-. generation- and other operational activities., Electrical generation and natural gas combustion emissions .will be included= in the operational. emissions. Mitigation Measures. Mitigation measures will be recommended; if required, to reduce greenhouse gas emissions to acceptable levels: Prepare Report. The greenhouse gas assessment will be.presented, in a report with one round of corrections/revisions: Geology,and Soils A preliminary geotechnical report will be provided by the project applicant.to Phil. Martin.& AssociatesJor incorporation into the MN.D. The geotechnical report will be summarized in. the MND, and. the full geotechnical report included in the MND appendix: Hazards. and Hazardous Materials. A Phase 1 Environmental Site AssessmentESA will be provided by'the protect applicant o ( ) Phil Martin & Associates for incorporation into the MND. The Phase I ESA will be summarized in the -MND and the full Phase I ESA included in the MND. -appendix. Mitigation measures; based on the,conclusions and recommendations in the Phase [ESA'. will . be incorporated into the MND to reduce potential hazardous impacts to less than significant to comply with. CEQA Hydrology/Water Quality A hydrology report, grading plan and.Standard Urban Stormwater Mitigation'Plan (SUSMP) Will,be'-provided by the pro- ject'applicant to Phil Martin & Associates for incorporation into... . the..MND.. The hydrology report. and SUSMP will be, summarized in the MND and the full reports included in the" MND appendix. M'ga Mit tion measures,- if "required, will be incorporated to reduce potential water: quality, grading or storm water impacts to less than significant to comply with CEQA. Phil Martin & Associates, Inc. Page 15 of 27 ,Land Use The project complies with the General Plan Commercial land use designation and Medium ..Commercial with Design Overlay :(C-3/D-O) zoning designation. The required project entitlements include a Conditional Use Permit as shown in Table 17:16.020.1': of the Rosemead Municipal Code to allow the proposed hotel use i,n the C-3 zone. The project also requires Design Review because the site is in 'a besign Overlay zone..The land use section will discuss the compatibility of the project with the surrounding land uses with. emphasis on the residences east of. the site, east of Durfee Avenue and the land uses allowed in the Montebello Hills Specific Plan to the south. ,This section will.also discuss the project's compliance with the development standards of the C-3 zone. When'required, measures will be recommended to reduce land, use impacts'to less than significant. Noise Giroux &Associates will prepare a noise assessment for the project as a sub-'consultant to Phil Martin & Associates. Phil, Martin & Associates will summarize the noise assessment and attach the complete report in the-MND appendix. The noise assessment will include-the following: • Perform limited on-site ambient noise monitoring:after consultation with city, staff to establish an existing baseline: and determinethe,noise generation from traffic and area commercial :uses:. Develop a baseline traffic noise exposure profile in terms of the_CNEL,noise metric using the FHWA Model with the latest Californiat vehicles noise. curves (CALVENO) focused on local impacts. from freeway traffic. Prepare a no=project Versus with -project mobile`noise impacf comparison; including any viable project alternative development scenarios:.. Identify specific. sensitive receiver locations where mobile source noise impact&may adversely affect nearby sensitive receivers: • Evaluate stationarynoise impacts from.': temporaryon-site: .construction noise - sources.. Relate project noise impacts: to the .Noise Element--noise%land Use:,compatibility guidelines in the City.' of Rosemead General Plan Noise Element _and other applicable noise exposure regulations.'.- _ • Develop a noise impact mitigation plan for any.-predicted noise impacts that exceed target noise exposure limits, including community noise "standards relevant to this project as contained. in the City of Rosemead .Noise Element and .Noise.:Ordinance. The: City's noise standards will. be summarized. and their relevance tO ;the project . discussed. Develop a noise impact mitigation plan for any predicted noise impacts that exceed ; target noise exposure limits; Identify likely structural noise protectio11 n that will be` needed to meet the. building code for the uses proposed Summarize the findings in a "stand-alone" draft noise report: Mitl ation measures to reduce' otential` noise im acts -wlll g p p _ be provided as necessary to meet the City's Noise- Ordinance. and comply with CEQA. Phil Martin &Associates-, Inc. Page 16 of 27 Public Services and Utilities This section will evaluate the potential impacts of the project on the various public services and utilities that will. serve the project. The public services that will be analyzed include police and fire protection, solid waste collection, water, wastewater, electricity, and natural gas. Service letters will be sent to the public agencies to solicit their comments with regards to impacts by the project on their respective service.' Information will be provided that identifies the size and location of the existing services/utilities that serve the site and discuss if .the 'existing facilities: are adequate of if upgrades .and improvements will be required. For the existing, utilitlesthat will need to be upgraded or extended to serve the project the MND will discuss potential impacts to extend or upgrade those. utilities. When required to comply with CEQA, mitigation measureswill be recommended ,to reduce potential impacts to less; than significant: Transportation/Traffic Ganddini Group will prepare a traffic report for the project as a sub -consultant to Phil Martin & Associates. Phil Martin & Associates. will summarize the traffic report in the MNID and attach the complete report in the MND appendix. As a reminder, very important to collect traffic counts before the 2018-2019 public school session ends. The following tasks are proposed. for the traffic report: Task 1.1 Calculate -the project trip generation based on trip generation rates from the Institute of Transportation Engineers, Trip Generation Manual, 10th Edition,(2017). Task 1.2 - Prepare a scoping agreement for review/approval by the City. The scoping agreement shall outline the fundamental assumptions of the traffic impact analysis such as the traffic- study area, trip generation/distribution, analysis methodologies, background growth forecasts, and specific requirements for the study. Task 1.3.- Collect intersection turning movement,counts on a typical weekday (Tuesday; Wednesday, or Thursday) during the AM and PM peak commute periods (7:00 - 9:00 AM and 4;00 - 6:00 PM) at up to. eight (8) study intersections, as necessary: Task 1.4 - Conduct `afield .review of the study area, including: (1) study intersection traffic control, devices, (2) study intersection lane configurations, and (3) study roadway segment through `travel lanes.: Conduct` a field review of existing. non -automobile transportation facilities serving the project site, including pedestrian, bicycle, and transit facilities,. Task 1.5 - Research and obtain a list of other pending/approved development projects from the City of' Rosemead (and neighboring jurisdictions, if .necessary). Develop trip generation,,distribution; and assignment forecasts for other development projects (assumes Other development list;will riot, `exceed 25 projects). Develop weekday AM/.PM peak hour, traffic volume forecasts for,the following analysis scenarios: •. Existing Conditions Phil Martin & Associates, Inc. Page 17 of 27 • - -Existing Plus Project • Opening Year Without Project • Opening Year With Project • Opening:Year traffic volume forecasts will be derived based on the. manual�buildup . methodology:- Task 1.6 = Conduct an operational analysis and traffic impact assessment tolnclude, the follow: • Identify., funded roadway improvements expected to be: completed by. the future analysis years: Analyze signalized study intersection operations for the above-specified. anal .. ysis` :. scenarios based on the Intersection Capacity Utilization methodology in accordance with parameters and guidelines established by the City of. Rosemead: • Analyze unsignal ized study intersection Operations" for the above-specified analysis , scenarios based on the Highway Capacity Manual (6th,Edition) delay methodology , in accordance with parameters and guidelines established by the City; • Conduct peak hour evaluations of project. entrances, including `inbound and outbound queue stacking requirements. Provide a traffic signal warrant analysis' at unsignalized study intersections, If '' , necessary, • Identify project -related transportation impacts. based on the thresholds` of significance `established by the respective lurisdiction(s). Identify- project -related,. transportation .impacts based, on the thresholds of significance established;by the . County of Los Angeles Congestion Management Program,. if necessary: • -._Identify mitigation measures to reduce.the identified significant traffic impacts, if ` necessary. • Calculate, the. project's'Jair share of new trips added to, study'intersections or roadway segments. for' which .mitigation measure- improvements have been i_dentified,.if necessary: . .-Task 1.7- Calculate Vehicle Miles Travelled (VMT) as -follows Provide cursory overview of VMT in relation to Senate EMI 743, including.timeline for implementation.. Note: The City of Rosemead has yet to adopt methodologies. and thresholds g g ' - resholds of significance relating to VMT. Therefore, findings of si nificance cannot be provided at -this time. The purpose of this VMT analysis shall be`:mformational in nature: • ,Estimate. project related, VMT using VMT+ tool developed by Fehr & Peers. The VMT calculation shall utilize the latest Trip Generation. :Manual rates and trip lengths 'for .the, Los Angeles/Riverside/Orange County geographic area-. Task 1.8 Provide a draft traffic impact analysis that incorporates file methodology findings, and all supportin. g calculations and assumptions:: The traffic impact analysis will - be signed. and stamped .by a Registered Traffic Engineer in the State,of California. When required to comply with CEQA, .mitiigation measures will be recommended to reduce Phil Martin & Associates;. Inc;.. Page 18 of 27 potential traffic impacts to less than significant: Tribal Cultural Resources Shortly after thekick-off- meeting,.. Phil Martin & 'Associates will prepare letters: for,. consultation with-the.Native American Tribes that are required to be notified of the project as required by AB 52.,, Phil Martin & Associates will submit draft letters for the,review by.the City and .once completed the City Will mail the letters to .the identified Tribes. Wildfire The MND will include this new CEQA section and analyze and discuss_any potential wildfire, impacts to the project. .Based on review of CAL FIRE's Very High Fire Hazard; Severity, Zones in'Local Responsible.Areas. for Los Angeles County.the'project is approximately four miles northwest of Turnbull Canyon, which is -the closest designated Very High Fire Hazard Severity to the site.. While the project would°not be impacted by wildfires, this section will provide information thatsupports that conclusi1.on: Cumulative Impacts Per CEQA Guidelines -Section 15355 this section will provide''a.discussion of.the potential environmental effects that`could occur with development of the project in conjunction with other planned and entitled projects in the area, including the compounding of cumulative , project impacts. Cumulative project.informatiori will be:obtained from City staff and include projects that have been. entitled but. not .constructed, projects that are not entitled-, but in -the planning process, and reasonably foreseeable future projects. Ode to the location of the , project, the City, of'. Montebello will be contacted. to identify any projects within their jurisdiction that should. ,be ;included in the cumulative impact, analysis. A map will be prepared to show -the location of the cumulative projects. When required by CEQA, mitigafion.measures.will be'recommended to mitigate.any cumulative project impacts. References; Persons and Agencies, Contacted and MN Preparation This section will list -all reference documents used to prepare the MND ,and, all persons, agencies and individuals. contacted during preparation of the. MND. Appendices The MND appentlix will include, all technical reports. a) Screen Check MND Once the -MND is.co.mploted five (5) -:hard Copies_-and.one (1�).compact disc of the Mitigated Negative Declaration will: be submitted to city staff for its review and comment: Staff's comments and changes will _be` incorporated into the MND and five (5) second screen check hard�cop es and one (1) compact disc will be submitted for a second review to the city.- Staff's final screen check comments will be incorporated and the Mitigated Negative . Declaration prepared for printing.`. ' b) Print and Mail- MND Phil Martin & Associates, Inc. Page 1,9 of 27 Phil Martin & Associates will print and mail fifteen (15). hard copies and/or compact disks of the MND for public circulation and use by the City, including thesurrounding cities' the Los Angeles County, Planning Department and any other agencies or private entities requesting the` MND:. Due to the close proximity of -the, project to the 60 Freeway, and Caltrans: potential - interest in the project, .Phil Martin. & Associates.. will prepare,a Notice of- Preparation and prepare fifteen (1.5) compact discs (CDs) ' for submittal to' lie .State Clearinghouse for a 30=day review. A master hard copy and a.'compact disk" of the.MND "will be provided to the City for its use: c). Prepare Notice of Intent to Adopt a Mitigated Negative Declaration Phil Martin. & Associates will prepare a Notice of Intent to Adopt a. MND (NOI).. Once reviewed- and approved by the City, a copy. will .be mailed to all responsible, agencies :and . interested persons along with a copy of the "MND on compact,disc. Phil Martin Associates will also file the NOl with the Los Angeles County Clerk to tart the 30-day MND public review period: d) Respond to Comments: Phil Martin & Associates, Inca will. prepare.written responses to all.comments received to the MND. For the-purpose of this proposal Phil Martin & Associates has,allocated six (6) hours to respond to comments, which includes time for Phil Martin & Associates- and.its sub=consultants. Additional time for Phil Martin] & Associates and/or sub-con'sultants'to respondto comments, beyond six hours will be billed on a. time and materials basis Five (5) ;hard copies'-and. one (1).comp4ct disc of thdi Response to Comments will be` submitted to the city.for- its review. and comment., The city's changes will be incorporated. -and copies of the: Response to Comments will be printed. Phil Martin-& Associates will.mail the Response-to Comments to the-agencies and individuals that submitted comments at least ten days prior to the scheduled. hearing to adopt the.MND. Phil Martin & Associates , - willprint and mail up to ten (.10); copies of the Response to Comments. e) ,Attend Public Hearings Phil Martin & Associates has budgeted to attend one (1) Plan ning"Commission:andone (1) City Council hearing. Attendance. at additional public hearings will be billed on time and. .material basis. f) File Notice:of Determination"arid Pay Fish and Wildlife, Fee Phil Martin & Associates will prepare the. Notice of Determination (NOD) as required by Section 15094 of the CEQA, Guidelines. The day after the MND is adopted and the project is approved Phil Martin. & Associates. will file the Notice of Determination with the. Los Angeles County Clerk" Phil Martin & Associates.. will file a No Effect Determination form Jo, California, Fish and p project Wildlife to exempt the rojectfrom paying the State"re wired Fish and Game fee_atth'e time! p Y g q the _Notice if .Determination is filed with the Los Angeles County Clerk. If a No. Effect'. Deterrhination is issued by Fish and Wildlife the fee will .not be required. " However, ifa No Phil Martin & Associates, Inc. Page.22 of 27 EXHIBIT "C" COMPENSATION Mitigated Negative Declaration Budget The cost to prepare the Mitigated Negative Declaration is $57,050 as shown below. MND ,Cost Breakdown Task Hourly Rate Cost Kick-off Meeting — Phil Martin $175 $450 Initial Study/MND Prepare Initial Study/MND = Phil Martin $175 $28,000 Traffic — Ganddini Group $15,900 Air Quality/Greenhouse Gas Report — Greve & Associates $5,600 Noise Report — Giroux & Associates $2,800. Direct — printing, mailing, CDs' . $800 Final MND Response .to Comments $175 .$1,050 Mitigation Monitoring and Reporting Program $175 $700 File CEQA notices $700. Public Hearings— 1 Planning Commission and 1 Cit Council — Phil Martin $175 $1,050 ` Total $57,050 *fixed fee contract The coordination with the completion of the specialstudies that are provided by the project applicant, including any response to comments, shall be provided by others. _ Phil Martin & Associates, Inc: Page 23,of 27: EXHIBIT: «p,; INSURANCE REQUIREMENTS Prior to the beginning of and throughout the duration of theWork, Consultant will maintain insurance in conformance with the requirements set_ forth below. Consultant will use existing. coverage to comply with . these requirements. If that existing coverage does not `meem t the require set forth here, Consultant agrees to amend, supplement or endorse the existing coverage, to do so. Consultant acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum: amount of coverage- required, Any insurance proceeds available to City in.excess of the limits and coverage :required in this .agreement and which -is applicable, to a given loss, wily be available to City:; 'Consukantshall provide the following: types and arrmounts of insurance: -,Commercial General Liability Insurance using Insurance Services Office `-`Commercial General Liability" policy form CG 00 01 or the exact equivalent: Defense costs must be paid` in addition to' limits: There shall. be no cross liability exclusion for claims or suits by one insured-against,another Limits are subject to review, but in no event less than $1,Oo0,000 per occurrence Busiriess Auto Coverage on ISO Business;Auto Coverage form CA 00'01` including symbol 1 (AnyA'uto) or_the exact-eq-uivalent:. Limits are subject to review, but in no event to be less.: than: $1,000000 per. accident:1f. Consultant owns no vehicles., this requirement maybe satisfied by anon -owned: auto endorsement`tathe.general liabilitypolicy.described.above: If Consultant o'r Consultants employees will use personal autos in any wa y on this project, Consultant shall rovide. evidence of personal auto liability Covera a for each such person. . p y 9 Workers. Compensation on a state_approvedpolicy form; providing statutory benefits a' required by law with employer s liability limits no.less than $1,000,000 per accident or disease. Excess or Ur brellii Liability Insurance (Over Primary) if used to Meet limit requirements, shall provide' -coverage at:least,as broad as specified for the unde.rlyirig 'cove, rages., Any such coverage provided under an umbrella liability policy shall .include a 'drop. down provision providing primary coverage above a maxirnum. $25,000 self-insured retention for :. liability not.covered;by primary but.covered by the umbrella. Coverage shall b. provided on a "pay on, behalf" basis, with defense.costs payable in.addition to policy.limits: Policy shall.' contain a provision obligating: insurer: at the time insured's liability is determined; nota :requiring actual payment: by:tk Jnsured first. There shall.b. no:cross liability exclusion recludin coverage- for eiaims_or suits b one insured' against another: Coverage shall be p. g . ,:. g y applicable fo City for injury to employees of Consultant; subconsultants or others involved in the VVork. The scope,of`coverage provided is subject to approval of City following receipt of proof of insurance as- road ired herein. Limits'are subject. to review but in no event less than $1:,00000.0 per occurrence. . Professional Liability,'or Errors and Omissions Insurance as: appropriate shall be written.on .; a-policyform coverage specifically designed to protect against acts, errors. or omissions of Phil Martin &Associates; Inc: Page 24 of 27 the consultant- and "Covered Professional Services" as designated in .the .policy must specifically include work performed under this agreement. The policy lim.itshall be no less, than $1,000;000 perclaim and in the aggregate. The policy must "pay on,'behalf' of, 'the insured and must include a provision establishing the.,insurer's duty to defend. The policy retroactive date shall: be on or before the, effective .date of this agreement: Insurance procured pursuant to these requirements shall be written by`insurers that are . admitted carriers -in the state of California and with an A.M. Best's rating of A- orbetter and . a minimum financial size..Vll: Generaiconditions pertaining to provision of insurance coverage by Consultant Consultant, and City agree to :the following'with respect to insurance provided by Consultant 1:Corisultant .agrees to have its insurer endorse the third party, -,general liability coverage .required herein to _include as additional insureds City, its officials, employees and, agents, using. standard ISO endorsement_ No CG 2010 with an ' edition' prior: to " 1992. Consultant also agrees to require`, all contractors; and subcontractors to do likewise. 2.. No lia . bilityj insurance coverage provided to comply with this Ag roe ment.shall Fpr rohibit Consultant;• or .Consultant's, employee&_or agents; from :_waiving the right of subrogation;;prior to a loss. Consultant agrees to waive subrogation r -fights against _ City regardless of the applicability of any insurance proceeds, and to requite -all. - contractors. and subcontractors to do likewise. 3. All insurance coverage and limits provided by Contractor and available or applicable to this. agreement are intended to apply to the- full extent of, the policies -Nothing contained in. this Agreement or any other agreement :relating to the City or, its operations limits the.. application of such insurance coverage. 4. None of the coverages required herein will be in complianceowith these requirements if they' include any limiting endorsement.of any kind that has not. been firstsubmitted to City and approved of in writing. 5 No liability, policy:, shall contain any: provision or definition that would serve to eliminate so-called "third party, action over' claims; including any exclusion for bodily h' t0 an employee of the insured or of any contractor or subcontractor 6. All coverage types' and limits required are subject .to approval, rrmodifrcation, and additional re '-uir' ments b the Cit as. the need arrses -Consultant shall; not, make; q Y Y ...an .y reductions in scope of coverage (e,g. ellminatlon, of contractuaf:iiability Or' reduction of discovery. period) that: may affect City.'s protection without. City's prior written consent 7:. Proof of compliance with these i insurance requirements, consisting of certificates of` insurance evidencing all of the coverages required and an additional',insured endorsement to Consultant's general liability policy; shall be delivered to City at,or . p g nt. In the event such proof of any "insurance. prior to the .execution of this A reeme Phil Martin & Associates, Inc. Page 25 of 27 not delivered „as required, or in the. event such insurance is canceled. at any time and : no replacement coverage is p"rovided, City haste right, but not the duty, to obtain any insuranc& it. deems necessary, to protect its•interests .under this. or any, other agreement and to pay the premium. Any premium so paid by City shall be charged :to and:promptly paid by Consultant or deducted from:su.r due Consultant; at. City option.., 8. Certificate(s) are to reflect that the insurer will provide 30 days notice to City of any cancellation of coverage: Consultant agrees to. require its `insurer tomodify such certificates to delete any.. exculpatory wordirig' stating that failure.of the insurer to mail written, notice of cancellation imposes no obligation, or ,that any party will: "endeavor" (as opposed to being required) to: comply with the requirementsof. the certificate.. 9. It is .acknowledged by the parties of,this agreement that all insurance -coverage: required to be provided by Consultant`orany subcontractor, is intended4b apply first and;on a'primary.,.noncontributing basis in`relation to.any.,other. 'insurance. or. self : insurance available to' City. 10. Consultant agrees.to ensure that subcontractors, -and any other party involved with the project -who is brought onto or involIved.in the project by Consultant,'provide the same minimum insurance coverage required`of :Consult ant Gonsultantagrees to : monitor. and review all,such coverage and assumes all responsibility for ensuring that. such-, coverage is provided in conformity with the requirementsof this section.. Consultant agrees that upon request, all_agreements with subcontractors -and others engaged in the project will be:submitted to .City'for review 11. Consultant. agrees not to self=insure ' or' . use,` any self-insured .retentions or deductibles on any portion of the insurance required herein and further agrees that it. will not allow any contractor, subcontractor, Architect; Engineer or bther entity or per on in an vira involved. in the,performance, on tfe project contemplated p y- Y . by .this agreement to self -insure its obligations' to ,City., If .Consultant's .existing. '. coverage„ineludes'a 'deductible`or.:self=insured "retention;' the deductible or self insured retention must be declared to the -City. At that time the City shall review . options with the Consultant; which may. include reduction or elimination° of: the deductible or self-insured retention', substitution of othercoverage;, or other solutions 12. The City reserves.the right at.any time during theaerm,,of the contract to change`tlT0 . amounts and,types of insurance required by giving the Consultantninety.(90) days advance written 'notice. of -such - change: 'If such. change results in:_ substantial additional cost to the Consultant, the City.will negotiate additional compensation proportional to the increased benefitto City 13. Forpurposes of applying insurance coverage on ly,.this Agreement�will be deemed, to have been, executed immediately upon any party hereto taking:any steps that can. be deemed to be in furtherance.of,or towards performance .of this Agreement.: Phil Martin _& Associates, Inc. . Page. 26 of -27 14. Consultant acknowledges and agrees that any actual or alled failure onthe'part of ge` City to informConsultant-of non-compliance with any insurance; requirement in no way imposes any additional obligations on City nor does it, waive, any, rights hereunder..in thisor any otherregard. 15. Consultant. will renew the required coverage annually as long as City, .or its . employees or -agents face.an exposure from operations of any type pursuant to. this agreement. This obligation applies, whether or'not-the agreement is, canceled or terrninated.for any reason.- Termination of this obligation is -.not, effective until, City . executes a written., statement to that effect. 16. Consultant shall provide proof that policies -of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been,ordered` shall,be submitted prior to expiration. A coverage binder -or letter from -Consultant's' insurance agent to 'this effect: is acceptable. A certificate of insurance and/or additional insured.endorsement as required in these specifications applicable to the. ren_ ewing or new coverage must be provided to City within five days of.the expiration".' of the. coverages: . 17:The provisions of:.Any: workers' compensation or similar act ;will not Limit the obligations of Consultant under_this agreement. Consultant expressly agreesnot to use any statutory immunity defenses under such .laws with respect, to City, its employees, -officials and agents . -8..R e- quireni6hts of specific coverage features'or limits contained in his section are not intended as limitations on coverage,:limits or other requirements!nor'as awaiver of any coverage ,- eea given rovided by anygivn olic pecific refrnce to coverage feature s for.purposes of clarification.only as it pertains to a'given issue, and iS:not intend6d,by any"party'or insured to be limiting or all-inclusive., 19 These insurance "require,ments are intended to be separate and distinct from. any other '.provision in this agreement and are intended by the parties fere to be interpreted as such: 20 The requirements `in,this,Section supersede all other sections and.p"rovisions of this ...Agreement to the extent that any other section or provisionconflicts.-with or impairs ttie provisions of tf.is Section'. 21 Consultant: to be "responsible for ensuring that no contract used byany party. involved in any Way, with the project reserves the right to cf arge.City or Consultant forthe,cost of-additional`insurance-coverage.required bythis agreement. Any,s.uch provisions are to be 'deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements There : - shall be no`recourse`against;City for payment of premiums or other amounts with _ "' respect thereto MAYOR: City o fWpisQ,yNp�/// �.J/yy Y�/ fi��K�K1/ MAYO PROTA MAYOR I'AO THM1I: POLLY Low 8SJ8- VALLEY60ULCVARD70 BOX J99 COUNCIL MHM1IREAS; ROS 91JJ0 AD, CA6) Wauanl ALAaCOry ]¢ MITI 5S 21 TELEPIIONE(621569-2100 MnaaAahT CL. a. _ PAX (626)JW-921R SIEVEYLT AMENDMENT NO. 1 TO PROFESSIONAL SERVICES AGREEMENT The Professional Services Agreement of August 23, 2016, for the Garvey - Earle Residential/Commercial Mixed -Use Plaza and Mitigated Negative Declaration project between the City of Rosemead and Phil Martin & Associates, Inc. is amended as follows: Subsection 3.1.2 Term is amended to reflect a new termination date as follows: The term of this Agreement shall be from August 23, 2016 to December 31, 2017, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. 2. Compensation The total Compensation (Exhibit "C") shall be increased by $3,000. 3. All other terms and conditions contain in the Professional Services Agreement shall remain in full force and effect. Executed this 511 day of April, 2017. �%7 es, Inc. BYi`Lti. Name: Phil Martin Title: President Address: 48601wine Boulevard, Suite 203 Imine CA 92620 City of Rosemead By: 1fX0'R. Name: Bill R. Manis Title: City Manager Address: 8838 Valley Boulevard Rosemead CA 91770 _ CITY OF ROSEMEAD PROFESSIONAL SERVICES AGREEMENT PARTIES AND DATE. This Agreement is made and entered into this 23rd day of August, 2016 by and between the City of Rosemead, a municipal organization organized under the laws of the State of California with its principal place of business at 8838 E. Valley Boulevard, Rosemead, California 91770 ("City") and Phil Martin & Associates, Inc., a corporation with its principal place of business at 4860 Irvine Boulevard, Suite 203, Irvine, CA 92620 ("Consultant'). City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties." 2. RECITALS. 2.1 Consultant. Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing professional enviormental services to public clients, is licensed in the State of California, and is familiar with the plans of City. 2.2 Project. City desires to engage Consultant to render professional land use and environmental consulting services for the proposed mixed use project known as ("Project") and referred to as the Garvey Earle Plaza as set forth in this Agreement. 3. TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project ("Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 3.1.2 Term. The term of this Agreement shall be from August 23, 2016 to March 23, 2017, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. Phil Martin & Associates, Inc. Page 2 of 27 3.2 Responsibilities of Consultant. 3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3.2.2 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit "B" attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City. 3.2.4 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the City. The key personnel for performance of this Agreement are as follows: Phil Martin (President). 3.2.5 City's Representative. The City hereby designates the Community Development Director or her designee, to act as its representative for the performance of this Agreement ("City's Representative"). City's Representative shall have the power to act on behalf of the City for all purposes under this Contract. Consultant shall not accept Phil Martin & Associates, Inc. Page 3 of 27 direction or orders from any person other than the City's Representative or his or her designee. 3.2.6 Consultant's Representative. Consultant hereby designates Phil Martin or his designee, to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his/her best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.2.7 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times. 3.2.8 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. Any employee of the Consultant or its sub -consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project. 3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Phil Martin & Associates, Inc. Page 4 of 27 Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 3.2.10 Insurance. 3.2.10.1 Time for Compliance. Consultant shall maintain, prior to the beginning of and for the direction of this Agreement, insurance coverage as specified in Exhibit "D" attached to and part of this agreement. 3.2.11 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.3 Fees and Payments. 3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "C' attached hereto and incorporated herein by reference. The total compensation shall not exceed forty-one thousand eight hundred twenty-five dollars ($41,825) without advance written approval of the Community Development Director. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement. 3.3.2 Payment of Compensation. Consultant shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. 3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City. 3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work' means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of Phil Martin & Associates, Inc. Page 5 of 27 this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from City's Representative. 3.3.5 Prevailing Wages. Consultant is aware of the requirements of California Labor Code Section 1720, at seq., and 1770, at seq., as well as California Code of Regulations, Title 8, Section 1600, at seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant's principal place of business and at the project site. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 3.4 Accounting Records. 3.4.1 Maintenance and Inspection. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.5 General Provisions. 3.5.1 Termination of Agreement. 3.5.1.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. 3.5.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be Phil Martin & Associates, Inc. Page 6 of 27 required to provide such document and other information within fifteen (15) days of the request. 3.5.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: CONSULTANT: Phil Martin & Associates, Inc. 4860 Irvine Boulevard, Suite 203 Irvine, CA 92620 Attn: Phil Martin CITY: City of Rosemead 8838 Valley Boulevard Rosemead, CA 91770 Attn: Cory Hanh, Associate Planner Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the parry at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.3 Ownership of Materials and Confidentiality. 3.5.3.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. Phil Martin & Associates, Inc. Page 7 of 27 3.5.3.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.5 Attorney's Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recoverfrom the losing party reasonable attorney's fees and all other costs of such action. 3.5.6 Indemnification. Consultant shall defend, indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions or willful misconduct of Consultant, its officials, officers, employees, agents, consultants and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses. Consultant shall defend, at Consultant's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents or volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse City and its directors, officials, officers, employees, agents and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials officers, employees, agents or volunteers. 3.5.7 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed Phil Martin & Associates, Inc. Page 8 of 27 by both parties. 3.5.8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. 3.5.9 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.5.10 City's Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project. 3.5.11 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties. 3.5.12 Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.5.13 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subcontractors of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.5.14 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.15 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Parry shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.5.16 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.5.17 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. Phil Martin & Associates, Inc. Page 9 of 27 3.5.18 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Consultant further agrees to file, or shall cause its employees or subconsultants to file, a Statement of Economic Interest with the City's Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.5.19 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.5.20 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.5.21 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Parry warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.5.22 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 3.6 Subcontracting. 3.6.1 Prior Approval Required. Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. Phil Martin & Associates, Inc. Page 10 of 27 CITY OF ROSEMEAD By: r�wbk1 Sandra Armenta, Mayor City of Rosemead Attest: Marc Donohue City Clerk Approved as to Form: Rachel Richman, City Attorney Burke, Williams & Sorensen, LLP PHIL MARTIN & ASSOCIATES, INC. By: Name: fit— lL`T� Title:tC�S OFNT [If Corporation, TWO SIGNATURES, President OR Vice President AND Secretary, AND CORPORATE SEAL OF CONTRACTOR REQUIRED] Name: &/-*/'P- yn l;d Title: Phil Martin & Associates, Inc. Page 11 of 27 EXHIBIT "A" SCOPE OF SERVICES Phil Martin & Associates, Inc. proposes the following work product to prepare the environmental document for the project. Project Approach: Based on our understanding of the project and experience preparing Mitigated Negative Declarations for similar mixed-use projects, we propose to prepare a Mitigated Negative Declaration to comply with CEQA. An outline of the services that Phil Martin & Associates will provide the city is provided below with a detailed description of the services following the outline: • Kick-off meeting — meet with city staff and project applicant to establish a schedule to complete the MND, gather specific information/studies from the applicant, identify contact personnel with the city and applicant, and identify potential environmental issues. • Prepare MND—complete and submit MND to city staff for review and comment and incorporate staff's comments into MND for public circulation. • Circulate MND — circulate the MND for a CEQA required 30 -day public review period. • Respond to Comments — provide written responses to all comments received to the MND. • Public Hearings — attend and provide support to city staff at the Planning Commission and City Council hearings. • Notice of Determination— File the Notice of Determination and pay the required Fish and Wildlife fee with the County Clerk Recorder. a) Kick-off Meeting Upon authorization to proceed and signature of a contract, Phil Martin will meet with City staff and the applicant to discuss the project in detail, develop a schedule to complete the MND and obtain the documents requested in this proposal to begin preparation of the MND. We will also discuss a traffic scope of work with the City's traffic engineer and the traffic consultant to ensure the traffic consultant adequately addresses all City traffic and circulation issues associated with the project. b) Preparation of Mitigated Negative Declaration Immediately after the kick-off meeting Phil Martin & Associates will begin preparation of the Mitigated Negative Declaration. Phil Martin & Associates will prepare the MND to comply with the 2016 CEQA Guidelines, as amended. The MND will include the following tasks: Phil Martin & Associates, Inc. Page 12 of 27 Aesthetics The City of Rosemead General Plan does not identify any designated scenic resources on the site and the State does not have any adopted scenic state highways adjacent to or close proximity to the site. Thus, this section will focus on and analyze the potential aesthetic impacts of the project on the land uses adjacent to and surrounding the site. The existing aesthetic characteristics of the site and surrounding land uses will be described, including the residences north and northwest of the site. This section will also discuss how the project design is sensitive to the residential land uses north and northwest of the site in regards to massing, siting of parking and loading facilities and lighting. Surface level photographs of the site and the surrounding land uses will be provided along with a photo key map to show the aesthetic and visual qualities on the site and the land uses surrounding the site. This section will include building elevations showing the architecture, design, and color scheme of the proposed building as seen from all four sides including the adjacent streets and the residential homes north of the site. A landscape plan showing the proposed plantings and hardscape materials of the project will be included in the MND. The aesthetic section will compare the architecture, design, and landscape plans to any applicable City design guidelines. As an option, Phil Martin & Associates will prepare a photometric study to identify potential lighting impacts of the project to adjacent land uses, with focus on the residents north and northwest of the site. The photometric study will show the lumens on the properties adjacent to the site to determine if project lighting would impact adjacent residents. If potential aesthetic and lighting impacts are identified, measures to mitigate potential aesthetic impacts will be recommended in conjunction with recommendations of city staff and the project developer. Air Quality Giroux & Associates will prepare an air quality analysis and greenhouse gas emission calculations as a sub -consultant to Phil Martin & Associates. Phil Martin & Associates will summarize the airquality and greenhouse gas emission reports in the MND and attached in the appendix. The air quality report will include the following information Provide an air quality setting based upon SCAQMD monitoring data from the Pico Rivera air monitoring station, which is the closest air monitoring station to the project. Calculate temporary construction activity emissions (demolition, grading & construction) using procedures identified in the SCAQMD CEQA Air Quality Handbook (1993) and incorporated into the CaIEEMod computer model. Calculate regional vehicular emissions using the currently recommended CaIEEMod computer model. Prepare a local significance threshold analysis with respect to multi -family and motel uses near the site. Phil Martin & Associates, Inc. Page 13 of 27 • Discuss project consistency with the South Coast Air Basin Regional Air Quality Management Plan in terms of land use planning consistency. • Identify any potentially applicable mitigation measures, including relevant transportation control measures (TCMs) incorporated into the air basin portion of the California State Implementation Plan (SIP). • Discuss the potential effects on local air quality of cumulative development in the area. • Summarize the air quality findings in a"stand-alone" draft air quality technical report in a setting/impact/mitigation format. The air quality impacts of the project will be divided into the short-term dust generation, local impacts, and long-term regional air pollution increases. Short-term dust and emission generation due to construction activities will be forecasted using the URBEMIS model. If provided bythe project applicant, detailed estimates of the potential construction equipment that will be used during project demolition and construction will be referenced to calculate these emissions. Otherwise, conservative estimates of the various required construction activities to determine short-term emissions will be used. The air pollutant emissions generated during project construction will be compared to the SCAQMD Regional and Local Significance Thresholds. Measures to reduce dust generation required by the South Coast Air Quality Management District will be identified. Additionally, measures in the AQMP to control construction activity emissions will be, as applicable, discussed in the air quality report. Long-term operational emissions will be generated by project traffic, combustion of natural gas to heat the building, operation of landscape equipment, and the use of architectural coatings during building maintenance. The air emissions generated by these sources will be assessed and compared to the SCAQMD Regional and Local Significance Thresholds to determine their significance. Mitigation measures will be recommended to reduce significant long-term operational air quality emissions as much as possible to meet adopted thresholds and comply with CEQA. Greenhouse Gas Assessment Giroux and Associates will closely follow the generally accepted analysis methodologies and significance thresholds for greenhouse gas emissions and will apply the most current standards to the project. The greenhouse gas scope of work will include the following: • Describe the existing GHG regulatory environment focused on AS-32 and SB-375. Summarize the base year GHG emissions inventory for Rosemead and discuss the likely progress in moving forward from that time. • Identify the appropriate thresholds of impact significance that include both the quantity of GHG generated by the project as well as project consistency with sustainable community initiatives. • Quantify GHG emissions associated with transportation, on-site energy consumption, indirect electricity generation emissions, solid waste generation, and water use using the CalEEMod computer model GHG module. • Based upon the relative roles of transportation and non-transportation emissions projections, identify mitigation potential that might reduce the gap between AB-32 goals versus programs that are already in place (CAFE, LCFS, energy efficiency, Phil Martin & Associates, Inc. Page 14 of 27 etc.). Determine GHG impact significance after application of available mitigation measures. Geology and Soils A preliminary geotechnical report will be provided by the project applicant to Phil Martin & Associates for incorporation into the MND. The geotechnical report will be summarized in the MND and the full geotechnical report included in the appendix. Hazards and Hazardous Materials A Phase I Environmental Site Assessment (ESA) will be provided bythe project applicantto Phil Martin & Associates for incorporation into the MND. The Phase I ESA will be summarized in the MND and the full geotechnical report included in the appendix. Mitigation measures, based on the conclusions and recommendations in the Phase I ESA will be incorporated into the MND to reduce potential hazardous impacts to less than significant to comply with CEQA. Hydrology/Water Quality A hydrology report, grading plan and Standard Urban Stormwater Mitigation Plan (SUSMP) will be provided by the project applicant to Phil Martin & Associates for incorporation into the MND. The hydrology report and SUSMP will be summarized in the MND and the full reports included in the appendix. Mitigation measures, if required, will be incorporated to reduce potential water quality, grading or storm water impacts to less than significant to comply with CEQA. Land Use The project is consistent with the General Plan and current zoning for the site. Therefore, a General Plan Amendment or Zone Change will not be required. The land use section will discuss the compatibility of the project with the adjacent surrounding land uses, including residential to the north and northwest, a motel to the east and commercial to the south. This section will discuss the consistency of the project with the General Plan and the C-3, RC-MUDO/D-O development standards. When required, measures will be recommended to reduce land use impacts to less than significant. Noise Giroux & Associates will prepare a noise assessment for the project as a sub -consultant to Phil Martin & Associates. Phil Martin & Associates will summarize the noise assessment and attach the complete report in the MND appendix. Phil Martin & Associates, Inc. Page 15 of 27 The noise assessment will include the following: • Perform limited on-site ambient noise monitoring after consultation with city staff to establish an existing baseline and determine the noise generation from traffic and area commercial uses. • Develop a baseline traffic noise exposure profile in terms of the CNEL noise metric using the FHWA Model with the latest California vehicle noise curves (CALVENO) focused on local impacts from freeway traffic. • Prepare a no-project versus with -project mobile noise impact comparison, including any viable project alternative development scenarios. Identify specific sensitive receiver locations where mobile source noise impacts may adversely affect nearby sensitive receivers. • Evaluate stationary noise impacts from temporary on-site construction noise sources. • Relate project noise impacts to the Noise Element noise/land use compatibility guidelines in the City of Rosemead General Plan Noise Element and other applicable noise exposure regulations. • Develop a noise impact mitigation plan for any predicted noise impacts that exceed target noise exposure limits, including community noise standards relevant to this project as contained in the City of Rosemead Noise Element and Noise Ordinance (Chapter 8.36). The City's noise standards will be summarized and their relevance to the project discussed. • Develop a noise impact mitigation plan for any predicted noise impacts that exceed target noise exposure limits. Identify likely structural noise protection that will be needed to meet the building code for the uses proposed. • Summarize the findings in a "stand-alone" draft noise report. Mitigation measures to reduce potential noise impacts will be provided as necessary to meet the City's Noise Ordinance and comply with CEQA. Public Services and Utilities This section will evaluate the potential impacts of the project on the various public services and utilities that will serve the project. The public services that will be analyzed include police and fire protection, solid waste collection, water, wastewater, electricity, and natural gas. Service letters will be sent to the public agencies to solicit their comments with regards to impacts by the project on their respective service. Information will be provided that identifies the size and location of the existing services/utilities that serve the site and discuss if the existing facilities are adequate of if upgrades and improvements will be required. For the existing utilities that will need to be upgraded or extended to serve the project the MND will discuss potential impacts to extend or upgrade those utilities. When required to comply with CEQA, mitigation measures will be recommended to reduce potential impacts to less than significant. Tra nsportatio nrl-raffis Stantec will prepare a traffic and circulation study for the project as a sub-consultant to Phil Martin & Associates. Stantec's traffic scope of work will be reviewed and approved by the Phil Martin & Associates, Inc. Page 16 of 27 City prior to their start of the traffic study to ensure the traffic study addresses all of the city's traffic and circulation concerns. Applicable traffic data from the traffic report for the recently approved Garvey Garden Plaza project will be utilized to save time and costs. Stantec proposes the following traffic scope of work: Background Research and Field Inventory The Traffic Impact Analysis (TIA) will be prepared in accordance with applicable City guidelines. Stantec will conduct research with the appropriate agencies to identify future planned roadway improvements, if any, within the project study area. They will obtain recently completed traffic impact studies and information on other projects located in vicinity of the proposed project, as applicable. Stantec will inventory the existing intersection geometrics and controls, the number of through travel lanes on roadways, presence and types of medians, pedestrian, bicycle, parking and transit facilities, and existing land uses within the project vicinity. The traffic generation of the project will be based on the latest site plan and estimated using trip generation rates identified in Trip Generation, 9th Edition, published by the Institute of Transportation Engineers. The project geographical trip distribution will be based in accordance with site access and the local and regional roadway network characteristics. The project is anticipated to generate approximately 554 weekday vehicle trips with 8 inbound and 17 outbound trips during the AM peak hour and 27 inbound and 23 outbound trips during the PM peak hour. Because the site is currently occupied as a rental car/auto sales use, it is appropriate to reduce the estimated project trip generation by the existing trip generation of the site. The project impact to the surrounding circulation system will be based on the net trip generation of the proposed mixed-use site. The study area and the intersections that will be studied for the project will be the same as the intersections that were approved for the recently approved Garvey Garden Plaza traffic study, including on-off ramps at the 1-10 freeway north of the site. Therefore, ten (10) intersections in this study will include the following: • Garvey Avenue at San Gabriel Boulevard (signalized); • Garvey Avenue at Delta Avenue (signalized); • Garvey Avenue at Walnut Grove Avenue (signalized); • Walnut Grove Avenue at Fern Avenue (signalized); • Hellman Avenue/San Gabriel Blvd. at 1-10 Eastbound Ramps (signalized); • San Gabriel Boulevard at 1-10 Eastbound Ramps (stop controlled); • San Gabriel at 1-10 Westbound Ramps (stop controlled); • Hellman Avenue at Walnut Grove Avenue (signalized); • Hellman Avenue at 1-10 Eastbound off -ramp (signalized); • Walnut Grove Avenue at 1-10 Westbound Ramps (stop controlled). Traffic Volume Data Collection Phil Martin & Associates, Inc. Page 17 of 27 Stantec will use existing weekday traffic data that was collected and referenced in the Garvey Garden Plaza traffic report, including on-offramp counts at the 1-10 at Walnut Grove Avenue and San Gabriel Boulevard in September of 2014 for preparation of the traffic study for this project. As noted above, ten (10) weekday AM/PM peak hour turning movement counts were conducted at the above intersections along with eight (8) weekday 24-hour volume counts at various roadway segments within the study area. Therefore, new traffic volume counts for these proposed studied intersections/segments will not be required for the project. However, if the City request that additional intersections be studied, additional costs for traffic counts and intersection analysis may be required. Project Trip Generation and Traffic Projections After the existing traffic data and scope or work is confirmed by the City, a growth factor will be applied to the existing traffic volumes, if appropriate, to account for the ambient traffic growth for the future baseline year. The baseline year for the traffic study will be the expected project completion year. Baseline year future forecasts will also include volumes of cumulative development projects located in vicinity of the study area as identified by the City. For purposes of the traffic study, it will be assumed the project will be implemented in a single phase. Level of Service Analysis Stantec will use the 2000 Highway Capacity Manual (HCM) and the Intersection Capacity Utilization (ICU) methods in accordance with City/County guidelines and parameters to determine intersection level of service (LOS) at the study area stop -controlled and signalized intersections, respectively. The target level of service has been confirmed by the City as LOS D. Roadway level of service will be based on volume -to -capacity (V/C) analysis. Level of service analysis will be performed for the following six (6) scenarios for the study are intersections: • Existing volumes; • Existing volumes plus Project; • Existing volumes plus Project with mitigation (if necessary); • Baseline (Project Year) volumes (Existing volumes + ambient growth + cumulative); • Baseline plus Project (Project Year) volumes; and • Baseline plus Project (Project Year) volumes with mitigation (if necessary). Additional Specific Analyses The traffic report will also include additional analyses that will include as appropriate, but will not be limited to, geometric configuration/striping alternatives, signal warrant analysis, queuing analysis, sight distance analysis, on-site circulation including consideration of vertical clearances, parking and parking code compliance, and emergency vehicle access. Phil Martin & Associates, Inc. Page 18 of 27 Report Preparation The traffic report will include all tables, figures, and text as required to document the study methodologies, conclusions, and recommendations. The report will also include all LOS, volume -to -capacity, traffic data, and all other appropriate back-up calculations in the appendix. Measures to mitigated project traffic and circulation impacts will be recommended when required to meet City level of service requirements and CEQA. Cumulative Impacts Per CEQA Guidelines Section 15355 this section will provide a discussion of the potential environmental effects that could occur with development of the project in conjunction with other planned and entitled projects in the area, including the compounding of cumulative project impacts. Cumulative project information will be obtained from City staff and include projects that have been entitled but not constructed, projects that are not entitled, but in the planning process, and reasonably foreseeable future projects. The cities adjacent to Rosemead will be contacted to identify any projects within their jurisdiction that should be included in the cumulative impact analysis. A map will be prepared to show the location of the cumulative projects. When required by CEQA, mitigation measures will be recommended to mitigate any cumulative project impacts. References, Persons and Agencies Contacted and MND Preparation This section will list all reference documents used to prepare the MND and all persons, agencies and individuals contacted during preparation of the MND. Appendices The MND appendix will include all technical reports. c) Screen Check MND Once the MND is completed five (5) hard copies and one (1) compact disc of the Mitigated Negative Declaration will be submitted to city staff for its review and comment. Staff's comments and changes will be incorporated into the MND and five (5) second screen check hard copies and one (1) compact disc will be submitted for a second review to the city. Staff's final screen check comments will be incorporated and the Mitigated Negative Declaration prepared for printing. a) Print and Mail MND Phil Martin & Associates will print and mail fifteen (15) hard copies and/or compact disks of the MND for public circulation and use by the City, including the surrounding cities, the Los Angeles County Planning Department and any other agencies or private entities requesting the MND. Due to the close proximity of the project to Interstate 10 and Caltrans potential Phil Martin & Associates, Inc. Page 19 of 27 interest in the project, Phil Martin & Associates will prepare a Notice of Preparation and prepare fifteen (15) compact discs (CDs) for submittal to the State Clearinghouse for a 30- day review. A master hard copy and a compact disk of the MND will be provided to the City for its use. b) Prepare Notice of Intent to Adopt a Mitigated Negative Declaration Phil Martin & Associates will prepare a Notice of Intent to Adopt a MND (NOI). Once reviewed and approved by the City, a copy will be mailed to all responsible agencies and interested persons along with a copy of the MND on compact disc. Phil Martin & Associates will also file the NO[ with the Los Angeles County Clerk to start the 30-day MND public review period. c) Respond to Comments Phil Martin & Associates, Inc. will prepare written responses to all comments received to the MND. For the purpose of this proposal Phil Martin & Associates has allocated six (6) hours to respond to comments, which includes time for Phil Martin & Associates and its sub-consultants. Additional time for Phil Martin & Associates and/or sub-consultants to respond to comments beyond six hours will be billed on a time and materials basis. Five (5) hard copies and one (1) compact disc of the Response to Comments will be submitted to the city for its review and comment. The city's changes will be incorporated and copies of the Response to Comments will be printed. Phil Martin & Associates will mail the Response to Comments to the agencies and individuals that submitted comments at least ten days prior to the scheduled hearing to adopt the MND. Phil Martin & Associates will print and mail up to ten (10) copies of the Response to Comments. d) Attend Public Hearings Phil Martin & Associates has budgeted to attend one (1) Planning Commission and one (1) City Council hearing. Attendance at additional public hearings will be billed on time and material basis. e) File Notice of Determination and Pay Fish and Wildlife Fee Phil Martin & Associates will prepare the Notice of Determination (NOD) as required by Section 15094 of the CEQA Guidelines. The day after the MND is adopted and the project is approved Phil Martin & Associates will file the Notice of Determination with the Los Angeles County Clerk. Phil Martin & Associates will file a No Effect Determination form to California Fish and Wildlife to exempt the project from paying the State required Fish and Game fee at the time the Notice if Determination is filed with the Los Angeles County Clerk. If a No Effect Determination is issued by Fish and Wildlife the fee will not be required. However, if a No Effect Determination is not issued, the project applicant shall provide a check for payment of the applicable California Department of Fish and Wildlife fee at the time the NOD is filed with the Los Angeles County Clerk. Once the NOD is filed with the Los Angeles County Phil Martin & Associates, Inc. Page 20 of 27 Clerk, Phil Martin & Associates will provide the original Fish and Wildlife Fee receipt and a copy of the filed NOD to the city for its records. There is a 30 -day statute of limitation period the public has to file legal challenges to the adoption of the MND once the Notice of Determination is filed with the Los Angeles County Clerk. If no legal challenges to the adequacy of the MND are filed within this 30 -day period the adoption is final. f) Mitigation Monitoring Plan Phil Martin & Associates will prepare a Mitigation Monitoring Plan (MMP) as required by Public Resources Code Section 21081.6 for all measures that are recommended to mitigate significant impacts. The Mitigation Monitoring Plan will list all mitigation measures presented in the MND and identify the City department that will be responsible to monitor and implement each mitigation measure. Once the MMP is completed, two (2) hard copies will be submitted to city staff for its review. Staffs comments will be incorporated and five (5) hard copies submitted to the city. Phil Martin & Associates, Inc. Page 21 of 27 EXHIBIT "B" SCHEDULE OF SERVICES The schedule and milestones for the preparation of a Mitigated Negative Declaration are presented below. The schedule is based on an anticipated "start date" of August 30, 2016. 1) Start Date - kick-off meeting — August 30, 2016 2) Submit Screen Check Initial Study/Mitigated Negative Declaration to City — October 3, 2016 3) Receive staff comments to Initial Study/Mitigated Negative Declaration — October 17, 2016 4) Mail Initial Study/Mitigated Negative Declaration — October 20, 2016 5) Initial Study/Mitigated Negative Declaration public review period — October 21, 2016— November 21, 2016 6) Submit screen check Initial Study/Mitigated Negative Declaration Response to Comments to City — November 30, 2016 7) Receive staff comments to screen check Initial Study/Mitigated Negative Declaration (Response to Comments) — December 6, 2016 8) Mail Initial Study/Mitigated Negative Declaration Response to Comments and submit final Initial Study/Mitigated Negative Declaration to City staff for its use — December 7, 2016 9) Planning Commission/City Council hearings — January/February 2017 10) File Notice of Determination with County Clerk — February 2017 Milestones 1) Start Date/Kick-off meeting — August 30, 2016 2) Initial Study/MND public review period — October 21, 2016 — November 21, 2016 3) Mail Initial Study/MND Response to Comments — December 7, 2016 4) Planning Commission/City Council hearings — January/February 2017 5) File Notice of Determination — February 2017 Phil Martin & Associates, Inc. Page 22 of 27 EXHIBIT "C" COMPENSATION Mitigated Negative Declaration Budget The cost to prepare the Mitigated Negative Declaration is $41,825 without the preparation of the optional photometric study and $44,825 with the photometric study as shown below. MND Cost Breakdown Kick-off Meetin —Phil Martin $175 $450Initial Stud /MNDPre are Initial Stud /MND —Phil Martin $175 $22,050Traffic—StantecConsultin 7$800 $11,600Air Quality/Greenhouse Gas ReporUNoise Giroux & Associates j $3,950— Direct— rintin , mailin , CDs Final MND Response to Comments $175 $1,050 Mitigation Monitoring and Reporting Program $175 $350 File CEQA notices $525 Public Hearings — 1 Planning Commission and 1 City Council — Phil Martin $175 $1,050 Total $41 825 Option Photometric Study $3,000 Total with Option $44,825 'fixed fee contract The coordination with the completion of the special studies that are provided by the project applicant, including any response to comments, shall be provided by others. Phil Martin & Associates, Inc. Page 23 of 27 EXHIBIT "D" INSURANCE REQUIREMENTS Prior to the beginning of and throughout the duration of the Work, Consultant will maintain insurance in conformance with the requirements set forth below. Consultant will use existing coverage to comply with these requirements. If that existing coverage does not meet the requirements set forth here, Consultant agrees to amend,supplement or endorse the existing coverage to do so. Consultant acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required. Any insurance proceeds available to City in excess of the limits and coverage required in this agreement and which is applicable to a given loss, will be available to City. Consultant shall provide the following types and amounts of insurance: Commercial General Liability Insurance using Insurance Services Office "Commercial General Liability" policy form CG 0001 or the exact equivalent. Defense costs must be paid in addition to limits. There shall be no cross liability exclusion for claims or suits by one insured against another. Limits are subject to review but in no event less than $1,000,000 per occurrence. Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including symbol 1 (Any Auto) orthe exact equivalent. Limits are subject to review, but in no event to be less that $1,000,000 per accident. If Consultant owns no vehicles, this requirement may be satisfied by a non -owned auto endorsementto the general liability policy described above. If Consultant or Consultant's employees will use personal autos in any way on this project, Consultant shall provide evidence of personal auto liability coverage for each such person. Workers Compensation on a state -approved policy form providing statutory benefits as required by law with employer's liability limits no less than $1,000,000 per accident or disease. Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit requirements, shall provide coverage at least as broad as specified for the underlying coverages. Any such coverage provided under an umbrella liability policy shall include a drop down provision providing primary coverage above a maximum $25,000 self-insured retention for liability not covered by primary but covered by the umbrella. Coverage shall be provided on a "pay on behalf' basis, with defense costs payable in addition to policy limits. Policy shall contain a provision obligating insurer at the time insured's liability is determined, not requiring actual payment by the insured first. There shall be no cross liability exclusion precluding coverage for claims or suits by one insured against another. Coverage shall be applicable to City for injury to employees of Consultant, subconsultants or others involved in the Work. The scope of coverage provided is subject to approval of City following receipt of proof of insurance as required herein. Limits are subject to review but in no event less than $1,000,000 per occurrence. Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of Phil Martin & Associates, Inc. Page 24 of 27 the consultant and "Covered Professional Services" as designated in the policy must specifically include work performed under this agreement. The policy limit shall be no less than $$1,000,000 per claim and in the aggregate. The policy must "pay on behalf of" the insured and must include a provision establishing the insurer's duty to defend. The policy retroactive date shall be on or before the effective date of this agreement. Insurance procured pursuant to these requirements shall be written by insurers that are admitted carriers in the state of California and with an A.M. Bests rating of A- or befterand a minimum financial size VII. General conditions pertaining to provision of insurance coverage by Consultant. Consultant and City agree to the following with respect to insurance provided by Consultant: 1. Consultant agrees to have its insurer endorse the third party general liability coverage required herein to include as additional insureds City, its officials, employees and agents, using standard ISO endorsement No. CG 2010 with an edition prior to 1992. Consultant also agrees to require all contractors, and subcontractors to do likewise. 2. No liability insurance coverage provided to comply with this Agreement shall prohibit Consultant, or Consultant's employees, or agents, from waiving the right of subrogation prior to a loss. Consultant agrees to waive subrogation rights against City regardless of the applicability of any insurance proceeds, and to require all contractors and subcontractors to do likewise. 3. All insurance coverage and limits provided by Contractor and available or applicable to this agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations limits the application of such insurance coverage. 4. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. 5. No liability policy shall contain any provision or definition that would serve to eliminate so-called "third party action over" claims, including any exclusion for bodily injury to an employee of the insured or of any contractor or subcontractor. 6. All coverage types and limits required are subject to approval, modification and additional requirements by the City, as the need arises. Consultant shall not make any reductions in scope of coverage (e.g. elimination of contractual liability or reduction of discovery period) that may affect City's protection without City's prior written consent. 7. Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all of the coverages required and an additional insured endorsement to Consultant's general liability policy, shall be delivered to City at or prior to the execution of this Agreement. In the event such proof of any insurance is Phil Martin & Associates, Inc. Page 25 of 27 not delivered as required, or in the event such insurance is canceled at anytime and no replacement coverage is provided, City has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests under this or any other agreement and to pay the premium. Any premium so paid by City shall be charged to and promptly paid by Consultant or deducted from sums due Consultant, at City option. 8. Certificate(s) are to reflect that the insurer will provide 30 days notice to City of any cancellation of coverage. Consultant agrees to require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, or that any party will "endeavor" (as opposed to being required) to comply with the requirements of the certificate. 9. It is acknowledged by the parties of this agreement that all insurance coverage required to be provided by Consultant or any subcontractor, is intended to apply first and on a primary, noncontributing basis in relation to any other insurance or self insurance available to City. 10. Consultant agrees to ensure that subcontractors, and any other party involved with the project who is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with subcontractors and others engaged in the project will be submitted to City for review. ti. Consultant agrees not to self -insure or to use any self-insured retentions or deductibles on any portion of the insurance required herein and further agrees that it will not allow any contractor, subcontractor, Architect, Engineer or other entity or person in any way involved in the performance of work on the project contemplated by this agreement to self -insure its obligations to City. If Consultant's existing coverage includes a deductible or self-insured retention, the deductible or self- insured retention must be declared to the City. At that time the City shall review options with the Consultant, which may include reduction or elimination of the deductible or selfinsured retention, substitution of other coverage, or other solutions. 12. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City will negotiate additional compensation proportional to the increased benefit to City. 13. For purposes of applying insurance coverage only, this Agreement will be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance of or towards performance of this Agreement. Phil Martin & Associates, Inc. Page 26 of 27 14. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non-compliance with any insurance requirement in no way imposes any additional obligations on City nor does it waive any rights hereunder in this or any other regard. 15.Consultant will renew the required coverage annually as long as City, or its employees or agents face an exposure from operations of any type pursuant to this agreement. This obligation applies whether or not the agreement is canceled or terminated for any reason. Termination of this obligation is not effective until City executes a written statement to that effect. 16. Consultant shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A coverage binder or letter from Consultant's insurance agent to this effect is acceptable. A certificate of insurance and/or additional insured endorsement as required in these specifications applicable to the renewing or new coverage must be provided to City within five days of the expiration of the coverages. 17.The provisions of any workers' compensation or similar act will not limit the obligations of Consultant under this agreement. Consultant expressly agrees not to use any statutory immunity defenses under such laws with respect to City, its employees, officials and agents. 18. Requirements of specific coverage features or limits contained in this section are not intended as limitations on coverage, limits or other requirements nor as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all-inclusive. 19.These insurance requirements are intended to be separate and distinct from any other provision in this agreement and are intended by the parties here to be interpreted as such. 20. The requirements in this Section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impairs the provisions of this Section. 21. Consultant agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or Consultant for the cost of additional insurance coverage required by this agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto. Phil Martin & Associates, Inc. Page 27 of 27 22. Consultant agrees to provide immediate notice to City of any claim or loss against Consultant arising out of the work performed under this agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. CITY OF ROSEMEAD PROFESSIONAL SERVICES AGREEMENT PARTIES AND DATE. This Agreement is made and entered into this 15'h day of June, 2016 by and between the City of Rosemead, a municipal organization organized under the laws of the State of California with its principal place of business at 8838 E. Valley Boulevard, Rosemead, California 91770 ("City") and Phil Martin & Associates, Inc., a corporation with its principal place of business at 4860 Irvine Boulevard, Suite 203, Irvine, CA 92620 ("Consultant'). City and Consultant are sometimes individually referred to herein as"Party" and collectively as "Parties." 2. RECITALS 2.1 Consultant. Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing professional enviormental services to public clients, is licensed in the State of California, and is familiar with the plans of City. 2.2 Project. City desires to engage Consultant to render professional land use and environmental consulting services for the proposed mixed use project known as ('Project') and referred to as the Hampton Inn & Suites as set forth in this Agreement. 3. TERMS 3.1 Scope of Services and Term. 3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project ("Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 3.1.2 Term. The term of this Agreement shall be from June 15, 2016 to December 31, 2016, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. Phil Martin & Associates, Inc. Page 2 of 26 3.2 Responsibilities of Consultant. 3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3.2.2 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit "B" attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City. 3.2.4 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Projector a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the City. The key personnel for performance of this Agreement are as follows: Phil Martin (President). 3.2.5 City's Representative. The City hereby designates the Community Development Director or her designee, to act as its representative for the performance of this Agreement ("City's Representative"). City's Representative shall have the powerto act on behalf of the City for all purposes under this Contract. Consultant shall not accept direction or orders from any person other than the City's Representative or his or her designee. Phil Martin & Associates, Inc. Page 3 of 26 3.2.6 Consultant's Representative. Consultant hereby designates Phil Martin or his designee, to act as its representative for the performance of this Agreement ("Consultant's Representative'). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his/her best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.2.7 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times. 3.2.8 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. Any employee of the Consultant or its sub -consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project. 3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. Phil Martin & Associates, Inc. Page 4 of 26 3.2.10 Insurance. 3.2.10.1 Time for Compliance. Consultant shall maintain prior to the beginning of and for the direction of this Agreement insurance coverage as specified in Exhibit "D" attached to and part of this agreement. 3.2.11 Safety. Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Contractor shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.3 Fees and Payments. 3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "C" attached hereto and incorporated herein by reference. The total compensation shall not exceed forty-four thousand eight hundred fifty dollars ($44,850) without advance written approval of the Community Development Director. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement. 3.3.2 Payment of Compensation. Consultant shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. 3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City. 3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from City's Representative. Phil Martin & Associates, Inc. Page 5 of 26 3.3.5 Prevailing Wages. Consultant is aware of the requirements of California Labor Code Section 1720, at seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 1600, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies atthe Consultant's principal place of business and at the project site. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 3.4 Accounting Records. 3.4.1 Maintenance and Inspection. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.5 General Provisions. 3.5.1 Termination of Agreement. 3.5.1.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. 3.5.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request. Phil Martin & Associates, Inc. Page 6 of 26 3.5.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: CONSULTANT: Phil Martin & Associates, Inc. 4860 Irvine Boulevard, Suite 203 Irvine, CA 92620 Attn: Phil Martin CITY: City of Rosemead 8838 Valley Boulevard Rosemead, CA 91770 Attn: Lily T. Valenzuela, City Planner Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.3 Ownership of Materials and Confidentiality. 3.5.3.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant underthis Agreement ('Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 3.5.3.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, Phil Martin & Associates, Inc. Page 7 of 26 written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 3.5.4 Cooperation; Further Acts, The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.5 Attorney'sFees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all other costs of such action. 3.5.6 Indemnification. Consultant shall defend, indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions or willful misconduct of Consultant, its officials, officers, employees, agents, consultants and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses. Consultant shall defend, at Consultant's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents or volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse City and its directors, officials, officers, employees, agents and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials officers, employees, agents or volunteers. 3.5.7 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties. Phil Martin & Associates, Inc. Page 8 of 26 3.5.8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. 3.5.9 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.5.10 City's Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project. 3.5.11 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties. 3.5.12 Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.5.13 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subcontractors of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.5.14 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.15 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.5.16 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.5.17 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. Phil Martin & Associates, Inc. Page 9 of 26 3.5.18 Prohibited interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Consultant further agrees to file, or shall cause its employees or subconsultants to file, a Statement of Economic Interest with the City's Filing Officer as required understate law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.5.19 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.5.20 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.5.21 Authorityto Enter Agreement. Consultant has all requisite powerand authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.5.22 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 3.6 Subcontracting. 3.6.1 Prior Approval Required. Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. Phil Martin & Associates, Inc. Page 10 of 26 CITY OF ROSEMEAD By: Sandra Armenta, Mayor City of Rosemead Attes Ericka Hernandez Acting City Clerk Approved as to Form: achel Richman, ity Attorney Burke, Williams & Sorensen, LLP PHIL MARTIN & ASSOCIATES, INC. By: Name: \l -- Title: [If Corporation, TWO SIGNATURES, President OR Vice President AND Secretary, AND CORPORATE SEAL OF CONTRACTOR REQUIRED] I Name:Cf��/1i Title: �L��-�l-)7Q�%Z Phil Martin & Associates, Inc. Page 11 of 26 EXHIBIT "A" SCOPE OF SERVICES Phil Martin & Associates proposes the following work product to prepare the environmental impact report for the project. a. Kick-off Meeting Upon authorization to proceed and signature of a contract, Phil Martin will meet with City staff and the project applicant to discuss the project in detail, develop a schedule to complete the MND and obtain the documents requested in this proposal to begin preparation of the MND. We will also discuss a traffic scope of work with the City's traffic engineer and the traffic consultant to ensure the traffic consultant adequately addresses all City traffic and circulation issues associated with the project. b. Preparation of Mitigated Negative Declaration Immediately after the kick-off meeting Phil Martin & Associates will begin preparation of the Mitigated Negative Declaration. Phil Martin & Associates will prepare the MND to comply with the 2016 CEQA Guidelines, as amended. The MND will include the following tasks: Aesthetics The City of Rosemead General Plan does not identify any designated scenic resources on the site and the State does not have any adopted scenic state highways adjacent to or close proximity to the site. Thus, this section will focus on and analyze the potential aesthetic impacts of the project on the land uses adjacent to and surrounding the site. The existing aesthetic characteristics of the site and surrounding land uses will be described, including the residences north of the site. This section will also discuss how the project design is sensitive to the residential land uses north of the site in regards to massing, siting of parking and loading facilities and lighting. Surface level photographs of the site and the surrounding land uses will be provided along with a photo key map to show the aesthetic and visual qualities on the site and the land uses surrounding the site. This section will include building elevations showing the architecture, design, and color scheme of the proposed building as seen from all four sides including the adjacent streets, the residential homes north of the site and westbound motorists on Interstate 10 adjacent to and south of the site. A landscape plan showing the proposed plantings and hardscape materials of the project will be included in the MND. The aesthetic section will compare the architecture, design, and landscape plans to any applicable City design guidelines. A photometric study will be provided by the project applicant to determine the potential lighting impacts of the project to adjacent land uses with focus on the residents north of the site. The photometric study will show the lumens on the properties adjacent to the site to determine if project lighting would impact adjacent residents. If potential aesthetic and lighting impacts are identified, measures to mitigate potential aesthetic impacts will be Phil Martin & Associates, Inc. Page 12 of 26 recommended in conjunction with recommendations of city staff and the project developer. Air Quality Giroux & Associates will prepare an air quality analysis and greenhouse gas emission calculations as a sub -consultant to Phil Martin & Associates. Phil Martin & Associates will summarize the air quality and greenhouse gas emission reports in the MND and attached in the appendix. The air quality report will include the following information: • Provide an air quality setting based upon SCAQMD monitoring data from the Pico Rivera air monitoring station, which is the closest air monitoring station to the project. • Calculate temporary construction activity emissions (demolition, grading & construction) using procedures identified in the SCAQMD CEQA Air Quality Handbook (1993) and incorporated into the CaIEEMod computer model. • Calculate regional vehicular emissions using the currently recommendedCalEEMod computer model. • Prepare a local significance threshold analysis with respect to multi -family and/or hotel uses near the site. • Analyze possible air quality issues related to 1-10 proximity. • Discuss project consistency with the South Coast Air Basin Regional Air Quality Management Plan in terms of land use planning consistency. • Identify any potentially applicable mitigation measures, including relevant transportation control measures (TCMs) incorporated into the air basin portion of the California State Implementation Plan (SIP). • Discuss the potential effects on local air quality of cumulative development in the area. • Summarize the air quality findings in a"stand-alone" draft air quality technical report in a setting/impact/mitigation format. The air quality impacts of the project will be divided into the short-term dust generation, local impacts, and long-term regional air pollution increases. Short-term dust and emission generation due to construction activities will be forecasted using the URBEMIS model. If provided by the project applicant, detailed estimates of the potential construction equipment that will be used during project demolition and construction will be referenced to calculate these emissions. Otherwise, conservative estimates of the various required construction activities to determine short-term emissions will be used. The air pollutant emissions generated during project construction will be compared to the SCAQMD Regional and Local Significance Thresholds. Measures to reduce dust generation required by the South Coast Air Quality Management District will be identified. Additionally, measures in the AQMP to control construction activity emissions will be, as applicable, discussed in the air quality report. Long-term operational emissions will be generated by project traffic, combustion of natural gas to heat the building, operation of landscape equipment, and the use of architectural coatings during building maintenance. The air Phil Martin & Associates, Inc. Page 13 of 26 emissions generated by these sources will be assessed and compared to the SCAQMD Regional and Local Significance Thresholds to determine their significance. Mitigation measures will be recommended to reduce significant long-term operational air quality emissions as much as possible to meet adopted thresholds and comply with CEQA. Greenhouse Gas Assessment Giroux and Associates will closely follow the generally accepted analysis methodologies and significance thresholds for greenhouse gas emissions and will apply the most current standards to the project. The greenhouse gas scope of work will include the following: • Describe the existing GHG regulatory environment focused on AB -32 and SB -375. Summarize the base year GHG emissions inventory for Rosemead and discuss the likely progress in moving forward from that time. • Identify the appropriate thresholds of impact significance that include both the quantity of GHG generated by the project as well as project consistency with sustainable community initiatives. • Quantify GHG emissions associated with transportation, on-site energy consumption, indirect electricity generation emissions, solid waste generation, and water use using the CaIEEMod computer model GHG module. • Based upon the relative roles of transportation and non -transportation emissions projections, identify mitigation potential that might reduce the gap between AB -32 goals versus programs that are already in place (CAFE, LCFS, energy efficiency, etc.). • Determine GHG impact significance after application of available mitigation measures. Geology and Soils A preliminary geotechnical report will be provided by the project applicant to Phil Martin & Associates for incorporation into the MND. The geotechnical report will be summarized in the MND and the full geotechnical report included in the appendix. Hazards and Hazardous Materials A Phase I Environmental Site Assessment (ESA) will be provided by the project applicant to Phil Martin & Associates for incorporation into the MND. The Phase I ESA will be summarized in the MND and the full geotechnical report included in the appendix. Mitigation measures, based on the conclusions and recommendations in the Phase I ESA will be incorporated into the MND to reduce potential hazardous impacts to less than significant to comply with CEQA. Hydrology/Water Quality A hydrology report, grading plan and Standard Urban Stormwater Mitigation Plan (SUSMP) will be provided by the project applicant to Phil Martin & Associates for incorporation into Phil Martin & Associates, Inc. Page 14 of 26 the MND. The hydrology report and SUSMP will be summarized in the MND and the full reports included in the appendix. Mitigation measures, if required, will be incorporated to reduce potential water quality, grading or storm water impacts to less than significant to comply with CEQA. Land Use The project will require a Zone Change to change the dual zone on the property to C -3/D (Medium Commercial with a Design Overlay). It is my understanding a General Plan Amendment will not be required because the parcel is designated commercial land use and allows the proposed development plan. The land use section will discuss the compatibility of the project with the adjacent surrounding land use, including residential to the north. This section will discuss the consistency of the project with the General Plan and the required hotel amenities and floor area ratio standards for Commercial land use. This section will discuss the projects consistency with the Rosemead Municipal Code C -3/D (Medium Commercial with a Design Overlay) development standards. When required, measures will be recommended to reduce land use impacts to less than significant. Noise Giroux & Associates will prepare a noise assessment for the project as a sub -consultant to Phil Martin & Associates. Phil Martin & Associates will summarize the noise assessment and attach the complete report in the MND appendix. The noise assessment will include the following • Perform limited on-site ambient noise monitoring after consultation with city staff to establish an existing baseline and determine the noise generation from traffic and commercial operations. • Develop a baseline traffic noise exposure profile in terms of the CNEL noise metric using the FHWA Model with the latest California vehicle noise curves (CALVENO) focused on local impacts from freeway traffic. • Prepare a no -project versus with -project mobile noise impact comparison, including any viable project alternative development scenarios. Identify specific sensitive receiver locations where mobile source noise impacts may adversely affect nearby sensitive receivers. • Evaluate stationary noise impacts from temporary on-site construction noise sources. • Relate project noise impacts to the Noise Element noise/land use compatibility guidelines in the City of Rosemead General Plan Noise Element and other applicable noise exposure regulations. • Develop a noise impact mitigation plan for any predicted noise impacts that exceed target noise exposure limits, including community noise standards relevant to this project as contained in the City of Rosemead Noise Element and Noise Ordinance (Chapter 8.36). The City's noise standards will be summarized and their relevance to the project discussed. Phil Martin & Associates, Inc. Page 15 of 26 • Develop a noise impact mitigation plan for any predicted noise impacts that exceed target noise exposure limits. Identify likely structural noise protection that will be needed to meet the building code for hotel units. • Summarize the findings in a "stand-alone" draft noise report. Mitigation measures to reduce potential noise impacts will be provided as necessary to meet the City's Noise Ordinance and comply with CEQA. Public Services and Utilities This section will evaluate the potential impacts of the project on the various public services and utilities that will serve the project. The public services that will be analyzed include police and fire protection, solid waste collection, water, wastewater, electricity, and natural gas. Service letters will be sent to the public agencies to solicit their comments with regards to impacts by the project on their respective service. Information will be provided that identifies the size and location of the existing services/utilities that serve the site and discuss if the existing facilities are adequate of if upgrades and improvements will be required. For the existing utilities that will need to be upgraded or extended to serve the project the MND will discuss potential impacts to extend or upgrade those utilities. When required to comply with CEQA, mitigation measures will be recommended to reduce potential impacts to less than significant. Transportation/Traffic Stantec will prepare a traffic and circulation study for the project as a sub -consultant to Phil Martin & Associates. Stantec's traffic scope of work will be reviewed and approved by the City prior to their start of the traffic study to ensure the traffic study addresses all of the city's traffic and circulation concerns. Stantec proposes the following traffic scope of work: A. Background Research and Field Inventory The Traffic Impact Analysis (TIA) will be prepared in accordance with applicable City guidelines. Stantec will conduct research with the appropriate agencies to identify future planned roadway improvements, if any, within the project study area. They will obtain recently completed traffic impact studies and information on other projects located in vicinity of the proposed project, as applicable. Stantec will inventory the existing intersection geometrics and controls, the number of through travel lanes on roadways, presence and types of medians, pedestrian, bicycle, parking and transit facilities, and existing land uses within the project vicinity. The traffic generation of the project will be based on the latest site plan and estimated using trip generation rates identified in Trip Generation, 9th Edition, published by the Institute of Transportation Engineers (ITE — land use code 310 Hotel). The project geographical trip distribution will be based in accordance with site access and the local and regional roadway network characteristics. The proposed Project is anticipated to generate approximately 1,097 weekday vehicle trips with 48 inbound and 35 outbound trips during the AM peak hour and 42 inbound and 44 outbound trips during the PM peak hour. The existing site is currently a parking area and Phil Martin & Associates, Inc. Page 16 of 26 no project trip reduction is appropriate because the existing adjoining land uses will remain. A typical threshold for an off-site intersection to be included in a traffic study is a location that receives a minimum of 50 peak hour project vehicle trips. Based on the identified preliminary project trip generation, the following four (4) intersections are anticipated to satisfy this threshold and will be studied in the project traffic analysis: • Glendon Way and Ivar Avenue (1 -way stop); • Glendon Way and 1-10 Westerly Westbound On/Off Ramp (2 -way stop); • Glendon Way and 1-10 Easterly Westbound On/Off Ramp (1 -way stop); • Glendon Way and Rosemead Boulevard (Signalized); The intersections chosen for analysis in this study are anticipated to include all locations that may be impacted by the project and no additional study intersections are considered justified at this time. However, should the City request that additional intersections be included in the study, the budgets for data collection, analysis, and report preparation tasks will be provided in a separate proposal. B. Traffic Volume Data Collection Existing weekday AM and PM peak traffic data will be collected for the traffic study by National Data & Surveying Services (NDS) for the intersections listed above. Four (4) weekday AM peak hour and four (4) PM peak hour turning movement counts will be conducted at the four off-site study intersections. Weekday 24-hour volume counts will be conducted at ten (10) roadway segment locations between the study area intersections. C. Project Trip Generation and Future Traffic Projections A growth factor will be applied to the existing traffic volumes, if appropriate, to consider ambient traffic growth to the future baseline year. The baseline year will be the expected project completion/openingyear. Future year scenario analysis will include trip generation associated with applicable cumulative projects as identified by the City. This traffic scope of work assumes the project will be implemented in a single phase. D. Level of Service Analysis Stantec will use The Intersection Capacity Utilization (ICU) methods for signalized intersections and Highway Capacity Manual (2010) operations methods for unsignalized intersections will be used in accordance with City/County guidelines and parameters to determine intersection level of service (LOS) at the study area intersections. The minimum target level of service is anticipated to be LOS D per City requirements, or as otherwise identified for CMP intersections. Roadway level of service will be based on volume -to - capacity (V/C) analysis. Level of service analysis will be performed for the following six (6) scenarios for the study area intersections: Existing volumes; Existing volumes plus Project; Phil Martin & Associates, Inc. Page 17 of 26 Existing volumes plus Project with mitigation (if necessary); Baseline (Project Year) volumes; Baseline (Project Year) plus Project volumes; and Baseline (Project Year) plus Project volumes with mitigation (if necessary). E. Additional Specific Analyses The traffic study will also include project access geometric configuration/striping alternative analysis, traffic signal warrant analysis, queuing analysis, sight distance analysis, on-site circulation including consideration of horizontal and vertical clearances required for large vehicles, pedestrian access and circulation, parking and parking code compliance, and emergency vehicle access. Report Preparation The traffic report will include all tables, figures, and text as required to document the study methodologies, conclusions, and recommendations. The report will also include all LOS, volume -to -capacity, traffic data, and all other appropriate back-up calculations in the appendix. Measures to mitigated project traffic and circulation impacts will be recommended when required to meet City level of service requirements and CEOA. References, Persons and Agencies Contacted and MND Preparation This section will list all reference documents used to prepare the MND and all persons, agencies and individuals contacted during preparation of the MND. Appendices The MND appendix will include all technical reports. a. Screen Check MND Once the MND is completed five (5) hard copies and one (1) compact disc of the Mitigated Negative Declaration will be submitted to city staff for its review and comment. Staff's comments and changes will be incorporated into the MND and five (5) second screen check hard copies and one (1) compact disc will be submitted for a second review to the city. Staff's final screen check comments will be incorporated and the Mitigated Negative Declaration prepared for printing. b. Print and Mail MND Phil Martin & Associates will print and mail fifteen (15) hard copies and/or compact disks of the MND for public circulation and use by the City, including the surrounding cities, the Los Angeles County Planning Department and any other agencies or private entities requesting the MND. Phil Martin & Associates will also prepare a Notice of Preparation and prepare Phil Martin & Associates, Inc. Page 18 of 26 fifteen (15) compact discs (CDs) for submittal to the state Clearinghouse for a 30 -day review. A master hard copy and a compact disk of the MND will be provided to the city for its use. c. Prepare Notice of Intent to Adopt a Mitigated Negative Declaration Phil Martin & Associates will prepare a Notice of Intent to Adopt a MND (NOI). Once reviewed and approved by the City, a copy will be mailed to all responsible agencies and interested persons along with a copy of the MND on compact disc. Phil Martin & Associates will also file the NOI with the Los Angeles County Clerkto start the 30 -day MND public review period. e. Respond to Comments Phil Martin & Associates, Inc. will prepare written responses to all comments received to the MND. For the purpose of this proposal Phil Martin & Associates has allocated six (6) hours to respond to comments, which includes time for Phil Martin & Associates and its sub -consultants. Additional time for Phil Martin & Associates and/or sub -consultants to respond to comments beyond six hours will be billed on a time and materials basis. Five (5) hard copies and one (1) compact disc of the Response to Comments will be submitted to the city for its review and comment. The city's changes will be incorporated and copies of the Response to Comments will be printed. Phil Martin & Associates will mail the Response to Comments to the agencies and individuals that submitted comments at least ten days prior to the scheduled hearing to adopt the MND. Phil Martin & Associates will print and mail up to ten (1 o) copies of the Response to Comments. I. Attend Public Hearings Phil Martin & Associates has budgeted to attend one (1) Planning Commission and one (1) City Council hearing. Attendance at additional public hearings will be billed on time and material basis. g. File Notice of Determination and Pay Fish and Wildlife Fee Phil Martin & Associates will prepare the Notice of Determination (NOD) as required by Section 15094 of the CEQA Guidelines. The day after the MND is adopted and the project is approved Phil Martin & Associates will file the Notice of Determination with the Los Angeles County Clerk. Phil Martin & Associates will file a No Effect Determination form to California Fish and Wildlife to exempt the project from paying the State required Fish and Game fee at the time the Notice if Determination is filed with the Los Angeles County Clerk. If a No Effect Determination is issued by Fish and Wildlife the fee will not be required. However, if a No Effect Determination is not issued, the project applicant shall provide a check for payment of the applicable California Department of Fish and Wildlife fee at the time the NOD is filed with the Los Angeles County Clerk. Once the NOD is filed with the Los Angeles County Phil Martin & Associates, Inc. Page 19 of 26 Clerk, Phil Martin & Associates will provide the original Fish and Wildlife Fee receipt and a copy of the filed NOD to the city for its records. There is a 30 -day statute of limitation period the public has to file legal challenges to the adoption of the MND once the Notice of Determination is filed with the Los Angeles County Clerk. If no legal challenges to the adequacy of the MND are filed within this 30 -day period the adoption is final. h. Mitigation Monitoring Plan Phil Martin & Associates will prepare a Mitigation Monitoring Plan (MMP) as required by Public Resources Code Section 21081.6 for all measures that are recommended to mitigate significant impacts. The Mitigation Monitoring Plan will list all mitigation measures presented in the MND and identify the City department that will be responsible to monitor and implement each mitigation measure. Once the MMP is completed, two (2) hard copies will be submitted to city staff for its review. Staffs comments will be incorporated and five (5) hard copies submitted to the city for its use. Phil Martin & Associates, Inc. Page 20 of 26 EXHIBIT "B" SCHEDULE OF SERVICES The schedule and milestones for the preparation of a Mitigated Negative Declaration are presented below. The schedule is based on an anticipated "start date' of June 15, 2016. 1) Start Date - kick-off meeting — June 15, 2016 2) Submit Screen Check Initial Study/Mitigated Negative Declaration to City —July 27, 2016 3) Receive staff comments to Initial Study/Mitigated Negative Declaration—August 18, 2016 4) Mail Initial Study/Mitigated Negative Declaration — August 22, 2016 5) Initial Study/Mitigated Negative Declaration public review period—August 23, 2016 — September 22, 2016 6) Submit screen check Initial Study/Mitigated Negative Declaration Response to Comments to City — October 3, 2016 7) Receive staff comments to screen check Initial Study/Mitigated Negative Declaration (Response to Comments) — October 11, 2016 8) Mail Initial Study/Mitigated Negative Declaration Response to Comments and submit final Initial Study/Mitigated Negative Declaration to City staff for its use — October 13, 2016 9) Planning Commission/City Council hearings — October/November 2016 10)File Notice of Determination with County Clerk—November 2016 Milestones 1) Start Date/Kick-off meeting — May 2, 2016 2) Initial Study/MND public review period—June 28, 2016—July 27, 2016 3) Mail Initial Study/MND Response to Comments —August 10, 2016 4) Planning Commission/City Council hearings — August/September 2016 5) File Notice of Determination — September 2016 Phil Martin & Associates, Inc. Page 21 of 26 EXHIBIT "C" COMPENSATION Mitigated Negative Declaration Budget Kick-off Meeting — Phil Martin $175 $450 Initial Stud)/MND Prepare Initial Study/MND — Phil Martin $175 $21,000 Traffic— Stantec Consulting $15,900 Air Quality/Greenhouse Gas Report/Noise' — Giroux & Associates $3,950 Direct— printing, mailing, CDs $400 Final MND Response to Comments $175 $1,050 Mitigation Monitoring and Reporting Program $175 $525 File CEQA notices $525 Public Hearings — 1 Planning Commission and 1 Cit Council — Phil Martin $175 $1,050 Total $44,850 'fixed fee contract The coordination with the completion of the special studies that are provided by the project applicant, including any response to comments, shall be provided by others. Phil Martin & Associates, Inc. Page 22 of 26 EXHIBIT "D" INSURANCE REQUIREMENTS Prior to the beginning of and throughout the duration of the Work, Consultant will maintain insurance in conformance with the requirements set forth below. Consultant will use existing coverage to comply with these requirements. If that existing coverage does not meet the requirements set forth here, Consultant agrees to amend,supplement or endorse the existing coverage to do so. Consultant acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required. Any insurance proceeds available to City in excess of the limits and coverage required in this agreement and which is applicable to a given loss, will be available to City. Consultant shall provide the following types and amounts of insurance: Commercial General Liability Insurance using Insurance Services Office "Commercial General Liability" policy form CG 00 01 or the exact equivalent. Defense costs must be paid in addition to limits. There shall be no cross liability exclusion for claims or suits by one insured against another. Limits are subject to review but in no event less than $1,000,000 per occurrence. Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including symbol 1 (Any Auto) or the exact equivalent. Limits are subject to review, but in no event to be less that $1,000,000 per accident. If Consultant owns no vehicles, this requirement may be satisfied by a non -owned auto endorsement to the general liability policy described above. If Consultant or Consultant's employees will use personal autos in anyway on this project, Consultant shall provide evidence of personal auto liability coverage for each such person. Workers Compensation on a state -approved policy form providing statutory benefits as required by law with employer's liability limits no less than $1,000,000 per accident or disease. Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit requirements, shall provide coverage at least as broad as specified for the underlying coverages. Any such coverage provided under an umbrella liability policy shall include a drop down provision providing primary coverage above a maximum $25,000 self-insured retention for liability not covered by primary but covered by the umbrella. Coverage shall be provided on a "pay on behalf' basis, with defense costs payable in addition to policy limits. Policy shall contain a provision obligating insurer at the time insured's liability is determined, not requiring actual payment by the insured first. There shall be no cross liability exclusion precluding coverage for claims or suits by one insured against another. Coverage shall be applicable to City for injury to employees of Consultant, subconsultants or others involved in the Work. The scope of coverage provided is subject to approval of City following receipt of proof of insurance as required herein. Limits are subject to review but in no event less than $1,000,000 per occurrence. Professional Liability or Errors and Omissions Insurance as appropriate shall be written on Phil Martin & Associates, Inc. Page 23 of 26 a policy form coverage specifically designed to protect against acts, errors or omissions of the consultant and "Covered Professional Services" as designated in the policy must specifically include work performed under this agreement. The policy limit shall be no less than $1,000,000 per claim and in the aggregate. The policy must "pay on behalf of" the insured and must include a provision establishing the insurer's duty to defend. The policy retroactive date shall be on or before the effective date of this agreement. Insurance procured pursuant to these requirements shall be written by insurers that are admitted carriers in the state of California and with an A.M. Bests rating of A- or better and a minimum financial size VII. General conditions pertaining to provision of insurance coverage by Consultant. Consultant and City agree to the following with respect to insurance provided by Consultant: 1. Consultant agrees to have its insurer endorse the third party general liability coverage required herein to include as additional insureds City, its officials, employees and agents, using standard ISO endorsement No. CG 2010 with an edition prior to 1992. Consultant also agrees to require all contractors, and subcontractors to do likewise. 2. No liability insurance coverage provided to comply with this Agreement shall prohibit Consultant, or Consultant's employees, or agents, from waiving the right of subrogation prior to a loss. Consultant agrees to waive subrogation rights against City regardless of the applicability of any insurance proceeds, and to require all contractors and subcontractors to do likewise. 3. All insurance coverage and limits provided by Contractor and available or applicable to this agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations limits the application of such insurance coverage. 4. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. 5. No liability policy shall contain any provision or definition that would serve to eliminate so-called "third party action over" claims, including any exclusion for bodily injury to an employee of the insured or of any contractor or subcontractor. 6. All coverage types and limits required are subject to approval, modification and additional requirements by the City, as the need arises. Consultant shall not make any reductions in scope of coverage (e.g. elimination of contractual liability or reduction of discovery period) that may affect City's protection without City's prior written consent. 7. Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all of the coverages required and an additional insured endorsement to Consultant's general liability policy, shall be delivered to City at or Phil Martin & Associates, Inc. Page 24 of 26 prior to the execution of this Agreement. In the event such proof of any insurance is not delivered as required, or in the event such insurance is canceled at any time and no replacement coverage is provided, City has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests under this or any other agreement and to pay the premium. Any premium so paid by City shall be charged to and promptly paid by Consultant or deducted from sums due Consultant, at City option. 8. Certificate(s) are to reflect that the insurer will provide 30 days notice to City of any cancellation of coverage. Consultant agrees to require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, or that any party will .,endeavor" (as opposed to being required) to comply with the requirements of the certificate. 9. It is acknowledged by the parties of this agreement that all insurance coverage required to be provided by Consultant or any subcontractor, is intended to apply first and on a primary, noncontributing basis in relation to any other insurance or self insurance available to City. 10. Consultant agrees to ensure that subcontractors, and any other party involved with the project who is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with subcontractors and others engaged in the project will be submitted to City for review. 11. Consultant agrees not to self -insure or to use any self-insured retentions or deductibles on any portion of the insurance required herein and further agrees that it will not allow any contractor, subcontractor, Architect, Engineer or other entity or person in any way involved in the performance of work on the project contemplated by this agreement to self -insure its obligations to City. If Consultant's existing coverage includes a deductible or self-insured retention, the deductible or self- insured retention must be declared to the City. At that time the City shall review options with the Consultant, which may include reduction or elimination of the deductible or selfinsured retention, substitution of other coverage, or other solutions. 12. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City will negotiate additional compensation proportional to the increased benefit to City. 13. For purposes of applying insurance coverage only, this Agreement will be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance of or towards performance of this Agreement. Phil Martin & Associates, Inc. Page 25 of 26 14. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non-compliance with any insurance requirement in no way imposes any additional obligations on City nor does it waive any rights hereunder in this or any other regard. 15.Consultant will renew the required coverage annually as long as City, or its employees or agents face an exposure from operations of any type pursuant to this agreement. This obligation applies whether or not the agreement is canceled or terminated for any reason. Termination of this obligation is not effective until City executes a written statement to that effect. 16. Consultant shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A coverage binder or letter from Consultant's insurance agent to this effect is acceptable. A certificate of insurance and/or additional insured endorsement as required in these specifications applicable to the renewing or new coverage must be provided to City within five days of the expiration of the coverages. 17.The provisions of any workers' compensation or similar act will not limit the obligations of Consultant under this agreement. Consultant expressly agrees not to use any statutory immunity defenses under such laws with respect to City, its employees, officials and agents. 18. Requirements of specific coverage features or limits contained in this section are not intended as limitations on coverage, limits or other requirements nor as awaiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all-inclusive. 19.These insurance requirements are intended to be separate and distinct from any other provision in this agreement and are intended by the parties here to be interpreted as such. 20.The requirements in this Section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impairs the provisions of this Section. 21. Consultant agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or Consultant for the cost of additional insurance coverage required by this agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party forthe cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto. Phil Martin & Associates, Inc. Page 26 of 26 22. Consultant agrees to provide immediate notice to City of any claim or loss against Consultant arising out of the work performed under this agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. !1 PHILMAR-01 HBCT(K a�izo CERTIFICATE OF LIABILITY INSURANCE 7.9/) 6/2012014 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 INSURERIS), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(les) must 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 # 0564249 CONTACT Jackie Rioja NAME. Heffernan Insurance Brokers ONE 1 714 361-7700 FAX 6 Hutton Centre Drive, Suite 500 PHONE N,, rte(_ ) ac xo. 1 (714)%1-7701 Santa Ana, CA 92707 e4AULs: JackieR@heffins.com CITY OF ROSEMEAD RECEIVED INSURERISI AFFORDING COVERAGE NAICp - —- _- -- IxsURERA:Hanover Insurance Compann y 22292 INSURED INSURER Continental Casualty Company 20443 Phil Martin 8., idles, Inc. JUL 17 2014 INSURERC. Ste 3002 Dow Ave., Ste 122 msuREa D: Tustin, CA 92780 CITU CLERK'S OFFICE URER E: BY' INSURER F 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. Ilj0.. PE OFINSURANCE AODL SUB0.-�OLICT EFF POLICY E%P ProPOLICY NUMBER .I.MMIYYY MMIDDM'YY — MITE - GENERAL LIABILITY IEACH OCCURRENCE $ 1,ODB,OO A X COMMERCIALGENEgauIAelLm OH3910540503 161112014 611/1015 GEN nm�srrm s 1,OOQ00 PRET MEEs �Eso�re�� CLAIMS MADE X o CUR MED EXPNr PERSONAL& ADV NJURY _. E 1,000,60 GENERAL GL GATE -._ $ 2,000,00 P UN L L AGO _ GGREGATE LIe,n PEP--. EN 5 2,06660 _ X PRO- - -- POLICY LOU $ AUTOMOBILELIABILITY GNGLEUMI TI 1,000,00 1OMBINEII ED S ANY AUTO ON3910540503 6/112014 61112015 1 COOLY INJURY P11W�I 5 WNED ALLO- .,SCHEDULED 1 Amos AUTOS Boo Ju P , xcoe n 5 X "HIRED AUTOG X NOOTOSWVED PgOPE OAMPGE 5 - 1 4J— $ UMBRELLA LIAR OCCUR EACH OCCURRENCE $ EXCESSTIME CLAIMS MADE AGGREGATE 5 _ DEODED ISR ETENUNNS 5 WORN ERB COMPENSATION OC sTAi6 OTH- ANDEMPLOYERS'LIABILITY YIN TORY LIMBS ER ANY PROPTITORPARTFER'EXECUTIVE E L. EACH ALOIDENT 5 OFFICLN/MEMBEft EXCLUDE°? In XRI NIA IMmCe,ory DESCRIPnONOPOPERA LOAN telov CL.UYEASE-Poucr uMlT s B PROFESSIONAL EEH288383079 9/512012 915/2015 PER CLAIM 1,000100 B LIABILITY EEH288383079 91512012 91512015 AGGREGATE 2,000,00 DESCRIPTION OF OPERATIONS I LOCATIONS IVERUES IAn.m ACORD101,Additional R.mlM1,srnldllI 11morespec=m,.GU I Re: As Per Contract or Agreement on File with Insured. City of Rosemead City Clerk 8838 E. Vallye Boulevard Rosemead, CA 91770 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ©1988-2010 ACM ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD reserved. q4 -U0 CITY OF ROSEMEAD PROFESSIONAL SERVICES AGREEMENT PARTIES AND DATE. This Agreement is made and entered into this 23`d day of September, 2014, by and between the City of Rosemead, a municipal organization organized under the laws of the State of California with its principal place of business at 8838 E. Valley Boulevard, Rosemead, California 91770 ("City") and Phil Martin & Associates, Inc., a corporation with its principal place of business at 3002 Dow Avenue, Suite 122, Tustin, California 92780 ("Consultant'). City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties." 2. RECITALS 2.1 Consultant. Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing professional enviormental services to public clients, is licensed in the State of California, and is familiar with the plans of City. 2.2 Project. City desires to engage Consultant to render professional land use and environmental consulting services for the proposed mixed use project known as ('Project") and referred to as the New Garvey Market Plaza as set forth in this Agreement. 3. TERMS 3.1 Scope of Services and Term. 3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project ('Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 3.1.2 Term. The term of this Agreement shall be from September 23, 2014 to April 30, 2015, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. Phil Martin & Associates, Inc. Page 2 of 27 3.2 Responsibilities of Consultant. 3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3.2.2 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit "B" attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City. 3.2.4 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the City. The key personnel for performance of this Agreement are as follows: Phil Martin (President). 3.2.5 City's Representative. The City hereby designates City Planner or her designee, to act as its representative for the performance of this Agreement ("City's Representative'). City's Representative shall have the power to act on behalf of the City for all purposes under this Contract. Consultant shall not accept direction or orders from any person other than the City's Representative or his or her designee. Phil Martin R Associates, Inc. Page 3 of 27 3.2.6 Consultant's Representative. Consultant hereby designates Phil Martin or his designee, to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his/her best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.2.7 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times. 3.2.8 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. Any employee of the Consultant or its sub -consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project. 3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuantto the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. Phil Martin & Associates, Inc. Page 4 of 27 3.2.10 Insurance. 3.2.10.1 Time for Compliance. Consultant shall maintain prior to the beginning of and for the direction of this Agreement insurance coverage as specified in Exhibit "D" attached to and part of this agreement. 3.2.11 Safety. Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Contractor shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries, and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.3 Fees and Payments. 3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "C" attached hereto and incorporated herein by reference. The total compensation shall not exceed fifty-five thousand, six hundred fifty dollars without advance written approval of the City. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement. 3.3.2 Payment of Compensation. Consultant shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. 3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City. 3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from City's Representative. Phil Martin & Associates, Inc. Page 5 of 27 California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 1600, et seq., ("Prevailing Wage Laws'), which require the payment of prevailing wage rates and the performance of other requirements on "public works' and "maintenance" projects. If the Services are being performed as part of an applicable "public works' or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant's principal place of business and at the project site. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 3.4 Accounting Records. 3.4.1 Maintenance and Inspection. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.5 General Provisions. 3.5.1 Termination of Agreement. 3.5.1.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. 3.5.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request. 3.5.1.3 Additional Services. In the event this Agreement is Phil Martin & Associates, Inc. Page 6 of 27 terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: CONSULTANT: Phil Martin & Associates, Inc. 3002 Dow Avenue, Suite 122 Tustin, CA 92780 Attn: Phil Martin CITY: City of Rosemead 8838 Valley Boulevard Rosemead, CA 91770 Attn: Lily Trinh, Planning Division Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.3 Ownership of Materials and Confidentiality. 3.5.3.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 3.5.3.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential Phil Martin & Associates, Inc. Page 7 of 27 by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.5 Attorney's Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all other costs of such action. 3.5.6 Indemnification. Consultant shall defend, indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions or willful misconduct of Consultant, its officials, officers, employees, agents, consultants and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses. Consultant shall defend, at Consultant's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents or volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse City and its directors, officials, officers, employees, agents and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials officers, employees, agents or volunteers. 3.5.7 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties. 3.5.8 Governing Law. This Agreement shall be governed by the laws of the Phil Martin & Associates, Inc. Page 8 of 27 State of California. Venue shall be in Los Angeles County. 3.5.9 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.5.10City's Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project. 3.5.11 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties. 3.5.12 Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.5.13 Construction; References, Captions. Since the Parties ortheir agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subcontractors of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.5.14 Amendment, Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.15 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.5.16 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.5.17 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5.18 Prohibited Interests. Consultant maintains and warrants that it has not Phil Martin & Associates, Inc. Page 9 of 27 employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicitor secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solelyfor Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Consultant further agrees to file, or shall cause its employees or subconsultants to file, a Statement of Economic Interest with the City's Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.5.19 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff ortermination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.5.20 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Codewhich require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.5.21 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.5.22 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 3.6 Subcontracting. 3.6.1 Prior Approval Required. Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. Phil Martin & Associates, Inc. Page 10 of 27 CITY OF ROSEMEAD PHIL MARTIN & ASSOCIATES, INC. By: BY JeffAllred, City Ma ager City of Rosemead Name:, Attest: loria Molleda City Clerk Approved as to Form: Rachel man, City A ey Burke, Williams & Sorensen, LLP TitIC.E`; SDE' [If Corporation, TWO SIGNATURES, President OR Vice President AND Secretary, AND CORPORATE SEAL OF CONTRACTOR REQUIRED] By: (%LC-gLa/ 111(1V, Ml))u Name: (i4/� l)ulefi/(/ Title: Phil Martin & Associates, Inc. Page 11 of 27 EXHIBIT "A" SCOPE OF SERVICES Phil Martin & Associates proposes the following work prod uct to prepare the environmental impact report for the project. a. Kick-off Meeting Upon authorization to proceed and signature of a contract, Phil Martin will meet with City staff and the project applicant to discuss the project in detail, develop a schedule to complete the MND and obtain the documents requested in this proposal to begin preparation of the MND. We will also discuss a traffic scope of work with the City's traffic engineer and the traffic consultant to ensure the traffic consultant adequately addresses all City traffic and circulation issues associated with the project. b. Preparation of Mitigated Negative Declaration Immediately after the kick-off meeting Phil Martin & Associates will begin preparation of the Mitigated Negative Declaration. Phil Martin & Associates will prepare the MND to comply with the 2014 CEQA Guidelines, as amended. The MND will include the following tasks: Aesthetics The City of Rosemead General Plan does not identify any designated scenic resources on the site and the State does not have any adopted scenic state highways adjacent to or close proximity to the site. Thus, this section will focus on and analyze the potential aesthetic impacts of the project on the land uses adjacent to and surrounding the site. The existing aesthetic characteristics of the site and surrounding land uses will be described, including the residences of the mobile home parks north of the site. Surface level photographs of the site and the surrounding land uses will be provided along with a photo key map to show the aesthetic and visual qualities on the site and the land uses surrounding the site. This section will include an analysis of the potential aesthetic impacts of the project due to the proposed development. Phil Martin & Associates will prepare two photo -simulations of the project. One photo simulation will show the project as seen from Garvey Avenue (south elevation) and a second photo -simulation will show the project as seen from the mobile home park north of the center (north elevation). The photo -simulations will show the site as proposed for development. The level of detail of the photo -simulations will be based on the detail of information provided by the project architect. This section will include building elevations showing the architecture, design, and color scheme of the proposed building as seen from all four sides including Garvey Avenue and the mobile home park residences north of the site. A landscape plan showing the proposed plantings and hardscape materials of the project will be included in the MND. The aesthetic section will compare the architecture, design, and landscape plans to any applicable City design guidelines. Phil Martin & Associates, Inc. Page 12 of 27 A photometric study will be provided by OMB Electrical to determine the potential lighting impacts of the project to adjacent residents north and east of the site. The photometric study will show the lumens on the properties adjacent to the site to determine if project lighting would impact adjacent residents. Site specific lighting information including light manufacturers, light model numbers, light locations, height, lumens, etc. will be requested from the architect in order to provide a meaningful photometric analysis. If potential aesthetic impacts are identified, measures to mitigate potential aesthetic impacts will be recommended in conjunction with recommendations of city staff and the project developer. Air Quality Giroux & Associates will prepare an air quality analysis and greenhouse gas emission calculations as a sub -consultant to Phil Martin & Associates. Phil Martin & Associates will summarize the air quality and greenhouse gas emission reports in the MND and attach the full documents in the appendix. The air quality report will include the following information • Provide an air quality setting based upon SCAQMD monitoring data from the Pico Rivera air monitoring station. • Calculate temporary construction activity emissions (demolition, grading & construction) using procedures identified in the SCAQMD CEQA Air Quality Handbook (1993) and incorporated into the CaIEEMod computer model. • Calculate regional vehicular emissions using the currently recommendedCalEEMod computer model. • Evaluate the potential for micro -scale air pollution "hotspot" formation relative to surrounding emissions sources. Discuss project proximity to emissions sources from adjacent commercial uses (laundromats, fast food and sit-down restaurants, etc.). • Analyze possible air quality issues between subterranean parking and on-site residential use. • Discuss project consistency with the South Coast Air Basin Regional Air Quality Management Plan in terms of land use planning consistency. • Identify any potentially applicable mitigation measures, including relevant transportation control measures (TCMs) incorporated into the air basin portion of the California State Implementation Plan (SIP). • Discuss the potential effects on local air quality of cumulative development in the area. • Summarize the air quality findings in a "stand-alone" draft air quality technical report in a setting/impact/mitigation format. The air quality impacts of the project will be divided into the short-term dust generation, local impacts, and long-term regional air pollution increases. Short-term dust and emission generation due to construction activities will be forecasted using the URBEMIS model. If provided by the project applicant, detailed estimates of the potential construction Phil Martin & Associates, Inc. Page 13 of 27 equipment that will be used during project demolition and construction will be referenced to calculate these emissions. Otherwise, conservative estimates of the various required construction activities to determine short-term emissions will be used. The air pollutant emissions generated during project construction will be compared to the SCAQMD Regional and Local Significance Thresholds. Measures to reduce dust generation required by the South Coast Air Quality Management District will be identified. Additionally, measures in the AQMP to control construction activity emissions will be, as applicable, discussed in the air quality report. Long-term operational emissions will be generated by project traffic, combustion of natural gas to heat the building, operation of landscape equipment, and the use of architectural coatings during building maintenance. The air emissions generated by these sources will be assessed and compared to the SCAQMD Regional and Local Significance Thresholds to determine their significance. Mitigation measures will be recommended to reduce significant long-term operational air quality emissions as much as possible to meet adopted thresholds and complywith CEQA. Greenhouse Gas Assessment Giroux and Associates will closely follow the generally accepted analysis methodologies and significance thresholds for greenhouse gas emissions and will apply the most current standards to the project. The greenhouse gas scope of work will include the following: • Describe the existing GHG regulatory environment focused on AB -32 and SB -375. Summarize the base year GHG emissions inventory for Rosemead and discuss the likely progress in moving forward from that time. • Identify the appropriate thresholds of impact significance that include both the quantity of GHG generated by the project as well as project consistency with sustainable community initiatives. • Quantify GHG emissions associated with transportation, on-site energy consumption, indirect electricity generation emissions, solid waste generation, and water use using the CaIEEMod computer model GHG module. • Based upon the relative roles of transportation and non -transportation emissions projections, identify mitigation potential that might reduce the gap between AB -32 goals versus programs that are already in place (CAFE, LCFS, energy efficiency, etc.). • Determine GHG impact significance after application of available mitigation measures. Geology and Soils A preliminary geotechnical report will be provided by the project applicant to Phil Martin & Associates for incorporation into the MND. The geotechnical report will be summarized in the MND and the full geotechnical report included in the appendix. Phil Martin & Associates, Inc. Page 14 of 27 Hazards and Hazardous Materials A Phase I Environmental Site Assessment (ESA) will be provided by the project applicant to Phil Martin & Associates for incorporation into the MND. The Phase I ESA will be summarized in the MND and the full geotechnical report included in the appendix. Mitigation measures, based on the conclusions and recommendations in the Phase I ESA will be incorporated into the MND to reduce potential hazardous impacts to less than significant to comply with CEQA. Hydrology/Water Quality A hydrology report, grading plan and Water Quality Management Plan (WQMP) will be provided by the project applicant to Phil Martin & Associates for incorporation into the MND. The hydrology report and Water Quality Management Plan (WQMP) will be summarized in the MND and the full reports included in the appendix. Mitigation measures, if required, will be incorporated into the MND to reduce potential water quality, grading or storm water impacts to less than significant to comply with CEQA. Land Use The RFP states the project will require the following entitlements: a) General Plan Amendment; b) Zone Change; c) Tentative Tract Map; and (d) a Design Review Application. The Rosemead General Plan land use designation for the site is Mixed Use: Residential/Commercial (60 du/ac) and Medium Density Residential and the Zoning is P -D (Planned Development) and R-2 (Light Multiple Residential). The project will require a General Plan Amendment for a portion of Lot 2 from Medium Density Residential to Mixed - Use High Density Residential/Commercial and Zone change from P -D (Planned Development) to C-3 (Medium Commercial). The land use section will discuss the compatibility of the project with the adjacent surrounding land use. This section will also analyze the potential impacts of the requested entitlements and development standards with the existing surrounding land uses. This section will compare development of the site consistent with the existing development standards based on existing zoning and the Rosemead Municipal Code and compare that development to the proposed development. When required, measures will be recommended to reduce land use impacts to less than significant. Noise Giroux & Associates will prepare a noise assessment for the project as a sub-consultantto Phil Martin & Associates. Phil Martin & Associates will summarize the noise assessment and attach the complete report in the MND appendix. The noise assessment will include the following Phil Martin & Associates, Inc. Page 15 of 27 • Perform limited on-site ambient noise monitoring after consultation with city staff to establish an existing baseline and determine the noise generation from traffic and commercial operations. • Develop a baseline traffic noise exposure profile in terms of the CNEL noise metric using the FHWA Model with the latest California vehicle noise curves (CALVENO) focused on local impacts from Garvey Avenue traffic. • Identify specific sensitive receiver locations where mobile source noise impacts may adversely affect nearby sensitive receivers. • Evaluate stationary noise impacts from temporary on-site construction noise sources. • Discuss possible noise constraints from the commercial use proposed for the site. • Relate project noise impacts to the Noise Element noise/land use compatibility guidelines in the City of Rosemead General Plan Noise Element and other applicable noise exposure regulations. • Develop a noise impact mitigation plan for any predicted noise impacts that exceed target noise exposure limits, including community noise standards relevant to this project as contained in the City of Rosemead Noise Element and Noise Ordinance (Chapter 8.36). The City's noise standards will be summarized and their relevance to the project discussed. • Identify likely structural noise protection that will be needed to meet the building code. • Summarize the findings in a "stand-alone" draft noise report. Mitigation measures to reduce potential noise impacts will be provided as necessary to meet the City's Noise Ordinance and comply with CEQA. Public Services and Utilities This section will evaluate the potential impacts of the project on the various public services and utilities that will serve the project. The public services that will be analyzed include police and fire protection, solid waste collection, water, wastewater, electricity, and natural gas. Service letters will be sent to the public agencies to solicit their comments with regards to impacts by the project on their respective service. Information will be provided that identifies the size and location of the existing services/utilities that serve the site and discuss if the existing facilities are adequate of if upgrades and improvements will be required. For the existing utilities that will need to be upgraded or extended to serve the project the MND will discuss potential impacts to extend or upgrade those utilities. When required to comply with CEQA, mitigation measures will be recommended to reduce potential impacts to less than significant. Transportation/Traffic VA Consulting will prepare a traffic and circulation studyforthe project as a sub -consultant to Phil Martin & Associates. VA Consulting's traffic scope of work will be reviewed and approved by the City prior to their start of the traffic study to ensure the traffic study addresses all of the city's traffic and circulation concerns. Phil Martin & Associates, Inc. Page 16 of 27 The Project Traffic Impact Analysis (TIA) will be prepared in accordance with applicable City and/or County guidelines. VA will conduct research with the appropriate agencies to identify future planned roadway improvements, if any, within the project study area. VAwill obtain recently completed traffic impact studies and information on other projects located in vicinity of the proposed project, as applicable including the Garvey/Del Mar Plaza and Garvey 168 Plaza projects. VA will also inventory the existing intersection geometrics and controls, the number of through travel lanes on roadways, presence and types of medians, pedestrian, bicycle, parking and transit facilities, and existing land uses within the project vicinity. The project traffic generation will be based on the latest site plan and estimated using the applicable trip generation rates in the Trip Generation, 9th Edition, published by the Institute of Transportation Engineers (ITE), or other appropriate sources. The project trip distribution will be based in accordance with the local and regional roadway/freeway network characteristics. The project is estimated to generate approximately 4,552 weekday vehicle trips with 89 inbound and 54 outbound trips during the AM peak hour and 211 inbound and 207 outbound trips during the PM peak hour. A typical threshold for an off-site intersection to be included in a traffic study is a location that receives a minimum of 50 peak hour project trips. Therefore, based on the preliminary trip generation and a reasonable trip distribution, the following intersections are proposed to be studied for the traffic analysis: 1. N. Orange Avenue at Emerson Place (4 -way stop); 2. S. Orange Avenue at Garvey Avenue (signalized); 3. New Avenue at 1-10 EB Ramps (stop controlled); 4. New Avenue at 1-10 WB Ramps (stop controlled); 5. New Avenue at Hellman Avenue (signalized), 6. New Avenue at Emerson Place (signalized); 7. New Avenue at Garvey Avenue (signalized), 8. New Avenue at Newmark Avenue (signalized); 9. Jackson Avenue at Hellman Avenue (signalized), 10. Jackson Avenue at Emerson Place (4 -way stop); 11. Jackson Avenue at Garvey Avenue (signalized); 12. Del Mar Avenue at Hellman Avenue (signalized); 13. Del Mar Avenue at Emerson Place (signalized), 14. Del Mar Avenue at Garvey Avenue (signalized), 15. Del Mar Avenue at Highcliff Street (signalized), 16. Brighton Street at Garvey Avenue (1 -way stop), and 17. Kelburn Avenue at Garvey Avenue (signalized). Traffic Volume Data Collection VA will collect existing weekday traffic data for study area intersections 1 through 8. Eight (8) weekday AM/PM peak hour turning movement counts will be conducted at the off-site study intersections 1 through 8 identified above. Data for intersections 9 through 15 are included in the traffic study that VA is currently preparing for the Garvey/Del Mar Plaza project. Therefore, intersections 9-15 will not have to be counted at this time. Phil Martin & Associates, Inc. Page 17 of 27 Weekday 24-hour volume counts will be conducted at up to eight (8) roadway segment locations between study area intersections 1 through 8. No weekend traffic data counts are included as part of this analysis. VA has the necessary counts for intersections 9-15. Traffic Projections Once the existing volume data is collected, a growth factor will be applied to the existing traffic volumes to consider the ambient traffic growth to the future baseline year. The baseline year will be the project completion year. In addition to ambient growth, baseline volumes will include traffic generated by the cumulative projects in the area, including the Garvey/Del Mar Plaza and Garvey 168 Plaza projects. The project traffic generation will be estimated using trip generation rates identified in Trip Generation, 9th Edition, published by the Institute of Transportation Engineers (ITE), or other appropriate source. It is assumed the project will be developed in a single phase. Level of Service Analysis VA will use the Intersection Capacity Utilization (ICU) method in accordance with City/County guidelines and parameters to determine intersection level of service (LOS) at the study area intersections. The target level of service will be confirmed by the City. Roadway level of service will be based on volume -to -capacity (V/C) analysis. The Level of Service analysis will be performed for the following six (6) scenarios for the study are intersections: • Existing volumes; • Existing volumes plus Project; • Existing volumes plus Project with mitigation (if necessary); • Baseline (Project Year) volumes; • Baseline plus Project (Project Year) volumes, and • Baseline plus Project (Project Year) volumes with mitigation (if necessary). If necessary, for project mitigation scenarios, capacity enhancements will be identified and analyzed in terms of feasibility and cost to maintain the required level of service. Additional Specific Analyses The traffic study will also include additional analyses such as geometric configuration/striping alternatives, signal warrant analysis, queuing analysis, sight distance analysis, on-site circulation, parking and parking code compliance, and emergency vehicle access. Based on review of existing raised and striped median improvements along Garvey Avenue and the project access driveway locations as depicted on the site plan, modifications to the existing median configurations may be required. VA will confirm project access requirements and make recommendations for the local circulation network, including median configurations, as appropriate. Phil Martin & Associates, Inc. Page 18 of 27 Report Preparation VA will prepare a summary report including all tables, figures, and text as required to document the study methodologies, conclusions, and recommendations. The report will include all LOS, volume -to -capacity, traffic data, and all other appropriate back-up calculations in the appendix. For the purpose of this proposal, a total of two study reviews and a total of 8 hours of staff time have been budgeted to incorporate staffs comments into the final traffic report, which will be incorporated into the MND. Measures to mitigated project traffic and circulation impacts will be recommended when required to meet city level of service requirements and CEQA. Cumulative Impacts Per CEQA Guidelines Section 15355 this section will provide a discussion of the potential environmental effects that could occur with development of the project in conjunction with other planned and entitled projects in the area, including the compounding of cumulative project impacts. Cumulative project information will be obtained from City staff and include projects that have been entitled but not constructed, projects that are not entitled, but in the planning process, and reasonably foreseeable future projects. The cities adjacent to Rosemead will be contacted to identify any projects within their jurisdiction that should be included in the cumulative impact analysis. A map will be prepared to show the location of the cumulative projects. When required by CEQA, mitigation measures will be recommended to mitigate any cumulative project impacts. References, Persons and Agencies Contacted and MND Preparation This section will list all reference documents used to prepare the MND and all persons, agencies and individuals contacted during preparation of the MND. Appendices The MND appendix will include all technical reports. b. Screen Check MND Once the MND is completed five (5) hard copies and one (1) compact disc ofthe Mitigated Negative Declaration will be submitted to city staff for its review and comment. Staffs comments and changes will be incorporated into the MND and five (5) second screen check hard copies and one (1) compact disc will be submitted for a second review to the city. Staffs final screen check comments will be incorporated and the Mitigated Negative Declaration prepared for printing. c. Print and Mail MND Phil Martin & Associates will print and mail fifteen (15) hard copies and/or compact disks of the MND for public circulation and use by the City, including the surrounding cities, the Los Phil Martin & Associates, Inc. Page 19 of 27 Angeles County Planning Department and any otheragencies or private entities requesting the MND. A master hard copy and a compact disk of the MND will be provided to the city for its use. d. Prepare Notice of Intent to Adopt a Mitigated Negative Declaration Phil Martin & Associates will prepare a Notice of Intent to Adopt a MND (NOI). Once reviewed and approved by the City, a copy will be mailed to all responsible agencies and interested persons along with a copy of the MND on compact disc. Phil Martin & Associates will also file the NOI with the Los Angeles County Clerk to start the 20 -day MND public review period. e. Respond to Comments Phil Martin & Associates, Inc. will prepare written responses to all comments received to the MND. For the purpose of this proposal Phil Martin & Associates has allocated six (6) hours to respond to comments, which includes time for Phil Martin & Associates and its sub -consultants. Additional time for Phil Martin & Associates and/or sub -consultants to respond to comments beyond six hours will be billed on a time and materials basis. Five (5) hard copies and one (1) compact disc of the Response to Comments will be submitted to the city for its review and comment. The city's changes will be incorporated and copies of the Response to Comments will be printed. Phil Martin & Associates will mail the Response to Comments to the agencies and individuals that submitted comments at least ten days prior to the scheduled hearing to adopt the MND. Phil Martin & Associates will print and mail up to ten (10) copies of the Response to Comments. f. Attend Public Hearings Phil Martin & Associates has budgeted to attend one (1) Planning Commission and one (1) City Council hearing. Attendance at additional public hearings will be billed on time and material basis. g. File Notice of Determination and Pay Fish and Wildlife Fee Phil Martin & Associates will prepare the Notice of Determination (NOD) as required by Section 15094 of the CEQA Guidelines. The day afterthe MND is adopted and the project is approved Phil Martin & Associates will file the Notice of Determination with the Los Angeles County Clerk. A California Department of Fish and Wildlife fee will have to be paid at the time the NOD is filed with the Los Angeles County Clerk. The City or project applicant shall provide Phil Martin & Associates a check for the appropriate Fish and Wildlife fee. Once the NOD is filed with the Los Angeles County Clerk, Phil Martin & Associates will provide the original Fish and Wildlife Fee receipt and a copy of the fled NOD to the city for its records. There is a 30 -day statute of limitation period the public has to file legal challenges to the adoption of the MND once the Notice of Determination is filed with the Los Angeles County Phil Martin & Associates, Inc. Page 20 of 27 Clerk. If no legal challenges to the adequacy of the MND are filed within this 30 -day period the adoption is final. h. Mitigation Monitoring Plan Phil Martin & Associates will prepare a Mitigation Monitoring Plan (MMP) as required by Public Resources Code Section 21081.6 for all measures that are recommended to mitigate significant impacts. The Mitigation Monitoring Plan will list all mitigation measures presented in the MND and identify the City department that will be responsible to monitor and implement each mitigation measure. Once the MMP is completed, two (2) hard copies will be submitted to city staff for its review. Staffs comments will be incorporated and five (5) hard copies submitted to the city for its use. Phil Martin & Associates, Inc. Page 21 of 27 EXHIBIT "B" SCHEDULE OF SERVICES The updated schedule and milestones for the preparation of a Mitigated Negative Declaration are presented below. The schedule is based on an anticipated "start date' of September 23, 2014. 1) Start Date - kick-off meeting — September 23, 2014 2) Submit Screen Check Initial Study/Mitigated Negative Declaration to City—October 13, 2014 3) Receive staff comments to Initial Study/Mitigated Negative Declaration— November 4, 2014 4) Mail Initial Study/Mitigated Negative Declaration — November 10, 2014 5) Initial Study/Mitigated Negative Declaration public review period — November 11 — December 1, 2014 6) Submit screen check Initial Study/Mitigated Negative Declaration (Response to Comments) to City — December 8, 2014 7) Receive staff comments to screen check Initial Study/Mitigated Negative Declaration (Response to Comments) — December 16, 2014 8) Mail Initial Study/Mitigated Negative Declaration Response to Comments and submit final Initial Study/Mitigated Negative Declaration to City staff for its use — December 17, 2014 9) Planning Commission/City Council hearings — January/February 2015 10)File Notice of Determination with County Clerk— February 2015 Milestones 1) Start Date/Kick-off meeting — September 23, 2014 2) Initial Study/MND public review period —November 11, 2014 —December 1, 2014 3) Mail Initial Study/MND Response to Comments — December 17, 2014 4) Planning Commission/City Council hearings — January/February 2015 5) File Notice of Determination — February 2015 Phil Martin & Associates, Inc. Page 22 of 27 EXHIBIT "C" COMPENSATION Mitigated Negative Declaration Budget MND Cost Breakdown Task _:':. iiout Rafe Cost Kick-off Meeting— Phil Martin $150 5450 Initial Studv/MND Prepare Initial Smdc/MND — Phil Martin 5150 $22,500 Traffic — 6A Consultin S16,400 Photometric — OMR rtlectrlcal $3,100 Air Quality/Greenhouse Gas Re on/Noise —Gaous&Associates $4,400 ARis'd< En - cerin — 2hoto rendenng S3,500 Daect — piar,tioL, madin . CDs $400 Final MND Response to Comments 5150 S900 lolitigadon Monitoring and Reporting Program $150 $600 File CEQA notices $300 Meetings -2 staff meetings — Phil Martin $150 $600 Public Hearings-1Planning Commission and 1 City Council —Phil Nlarun S150 $900 Current Contact Total $54,050 Stud,• two additional intersections— N,, At, at 1-10 fo,mav westbound/eastbound amps —VA Consoldn $1,600 Proposed Contract Total $55,650 `fixed fee contract Phil Martin & Associates, Inc. Page 23 of 27 EXHIBIT "D" INSURANCE REQUIREMENTS Prior to the beginning of and throughout the duration of the Work, Consultant will maintain insurance in conformance with the requirements set forth below. Consultant will use existing coverage to comply with these requirements. If that existing coverage does not meet the requirements set forth here, Consultant agrees to amend, supplement or endorse the existing coverage to do so. Consultant acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required. Any insurance proceeds available to City in excess of the limits and coverage required in this agreement and which is applicable to a given loss, will be available to City. Consultant shall provide the following types and amounts of insurance: Commercial General Liability Insurance using Insurance Services Office "Commercial General Liability" policy form CG 00 01 or the exact equivalent. Defense costs must be paid in addition to limits. There shall be no cross liability exclusion for claims or suits by one insured against another. Limits are subject to review but in no event less than $1,000,000 per occurrence. Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including symbol 1 (Any Auto) or the exact equivalent. Limits are subject to review, but in no event to be less that $1,000,000 per accident. If Consultant owns no vehicles, this requirement may be satisfied by a non -owned auto endorsement to the general liability policy described above. If Consultant or Consultant's employees will use personal autos in any way on this project, Consultant shall provide evidence of personal auto liability coverage for each such person. Workers Compensation on a state -approved policy form providing statutory benefits as required by law with employer's liability limits no less than $1,000,000 per accident or disease. Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit requirements, shall provide coverage at least as broad as specified for the underlying coverages. Any such coverage provided under an umbrella liability policy shall include a drop down provision providing primary coverage above a maximum $25,000 self-insured retention for liability not covered by primary but covered by the umbrella. Coverage shall be provided on a "pay on behalf basis, with defense costs payable in addition to policy limits. Policy shall contain a provision obligating insurer at the time insured's liability is determined, not requiring actual payment by the insured first. There shall be no cross liability exclusion precluding coverage for claims or suits by one insured against another. Coverage shall be applicable to City for injury to employees of Consultant, subconsultants or others involved in the Work. The scope of coverage provided is subject to approval of City following receipt of proof of insurance as required herein. Limits are subject to review but in no event less than $1,000,000 per occurrence. Professional Liability or Errors and Omissions Insurance as appropriate shall be written on Phil Martin & Associates, Inc. Page 24 of 27 a policy form coverage specifically designed to protect against acts, errors or omissions of the consultant and "Covered Professional Services" as designated in the policy must specifically include work performed under this agreement. The policy limit shall be no less than $1,000,000 per claim and in the aggregate. The policy must "pay on behalf of" the insured and must include a provision establishing the insurer's duty to defend. The policy retroactive date shall be on or before the effective date of this agreement. Insurance procured pursuant to these requirements shall be written by insurers that are admitted carriers in the state of California and with an A.M. Bests rating of A- orbetterand a minimum financial size VII. General conditions pertaining to provision of insurance coverage by Consultant. Consultant and City agree to the following with respect to insurance provided by Consultant: 1. Consultant agrees to have its insurer endorse the third party general liability coverage required herein to include as additional insureds City, its officials, employees and agents, using standard ISO endorsement No. CG 2010 with an edition prior to 1992. Consultant also agrees to require all contractors, and subcontractors to do likewise. 2. No liability insurance coverage provided to complywith this Agreement shall prohibit Consultant, or Consultant's employees, or agents, from waiving the right of subrogation prior to a loss. Consultant agrees to waive subrogation rights against City regardless of the applicability of any insurance proceeds, and to require all contractors and subcontractors to do likewise. 3. All insurance coverage and limits provided by Contractorand available or applicable to this agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations limits the application of such insurance coverage. 4. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. 5. No liability policy shall contain any provision or definition that would serve to eliminate so-called "third party action over" claims, including any exclusion for bodily injury to an employee of the insured or of any contractor or subcontractor. 6. All coverage types and limits required are subject to approval, modification and additional requirements by the City, as the need arises. Consultant shall not make any reductions in scope of coverage (e.g. elimination of contractual liability or reduction of discovery period) that may affect City's protection without City's prior written consent. 7. Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all of the coverages required and an additional insured endorsement to Consultant's general liability policy, shall be delivered to City at or Phil Martin & Associates, Inc. Page 25 of 27 prior to the execution of this Agreement. In the event such proof of any insurance is not delivered as required, or in the event such insurance is canceled at any time and no replacement coverage is provided, City has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests under this or any other agreement and to pay the premium. Any premium so paid by City shall be charged to and promptly paid by Consultant or deducted from sums due Consultant, at City option. 8. Certificate(s) are to reflect that the insurer will provide 30 days notice to City of any cancellation of coverage. Consultant agrees to require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, or that any party will "endeavor' (as opposed to being required) to comply with the requirements of the certificate. 9. It is acknowledged by the parties of this agreement that all insurance coverage required to be provided by Consultant or any subcontractor, is intended to applyfirst and on a primary, noncontributing basis in relation to any other insurance or self insurance available to City. 10. Consultant agrees to ensure that subcontractors, and any other party involved with the project who is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with subcontractors and others engaged in the project will be submitted to City for review. 11. Consultant agrees not to self -insure or to use any self-insured retentions or deductibles on any portion of the insurance required herein and further agrees that it will not allow any contractor, subcontractor, Architect, Engineer or other entity or person in any way involved in the performance of work on the project contemplated by this agreement to self -insure its obligations to City. If Consultant's existing coverage includes a deductible or self-insured retention, the deductible or self- insured retention must be declared to the City. At that time the City shall review options with the Consultant, which may include reduction or elimination of the deductible or selfinsured retention, substitution of other coverage, or other solutions. 12. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City will negotiate additional compensation proportional to the increased benefit to City. 13. For purposes of applying insurance coverage only, this Agreement will be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance of or towards performance of this Agreement. Phil Martin & Associates, Inc. Page 26 of 27 14. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non-compliance with any insurance requirement in no way imposes any additional obligations on City nor does it waive any rights hereunder in this or any other regard. 15.Consultant will renew the required coverage annually as long as City, or its employees or agents face an exposure from operations of any type pursuant to this agreement. This obligation applies whether or not the agreement is canceled or terminated for any reason. Termination of this obligation is not effective until City executes a written statement to that effect. 16. Consultant shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A coverage binder or letter from Consultant's insurance agent to this effect is acceptable. A certificate of insurance and/or additional insured endorsement as required in these specifications applicable to the renewing or new coverage must be provided to City within five days of the expiration of the coverages. 17.The provisions of any workers' compensation or similar act will not limit the obligations of Consultant under this agreement. Consultant expressly agrees notto use any statutory immunity defenses under such laws with respect to City, its employees, officials and agents. 18. Requirements of specific coverage features or limits contained in this section are not intended as limitations on coverage, limits or other requirements nor as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all-inclusive. 19. These insurance requirements are intended to be separate and distinct from any other provision in this agreement and are intended by the parties here to be interpreted as such. 20. The requirements in this Section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impairs the provisions of this Section. 21. Consultant agrees to be responsible for ensuring that no contract used by any parry involved in any way with the project reserves the right to charge City or Consultant for the cost of additional insurance coverage required by this agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto. Consultant agrees to provide immediate notice to City of any claim or loss against Phil Martin & Associates, Inc. Page 27 of 27 Consultant arising out of the work performed under this agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. CITY OF ROSEMEAD PROFESSIONAL SERVICES AGREEMENT PARTIES AND DATE. This Agreement is made and entered into this 81" day of July, 2014 by and between the City of Rosemead, a municipal organization organized under the laws of the State of California with its principal place of business at 8838 E. Valley Boulevard, Rosemead, California 91770 ("City") and Phil Martin & Associates, Inc., a corporation with its principal place of business at 3002 Dow Avenue, Suite 122, Tustin, California 92780 ("Consultant'). City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties." 2. RECITALS. 2.1 Consultant. Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing professional enviormental services to public clients, is licensed in the State of California, and is familiar with the plans of City. 2.2 Project. City desires to engage Consultant to render professional land use and environmental consulting services for the proposed mixed use project known as ('Project') and referred to as the Garvey Garden Plaza as set forth in this Agreement. 3. TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project ("Services'). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 3.1.2 Term. The term of this Agreement shall be from July 8, 2014 to July 8, 2015, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. Phil Martin & Associates, Inc. Page 2 of 27 3.2 Responsibilities of Consultant. 3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3.2.2 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit "B" attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City. 3.2.4 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Projector a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the City. The key personnel for performance of this Agreement are as follows: Phil Martin (President). 3.2.5 City's Representative. The City hereby designates City Planner or her designee, to act as its representative for the performance of this Agreement ("City's Representative'). City's Representative shall have the power to act on behalf of the City for all purposes under this Contract. Consultant shall not accept direction or orders from any person other than the City's Representative or his or her designee. Phil Martin & Associates, Inc. Page 3 of 27 3.2.6 Consultant's Representative. Consultant hereby designates Phil Martin or his designee, to act as its representative for the performance of this Agreement ("Consultant's Representative'). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his/her best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.2.7 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times. 3.2.8 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. Any employee of the Consultant or its sub -consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project. 3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. Phil Martin & Associates, Inc. Page 4 of 27 3.2.10 Insurance. 3.2.10.1 Time for Compliance. Consultant shall maintain prior to the beginning of and for the direction of this Agreement insurance coverage as specified in Exhibit "D" attached to and part of this agreement. 3.2.11 Safety. Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Contractor shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.3 Fees and Payments. 3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered underthis Agreement at the rates set forth in Exhibit "C" attached hereto and incorporated herein by reference. The total compensation shall not exceed fifty-four thousand, three hundred dollars ($54,300) without advance written approval of the City Planner. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement. 3.3.2 Payment of Compensation. Consultant shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. 3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City. 3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from City's Representative. Phil Martin & Associates, Inc. Page 5 of 27 3.3.5 Prevailing Wages. Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 1600, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works' and "maintenance" projects. If the Services are being performed as part of an applicable "public works' or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies atthe Consultant's principal place of business and at the project site. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 3.4 Accounting Records. 3.4.1 Maintenance and Inspection. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.5 General Provisions. 3.5.1 Termination of Agreement. 3.5.1.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. 3.5.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request. Phil Martin & Associates, Inc. Page 6 of 27 3.5.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: CONSULTANT: Phil Martin & Associates, Inc. 3002 Dow Avenue, Suite 122 Tustin, CA 92780 Attn: Phil Martin CITY: City of Rosemead 8838 Valley Boulevard Rosemead, CA 91770 Attn: Lily Trinh, Planning Division Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.3 Ownership of Materials and Confidentiality. 3.5.3.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data'). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 3.5.3.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Phil Martin & Associates, Inc. Page 7 of 27 Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Norshall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.5 Attorney's Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recoverfrom the losing party reasonable attorney's fees and all other costs of such action. 3.5.6 Indemnification. Consultant shall defend, indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions or willful misconduct of Consultant, its officials, officers, employees, agents, consultants and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses. Consultant shall defend, at Consultant's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents or volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse City and its directors, officials, officers, employees, agents and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnity shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials officers, employees, agents or volunteers. 3.5.7 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties. Phil Martin & Associates, Inc. Page 8 of 27 3.5.8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. 3.5.9 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.5.10 City's Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project. 3.5.11 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties. 3.5.12 Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.5.13 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subcontractors of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.5.14 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.15Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.5.16 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.5.17 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. Phil Martin & Associates, Inc. Page 9 of 27 3.5.18 Prohibited Interests. Consultant maintains and warrantsthat it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicitor secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Consultant further agrees to file, or shall cause its employees or subconsultants to file, a Statement of Economic Interest with the City's Filing Officer as required understate law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.5.19 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff ortermination. Consultant shall also complywith all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.5.20 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.5.21 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.5.22 Counterparts. This Agreement maybe signed in counterparts, each of which shall constitute an original. 3.6 Subcontracting. 3.6.1 Prior Approval Required. Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. Phil Martin & Associates, Inc. Page 10 of 27 CITY OF ROSEMEAD By: Jeff Allred, City Man ger City of Rosemead Attest: or Molleda City Clerk Approved as to Form: Rachel Richman, City Attorn- ey Burke, Williams & Sorensen, LLP PHIL MARTIN & ASSOCIATES, INC. Oki Name"°6 Title�Q�Es �oE.uT [If Corporation, TWO SIGNATURES, President OR Vice President AND Secretary, AND CORPORATE SEAL OF CONTRACTOR REQUIRED] Name: Phil Martin & Associates, Inc. Page 11 of 27 EXHIBIT "A" SCOPE OF SERVICES Based on our understanding of the project and experience preparing Mitigated Negative Declarations, including the City of Rosemead, we propose to prepare a Mitigated Negative Declaration to comply with CEQA. An outline of the services that Phil Martin &Associates will provide the city is provided below with a detailed description of the services following the outline: • Kick-off meeting — meet with city staff and project applicant to establish a schedule to complete the MND, gather specific information/studies from the applicant, identify contact personnel with the city and applicant, and identify potential environmental issues. • Prepare MND— complete and submit MND to city staff for review and comment and incorporate staffs comments into MND for public circulation. • Circulate MND — circulate the MND for a CEQA required 20 -day public review period. • Respond to Comments — provide written responses to all comments received. • Public Hearings — attend and provide support to city staff at Planning Commission and City Council hearings. • Notice of Determination — File the Notice of Determination and pay the required Fish and Wildlife fee with the Los Angeles County Clerk Recorder. a. Kick-off Meeting Upon authorization to proceed and signature of a contract, Phil Martin will meet with City staff and the project applicant to discuss the project in detail, develop a schedule to complete the MND and obtain the documents requested in this proposal to begin preparation of the MND. We will also discuss a traffic scope of work with the City's traffic engineer and the traffic consultant to ensure the traffic consultant adequately addresses the traffic and circulation issues associated with the project. b. Preparation of Mitigated Negative Declaration Immediately afterthe kick-off meeting Phil Martin &Associates will begin preparation ofthe Mitigated Negative Declaration to comply with the 2014 CEQA Guidelines, as amended. The MND will include the following tasks: Aesthetics The City of Rosemead General Plan does not identify any designated scenic resources on the site and the State does not have any adopted scenic state highways adjacent to or close proximity to the site. Thus, this section will focus on and analyze the potential aesthetic impacts of the project on the land uses adjacent to and surrounding the site. The existing aesthetic characteristics of the site and surrounding land uses will be described, including the adjacent residences. Surface level photographs of the site and the Phil Martin & Associates, Inc. Page 12 of 27 surrounding land uses will be provided along with a photo key map to show the aesthetic and visual qualities on the site and the land uses surrounding the site. This section will include an analysis of the potential aesthetic impacts of the project due to the proposed development. Phil Martin & Associates will prepare two photo -simulations of the project as seen from Garvey Avenue and Delta Avenue. The photo -simulations will show the site if developed as proposed. The level of detail of the photo -simulations will be based on the detail of information provided by the project architect. This section will include building elevations showing the architecture, design, and color scheme of the proposed building as seen from Garvey Avenue and Delta Avenue. If available, a landscape plan showing the proposed plantings and hardscape materials of the project will also be provided. The aesthetic section of the MND will compare the architecture, design, and landscape plans to applicable City design guidelines. A photometric study will be provided by OMB Electrical to determine the potential lighting impacts of the project to adjacent residents as well as motorists on Garvey Avenue and Delta Avenue. The photometric study will show the lumens on the properties adjacent to the site to determine if project lighting would impact adjacent residents. Site specific lighting information including light manufacturers, light model numbers, light locations, height, lumens, etc. will be requested from the architect in order to provide a meaningful photometric analysis. If potential aesthetic impacts are identified, measures to mitigate potential aesthetic impacts will be recommended in conjunction with recommendations of city staff and the project developer. Air Quality Giroux and Associates will prepare an air quality analysis and greenhouse gas emission calculations as a sub -consultant to Phil Martin & Associates. Phil Martin & Associates will summarize the air quality and greenhouse gas emission reports in the MND and attach the full documents in the appendix. The air quality report will include the following information: • Provide an air quality setting based upon SCAQMD monitoring data from the Pico Rivera air monitoring station. • Calculate temporary construction activity emissions (demolition, grading & construction) using procedures identified in the SCAQMD CEQA Air Quality Handbook (1993) and incorporated into the CalEEMod computer model. Discuss any potential site remediation impacts from historical site use. • Calculate regional vehicular emissions using the currently recommended CalEEMod computer model. • Evaluate the potential for micro -scale air pollution "hotspot" formation relative to surrounding emissions sources. Discuss project proximity to emissions sources from adjacent commercial uses. Phil Martin & Associates, Inc. Page 13 of 27 • Analyze possible air quality issues between subterranean parking and on-site residential use. • Discuss project consistency with the South Coast Air Basin Regional Air Quality Management Plan in terms of land use planning consistency. • Identify applicable mitigation measures, including relevant transportation control measures (TCMs) incorporated into the air basin portion of the California State Implementation Plan (SIP). • Discuss the potential effects on local air quality of cumulative development in the area. • Summarizethe air quality findings in a "stand-alone" draft air quality technical report in a setting/impact/mitigation format. The air quality impacts of the project will be divided into the short-term dust generation, local impacts, and long-term regional air pollution increases. Short-term dust and emission generation due to construction activities will be forecasted using the URBEMIS model. If provided by the project applicant, detailed estimates of the potential construction equipment that will be used during project demolition and construction will be referenced to calculate these emissions. Otherwise, conservative estimates of the various required construction activities to determine short-term emissions will be used. The air pollutant emissions generated during project construction will be compared to the SCAQMD Regional and Local Significance Thresholds. Measures to reduce dust generation required by the South Coast Air Quality Management District will be identified. Additionally, measures in the AQMP to control construction activity emissions will be, as applicable, discussed in the air quality report. Long-term operational emissions will be generated by project traffic, combustion of natural gas to heat the building, operation of landscape equipment, and the use of architectural coatings during building maintenance. The air emissions generated by these sources will be assessed and compared to the SCAQMD Regional and Local Significance Thresholds to determine their significance. Mitigation measures will be recommended to reduce significant long-term operational air quality emissions as much as possible to meet adopted thresholds and complywith CEQA. Greenhouse Gas Assessment Giroux and Associates will closely follow the generally accepted analysis methodologies and significance thresholds for greenhouse gas emissions and will apply the most current standards to the project. The greenhouse gas scope of work will include the following: Describe the existing GHG regulatory environment focused on AB -32 and SB -375. Summarize the base year GHG emissions inventory for Rosemead and discuss the likely progress in moving forward from that time. Identify the appropriate thresholds of impact significance that include both the quantity of GHG generated by the project as well as project consistency with sustainable community initiatives. Quantify GHG emissions associated with transportation, on-site energy consumption, indirect electricity generation emissions, solid waste generation, and water use using the CaIEEMod computer model GHG module. Phil Martin & Associates, Inc. Page 14 of 27 • Based upon the relative roles of transportation and non -transportation emissions projections, identify mitigation potential that might reduce the gap between AB -32 goals versus programs that are already in place (CAFE, LCFS, energy efficiency, etc.). • Determine GHG impact significance after application of available mitigation measures. Geology and Soils Per Addendum Number 1, a soils report will be provided by the project applicant to Phil Martin & Associates for incorporation into the MND. The soils report will be summarized in the MND and the full report included in the MND appendix. Hazards and Hazardous Materials Per Addendum Number 1, a Phase I Environmental Site Assessment (ESA) will be provided by the project applicant for incorporation into the MND. The Phase I ESA will be summarized in the MND and the full report included in the MND appendix. Mitigation measures, based on the conclusions and recommendations in the Phase I ESA will be incorporated into the MND to reduce potential hazardous impacts to less than significant to comply with CEQA. Hydrology/Water Quality A hydrology report will be prepared by CA Engineering as a sub -consultant to Phil Martin & Associates. The hydrology/water quality analysis section will summarize the hydrology report to determine how the on-site runoff will be collected and discharged to the existing off-site storm drain collection system. The preliminary hydrology plan will depict the direction and quantity of flow associated from the site under existing conditions and also the developed flows based on a grading plan. It is assumed there will be no on-site detention, thus, no detention calculations are included. A grading plan will be required to complete the hydrology report and provided by the project applicant. This proposal does not include the cost to prepare a grading plan or survey the site boundary and determine the existing site topography. A cost to prepare a grading plan and survey the site can be provided, if requested by the applicant. The treated flow requirements will be quantified and treatment devices thatcan meet State requirements will be recommended to mitigate potential waterquality impacts as part of the City's requirement to fulfill requirements for improving the quality of storm water discharges from Small Municipal Separate Storm Sewer System (MS4) operators in accordance with Section 402(p) of the Federal Clean Water Act (CWA). The Hydrology/Water Quality section will identify whether or not the site is in a 100 -year flood zone and identify all storm drain improvements that are required to adequately protect the site from flooding. This section will identify any potential water quality impacts of the project and provide measures to mitigate potential storm drain impacts to less than significant levels to comply with CEQA. Phil Martin & Associates, Inc. Page 15 of 27 Land Use The Rosemead General Plan land use designation for the site is Mixed Use: Residential/Commercial 30 du/ac.). The zoning is C-3-MUDO-D. The land use section will discuss the compatibility of the project with the adjacent surrounding land use. This section will also analyze the potential impacts of the requested entitlements and development standards with the existing surrounding land uses. This section will compare development of the site consistent with the existing development standards based on existing zoning and the Rosemead Municipal Code and compare that development to the proposed development. When required, measures will be recommended to reduce land use impacts to less than significant. Noise Giroux and Associates will prepare a noise and vibration assessment for the project as a sub -consultant to Phil Martin & Associates. Phil Martin & Associates will summarize the noise assessment and vibration assessment and attach the complete report in the MND appendix. The noise and vibration analysis will include the following: • Perform limited on-site ambient noise monitoring after consultation with city staff to establish an existing baseline and determine the noise generation from traffic and commercial operations. • Develop a baseline traffic noise exposure profile in terms of the CNEL noise metric using the FHWA Model with the latest California vehicle noise curves (CALVENO) focused on local impacts from Garvey Avenue traffic. • Identify specific sensitive receiver locations where mobile source noise impacts may adversely affect nearby sensitive receivers. • Evaluate stationary noise impacts from temporary on-site construction noise sources. • Discuss possible noise constraints from mixed commercial and residential uses on the same parcel. • Relate project noise impacts to the Noise Element noise/land use compatibility guidelines in the City of Rosemead General Plan Noise Element and other applicable noise exposure regulations. • Develop a noise impact mitigation plan for any predicted noise impacts that exceed target noise exposure limits, including community noise standards relevant to this project as contained in the City of Rosemead Noise Element and Noise Ordinance (Chapter 8.36). The City's noise standards will be summarized and their relevance to the project discussed. • Identify likely structural noise protection that will be needed to meet the building code for multi -family units. • Discuss potential vibration impacts to adjacent residents north of site during project grading and construction. • Summarize findings in a "stand-alone" draft noise and vibration technical report. Mitigation measures to reduce potential noise and/or vibration impacts will be provided as Phil Martin & Associates, Inc. Page 16 of 27 necessary to meet the City's Noise Ordinance and comply with CEQA. Public Services and Utilities This section will evaluate the potential impacts of the project on the various public services and utilities that will serve the project. The public services that will be analyzed include police and fire protection, solid waste collection, water, wastewater, electricity, and natural gas. Service letters will be sent to the public agencies to solicit their comments with regards to impacts by the project on their respective service. Information will be provided that identifies the size and location of the existing services/utilities that serve the site and discuss if the existing facilities are adequate of if upgrades and improvements will be required. For the existing utilities that will need to be upgraded or extended to serve the project the MND will discuss potential impacts to extend or upgrade those utilities. When required to comply with CEQA, mitigation measures will be recommended to reduce potential impacts to less than significant. Transportation/Traffic VA Consulting will prepare a traffic and circulation studyforthe project as a sub -consultant to Phil Martin & Associates. VA Consulting's traffic scope of work will be reviewed and approved by the City prior to their start of the traffic study to ensure the traffic study addresses all of the city's traffic and circulation concerns. The Traffic Impact Analysis (TIA) will be prepared in accordance with applicable City and/or County guidelines. VA will conduct research with the appropriate agencies to identify future planned roadway improvements, if any, that are proposed within the project study area. VA will obtain recently completed traffic impact studies and information on other projects located in vicinity of the proposed project, as applicable. This task will also include a field review to inventory the existing intersection geometrics and controls, the number of through travel lanes on roadways, pedestrian, bicycle, parking and transit facilities, and existing land uses within the study area. The project traffic generation will be based on the latest site plan and estimated using trip generation rates identified in Trip Generation, 9th Edition, published by the Institute of Transportation Engineers (ITE), or other appropriate sources. The project geographical trip distribution will be based in accordance with the local and regional roadway/freeway network characteristics. The project is anticipated to generate approximately 619 weekday vehicle trips with 18 inbound and 21 outbound trips during the AM peak hour and 31 inbound and 28 outbound trips during the PM peak hour. Atypical threshold for an off-site intersection to be included in a traffic study is a location that receives a minimum of 50 peak hour project trips. Based on the preliminary trip generation, only the PM peak hour produces sufficient traffic to potentially satisfy this threshold. However, both the AM and PM peak hours will be included in this analysis. Few off-site intersections, if any, surrounding the project are anticipated to meet the 50 -trip threshold with a balanced and reasonable trip distribution. The intersections chosen for Phil Martin & Associates, Inc. Page 17 of 27 analysis in this study are anticipated to demonstrate the lack of significant impact as a result of the Project and no additional potential study intersections are considered justified. However, should the City request that the traffic report include additional intersections, the budget to study additional intersections may increase. For the purpose of this proposal, VA Consulting will study the following three (3) intersections: • Garvey Avenue at San Gabriel Boulevard (signalized); • Garvey Avenue at Delta Avenue (signalized), and • Garvey Avenue at Walnut Grove Avenue (signalized); Traffic Volume Data Collection VA will have existing weekday traffic data collected new for this study by National Data & Surveying Services (NDS). Three (3) weekday PM peak hour turning movement counts will be conducted at the off-site study intersections identified above. Weekday 24-hour volume counts will be conducted at up to three (3) roadway segment locations between the study area intersections. No weekend traffic data counts are included as part of this analysis. If the agency approved study area forthe project requires additional counts or other specialty traffic data collection, additional costs will be required. Traffic Projections Once the existing traffic volume data is collected a growth factor will be applied to the existing traffic volumes to consider ambient traffic growth for the future baseline year. The baseline year will be the estimated project completion year. The traffic generation of the apartment project will be estimated using trip generation rates identified in Trip Generation, 9th Edition, published by the Institute of Transportation Engineers (ITE), or other appropriate source. Future year scenario analysis will use agency forecast model volumes, if available. The traffic analysis will assume the project will be constructed in a single phase. Level of Service Analysis The 2000 Highway Capacity Manual (HCM) signalized/unsignalized intersection analysis method and/or the Intersection Capacity Utilization (ICU) method in accordance with City/County guidelines and parameters to determine intersection level of service (LOS) will be used for the study area intersections. The target level of service will be as confirmed by the City/County. Roadway level of service will be based on volume -to -capacity (V/C) analysis. Level of service analysis will be performed for the following six (6) scenarios for the study are intersections: • Existing volumes, • Existing volumes plus Project, • Existing volumes plus Project with mitigation (if necessary), • Baseline (Project Year) volumes; • Baseline plus Project (Project Year) volumes; and • Baseline plus Project (Project Year) volumes with mitigation (if necessary). Phil Martin & Associates, Inc. Page 18 of 27 If necessary to mitigate project traffic impacts, capacity enhancements will be identified and analyzed in terms of feasibility and cost to maintain the required level of service. Additional Specific Analyses The traffic study will also include analyses such as geometric configuration/striping alternatives, signal warrant analysis, queuing analysis, sight distance analysis, on-site circulation, and emergency vehicle access. Report Preparation VA will prepare a summary report including all tables, figures, and text as required to document the study methodologies, conclusions, and recommendations. The report will include all LOS, volume -to -capacity, traffic data, and all other appropriate back-up calculations in the traffic study appendix. The traffic study will be submitted to the City for review and VA will incorporate the City's comments. Measures to mitigated project traffic and circulation impacts will be recommended when required to meet city level of service requirements and CEQA. Cumulative Impacts Per CEQA Guidelines Section 15355 this section will provide a discussion of the potential environmental effects that could occur with development of the project in conjunction with other planned and entitled projects in the area, including the compounding of cumulative project impacts. Cumulative project information will be obtained from City staff and include projects that have been entitled but not constructed, projects that are not entitled, but in the planning process, and reasonably foreseeable future projects. The cities adjacent to Rosemead will be contacted to identify any projects within their jurisdiction that should be included in the cumulative impact analysis. A map will be prepared to show the location of the cumulative projects. When required by CEQA, mitigation measures will be recommended to mitigate any cumulative project impacts. References, Persons and Agencies Contacted and MND Preparation This section will list all reference documents used to prepare the MND and all persons, agencies and individuals contacted during preparation of the MND. Appendices The MND appendix will include all technical reports. c. Screen Check MND Once the MND is completed five (5) hard copies and one (1) compact disc of the Mitigated Negative Declaration will be submitted to city staff for its review and comment. Staffs comments and changes will be incorporated into the MND and five (5) second screen Phil Martin & Associates, Inc. Page 19 of 27 check hard copies and one (1) compact disc will be submitted for a second review to the city. Staffs final screen check comments will be incorporated and the Mitigated Negative Declaration prepared for printing. d. Print and Mail MND Phil Martin & Associates will print and mail twenty-five (25) hard copies and/or compact disks of the MND for public circulation and twelve (12) hard copies and a compact disk for use by the City. e. Prepare Notice of Intent to Adopt a Mitigated Negative Declaration Phil Martin & Associates will prepare a Notice of Intent to Adopt a MND (NOI). Once approved by the City, the NOI will be mailed to all responsible agencies and interested persons along with a copy of the MND on compact disc. Phil Martin & Associates will also file the NOI with the Los Angeles County Clerk to start the 20 -day MND public review period. f. Respond to Comments Phil Martin & Associates, Inc. will prepare written responses to all comments received to the MND. For the purpose of this proposal Phil Martin & Associates has allocated six (6) hours to respond to comments, which includes time for Phil Martin & Associates and its sub -consultants. Additional time for Phil Martin & Associates and/or sub -consultants to respond to comments beyond six hours will be billed on a time and materials basis. Five (5) hard copies and one (1) compact disc of the Response to Comments will be submitted to the city for its review and comment. The city's changes will be incorporated and copies of the Response to Comments will be printed. Phil Martin & Associates will mail the Response to Comments to the agencies and individualsthat submitted comments at least ten days prior to the scheduled hearing to adopt the MND. Phil Martin & Associates will print and mail up to ten (10) copies of the Response to Comments. g. Attend Public Hearings Phil Martin & Associates has budgeted to attend one (1) Planning Commission and one (1) City Council hearing. Attendance at additional public hearings will be billed on time and material basis. h. File Notice of Determination and Pay Fish and Wildlife Fee Phil Martin & Associates will prepare the Notice of Determination (NOD) as required by Section 15094 of the CEQA Guidelines. The day after the MND is adopted and the project is approved Phil Martin & Associates will file the Notice of Determination with the Los Angeles County Clerk. A California Department of Fish and Wildlife fee will have to be paid at the time the NOD is filed with the Los Angeles County Clerk. The City or project applicant shall provide Phil Phil Martin & Associates, Inc. Page 20 of 27 Martin & Associates a check for the appropriate Fish and Wildlife fee. Once the NOD is filed with the Los Angeles County Clerk, Phil Martin & Associates will provide the original Fish and Wildlife Fee receipt and a copy of the filed NOD to the city for its records. There is a 30 -day statute of limitation period the public has to file legal challenges to the adoption of the MND once the Notice of Determination is filed with the Los Angeles County Clerk. If no legal challenges to the adequacy of the MND are filed within this 30 -day period the adoption is final. i. Mitigation Monitoring Plan Phil Martin & Associates will prepare a Mitigation Monitoring Plan (MMP) as required by Public Resources Code Section 21081.6 for all measures that are recommended to mitigate significant impacts. The Mitigation Monitoring Plan will list all mitigation measures presented in the MND and identify the city department that will be responsible to monitor and implement each mitigation measure. Once the MMP is completed, two (2) hard copies will be submitted to City staff for its review. Staffs comments will be incorporated and five (5) hard copies submitted to the City for its use. Phil Martin & Associates, Inc. Page 21 of 27 EXHIBIT "B" SCHEDULE OF SERVICES The schedule and milestones for the preparation of a Mitigated Negative Declaration are presented below. The schedule is based on an anticipated "start date" of July 14, 2014. 1) Start Date - kick-off meeting — July 14, 2014 2) Submit Screen Check Initial Study/Mitigated Negative Declaration to City—October 27, 2014 3) Receive staff comments to Initial Study/Mitigated Negative Declaration —November 17, 2014 4) Mail Initial Study/Mitigated Negative Declaration —November 27, 2014 5) Initial Study/Mitigated Negative Declaration public review period — December 1, 2014 — December 21, 2014 6) Submit screen check Initial Study/Mitigated Negative Declaration (Response to Comments) to City — January 5, 2015 7) Receive staff comments to screen check Initial Study/Mitigated Negative Declaration (Response to Comments) — January 14, 2015 8) Mail Initial Study/Mitigated Negative Declaration Response to Comments and submit final Initial Study/Mitigated Negative Declaration to City staff for its use — January 20, 2015 9) Planning Commission/City Council hearings — February/March 2015 10)File Notice of Determination with County Clerk — February/March 2015 Milestones 1) Start Date/Kick-off meeting — July 14, 2014 2) Initial Study/MND public review period — December 1, 2014 — December 21, 2014 3) Mail Initial Study/MND Response to Comments — January 20, 2015 4) Planning Commission/City Council hearings — February/March 2015 5) File Notice of Determination — February/March 2015 Phil Martin & Associates, Inc. Page 22 of 27 EXHIBIT "C" COMPENSATION Mitigated Negative Declaration Budget Task Ho Rate Cost Kick-off Meed — Phil Martin $150 $450 Initial Study/MND Prepare Initial Smdy/MND — Phil Martin $150 518,450 Traffic—VA Consulting * 512,600 Photometric — OMB Electricat 53,100 Air Quality/Greenhouse Gas Rcporr/Noise/Vibration — Guoux & Associates 54,200 Photo Simulations — Attic Engineering $3,000 CA Engineering — hadrolo , study 53,500 Direct — prinang, marling, CDs 5250 Final MND Response to Comments — Phil Martin $150 5900 Mitigation Monitoring and Reporting Program — Phil Martin $t50 $450 File CEQA notices — Phil Martin $600 Meetings — l staff meeting—Phil Martin 5150 $600 Pubhc Hearings —1 Planting Commission and 1 Cite Council— Plot Martin S150 5900 Total $49,000 'fixed fee contract Phil Martin & Associates, Inc. Page 23 of 27 EXHIBIT "D" INSURANCE REQUIREMENTS Prior to the beginning of and throughout the duration of the Work, Consultant will maintain insurance in conformance with the requirements set forth below. Consultant will use existing coverage to comply with these requirements. If that existing coverage does not meet the requirements set forth here, Consultant agrees to amend, supplement orendorse the existing coverage to do so. Consultant acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required. Any insurance proceeds available to City in excess of the limits and coverage required in this agreement and which is applicable to a given loss, will be available to City. Consultant shall provide the following types and amounts of insurance.' Commercial General Liability Insurance using Insurance Services Office "Commercial General Liability" policy form CG 00 01 or the exact equivalent. Defense costs must be paid in addition to limits. There shall be no cross liability exclusion for claims or suits by one insured against another. Limits are subject to review but in no event less than $1,000,000 per occurrence. Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including symbol 1 (Any Auto) or the exact equivalent. Limits are subject to review, but in no event to be less that $1,000,000 per accident. If Consultant owns no vehicles, this requirement may be satisfied by a non -owned auto endorsement to the general liability policy described above. If Consultant or Consultant's employees will use personal autos in anyway on this project, Consultant shall provide evidence of personal auto liability coverage for each such person. Workers Compensation on a state -approved policy form providing statutory benefits as required by law with employer's liability limits no less than $1,000,000 per accident or disease. Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit requirements, shall provide coverage at least as broad as specified for the underlying coverages. Any such coverage provided under an umbrella liability policy shall include a drop down provision providing primary coverage above a maximum $25,000 self-insured retention for liability not covered by primary but covered by the umbrella. Coverage shall be provided on a "pay on behalf' basis, with defense costs payable in addition to policy limits. Policy shall contain a provision obligating insurer at the time insured's liability is determined, not requiring actual payment by the insured first. There shall be no cross liability exclusion precluding coverage for claims or suits by one insured against another. Coverage shall be applicable to City for injury to employees of Consultant, subconsultants or others involved in the Work. The scope of coverage provided is subject to approval of City following receipt of proof of insurance as required herein. Limits are subject to review but in no event less than $1,000,000 per occurrence. Professional Liability or Errors and Omissions Insurance as appropriate shall be written on Phil Martin & Associates, Inc. Page 24 of 27 a policy form coverage specifically designed to protect against acts, errors or omissions of the consultant and "Covered Professional Services" as designated in the policy must specifically include work performed under this agreement. The policy limit shall be no less than $1,000,000 per claim and in the aggregate. The policy must "pay on behalf of the insured and must include a provision establishing the insurer's duty to defend. The policy retroactive date shall be on or before the effective date of this agreement. Insurance procured pursuant to these requirements shall be written by insurers that are admitted carriers in the state of California and with an A.M. Bests rating of A- orbetterand a minimum financial size VII. General conditions pertaining to provision of insurance coverage by Consultant. Consultant and City agree to the following with respect to insurance provided by Consultant: 1. Consultant agrees to have its insurer endorse the third party general liability coverage required herein to include as additional insureds City, its officials, employees and agents, using standard ISO endorsement No. CG 2010 with an edition prior to 1992. Consultant also agrees to require all contractors, and subcontractors to do likewise. 2. No liability insurance coverage provided to complywith this Agreement shall prohibit Consultant, or Consultant's employees, or agents, from waiving the right of subrogation prior to a loss. Consultant agrees to waive subrogation rights against City regardless of the applicability of any insurance proceeds, and to require all contractors and subcontractors to do likewise. 3. All insurance coverage and limits provided by Contractor and available or applicable to this agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations limits the application of such insurance coverage. 4. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. 5. No liability policy shall contain any provision or definition that would serve to eliminate so-called "third party action over" claims, including any exclusion forbodily injury to an employee of the insured or of any contractor or subcontractor. 6. All coverage types and limits required are subject to approval, modification and additional requirements by the City, as the need arises. Consultant shall not make any reductions in scope of coverage (e.g. elimination of contractual liability or reduction of discovery period) that may affect City's protection without City's prior written consent. 7. Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all of the coverages required and an additional insured endorsement to Consultant's general liability policy, shall be delivered to City at or Phil Martin & Associates, Inc. Page 25 of 27 priorto the execution of this Agreement. In the event such proof of any insurance is not delivered as required, or in the event such insurance is canceled at any time and no replacement coverage is provided, City has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests under this or any other agreement and to pay the premium. Any premium so paid by City shall be charged to and promptly paid by Consultant or deducted from sums due Consultant, at City option. 8. Certificate(s) are to reflect that the insurer will provide 30 days notice to City of any cancellation of coverage. Consultant agrees to require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, or that any party will "endeavor" (as opposed to being required) to comply with the requirements of the certificate. 9. It is acknowledged by the parties of this agreement that all insurance coverage required to be provided by Consultant or any subcontractor, is intended to applyfirst and on a primary, noncontributing basis in relation to any other insurance or self insurance available to City. 10. Consultant agrees to ensure that subcontractors, and any other party involved with the project who is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreementswith subcontractors and others engaged in the project will be submitted to City for review. 11. Consultant agrees not to self-insure or to use any self-insured retentions or deductibles on any portion of the insurance required herein and further agrees that it will not allow any contractor, subcontractor, Architect, Engineer or other entity or person in any way involved in the performance of work on the project contemplated by this agreement to self-insure its obligations to City. If Consultant's existing coverage includes a deductible or self-insured retention, the deductible or self- insured retention must be declared to the City. At that time the City shall review options with the Consultant, which may include reduction or elimination of the deductible or self nsured retention, substitution of other coverage, or other solutions. 12. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City will negotiate additional compensation proportional to the increased benefit to City. 13. For purposes of applying insurance coverage only, this Agreement will be deemed to have been executed immediately upon any party hereto taking anystepsthat can be deemed to be in furtherance of or towards performance of this Agreement. Phil Martin & Associates, Inc. Page 26 of 27 14. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non-compliance with any insurance requirement in no way imposes any additional obligations on City nor does it waive any rights hereunder in this or any other regard. 15.Consultant will renew the required coverage annually as long as City, or its employees or agents face an exposure from operations of any type pursuant to this agreement. This obligation applies whether or not the agreement is canceled or terminated for any reason. Termination of this obligation is not effective until City executes a written statement to that effect. 16. Consultant shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A coverage binder or letter from Consultant's insurance agent to this effect is acceptable. A certificate of insurance and/or additional insured endorsement as required in these specifications applicable to the renewing or new coverage must be provided to City within five days of the expiration of the coverages. 17.The provisions of any workers' compensation or similar act will not limit the obligations of Consultant under this agreement. Consultant expressly agrees not to use any statutory immunity defenses under such laws with respect to City, its employees, officials and agents. 18. Requirements of specific coverage features or limits contained in this section are not intended as limitations on coverage, limits or other requirements noras a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all-inclusive. 19.These insurance requirements are intended to be separate and distinct from any other provision in this agreement and are intended by the parties here to be interpreted as such. 20.The requirements in this Section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impairs the provisions of this Section. 21. Consultant agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or Consultant for the cost of additional insurance coverage required by this agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto. Consultant agrees to provide immediate notice to City of any claim or loss against Phil Martin & Associates, Inc. Page 27 of 27 Consultant arising out of the work performed under this agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. '4D- apCl PHILMAR-01 HBCT02 A oRo CERTIFICATE OF LIABILITY INSURANCE6/120/2020120""""' 14 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($), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certifcate holder is an ADDITIONAL INSURED, the policy(les) must be endomed. 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 Insurance Brokers .entre DFive, Suite 500 RECEIVEDnooai CETY OF ROSEMEAD JUL 17 2014 NaURERB Carl Phil Martin & Associates, Inc mSDRER c: 3002 Dow Ave., Ste 122 CITYCIB"OFFM INSURER D: Tustin, CA 92780 MINSURER E' COVFRGGFS CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TOTHE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT. TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECTTO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. P.O. Box 99 INSR� A L Ua' FF IFYUP Rosemead, CA 91770 R' TYPE OF INSURANCE FOLICYNUMBER MNmICO„E MrO.eL"CLIMITS GENERAL LIABILITY I i EACH OCCURRENCE S 1,000_A0 A X1 COMMERCIAL GENERnulAeluTY 0113910540503 61112014 611/2015 ILPREMISEs tE aencel s 1.000,00 CLAIMS MADE X I OCCVR N_V E% IA parson $ SAO I I IPERsoNALa AOV INJVRv s 1.000,00 GENERAL AGGREGATE S 2,000,00 LEN T AGGREGATE L IMIT APPLIFS PER '.PRODUCTS-CCMP/OPAGG — $ 2,000,00 PRO LOG POLICY Lx J $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,00 Ea a 5 A ANY AUTO OH]910540503 611/2014 61112015 LY INJ urev lPe.Persnnl 5 '- ALL OWNED SCHEDULED DOmLV INJURYrye—YInn,$ AUTOS T05 X '`X NED F.NEG FALLER I Y OAN.AGE $ XIREG AUTOS III UMBRELLA LIAe OCCUR EACH OCCVRRENCE $ 5 EXCESSLIAa OIAI V:L. I YDEO RETENTIONS $ ANNA ERBCOMPENSATION LTATO �OTH- ANDEMPLOYERS ' CABHUTY vIN TWLORYLIMO ER ANY PROPPIETORPARTNEFE%ECUTIVE� EL EACH ACCIDENT S FHCE WMEMBER EXCLUDED' N ELDISEASE EA EMPOYES $ IM..rNI in NX) I,n desarir—NEr DESCRIPTION OF OPERATIONSOeIow EL. DISEASE -POLIO LIMIT $ B PROFESSIONAL EEH258383079 9/512012 915/2015 PER CLAIM 1,000,00 B ('LIABILITY EEH288383079 9/512012 91512015 (AGGREGATE 2,000,00 DESCRIPTION OF OPFRATIONR I LOCATIONS I VEHICLES IAnem ACORD 10I. AadTunzl named. Smeawe If mme sp— Is sYiN, ) Re: Rosemead Development Complex. ©19882010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010105) The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City C Of Rosemead ACCORDANCE WITH THE POLICY PROVISIONS. Attn: Ericka Hernandez P.O. Box 99 AUTHOMBED REPRESENTATIVE Rosemead, CA 91770 ©19882010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010105) The ACORD name and logo are registered marks of ACORD HEFFERNAN INSURANCE BROKERS 6 HUTTON CENTRE DR. SUITE 500 SANTA ANA, CA 92707 CITY OF ROSEMEAD ATTN: ERICKA HERNANDEZ PO BOX 99 ROSEMEAD CA 91770-0099 PHILMAR-01 ROOCA1 CERTIFICATE OF LIABILITY INSURANCE 20d IF D 6/20/2014 1 THIS CERTIFICATE IS ISSUED ASA 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 holtler is ea ADDITIONAL INSURED, the polity(ies) must be endorsed. N SUBROGATION IS WAIVED, subject to the terms and conditions of Ne policy, certain policies may require an endorsement. A statement on this cartificate does not confer rights to the Certificate holder in lieu of such endorsOment(s). RROooCEa License N 0564249 Heffarnan Inure... Brokers 6 Hutton Centre Drive, Suite 500 Santa Ana, CA 92707 ACT veolEie 1 714 361-77001]713 c No En ( ) FUA% rve 1 (714) 361-7701 L - EDoaSS INSURERIBIAFFORDING COVERAGE NAIC9 pREMISErEeo¢oveom f 1,000,00 INSURER A: Hanover InauFill nCecompany 22292 1 1,000,00 INSURED _ INSURER B: Continental Casualty Company ZD443 INSURER D: Phil Martin & Associates, Inc. IrvsuaER o _ 3002 Dow Ave., Ste 122 Tustin, CA 92780 IxSJE.R E: GENERALAGGREGATE ABUSER B: f 2,DDU,DO 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 RWUIREMENT. TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO MICH 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. Son Lm TYPE OF INSURANCE NCENSA LI .1 POCY NU M0 &EVY MNIpOM'YY r1N115 A GENERALLABILIT' X COMMERCIAL GENERA_ IABIJTV CUIMS-MAUE �OCCJR 0113910540503 6/1@014 611/2015 EACH OCCURRENCE 51,000,00 pREMISErEeo¢oveom f 1,000,00 MED E%P lPny one person) 5 5,811 L_PERSONALe -INJURY 1 1,000,00 a 2,000,00 GENERALAGGREGATE PRODVOTS-COMWOP AGG f 2,DDU,DO GEN'LAGGREGATc LIMITAPPLIESIER. POLICY X PRO LOC 4 A AVTOMOBILE LNBNLV ANY AUTO ALL OWNED sEHECULED AUTOS OTOS IOH3910540503 611@014 ., 6/1/2015 EO awl eeC INGLE LIMB nt E 1,000,00 Ea ILY INJURY s BODILYINJVRV (Pm aw en11i5 X HIRED ALLOTS OMJED u:DS PROPERTY DAMPGE a PL m.: S UMBBELIN LAB EACH OCCURRENCE 5 _OCCUR EXCESS LNB CVA .F. I, AGGREGATE 5 _ DEC RETENTIDNE S WOME0.5 COMPENSATgN NCEMpLOVEfle'WEILITY YIN ANY TNDEE%ECUTWE FFICERREMBER E%CWCED4 NlA WCSTATU- OTH- TORYLMIT E L. EACH ACCIDENT R 5 llyesaaeery In NX i EL DISEASE -EA EMP AY" DESCRIPTION OFF CHERgTIONE IIIA EL. DISEASE POLICY LIMIT S El PROFESSIONAL EE1,1288383079 9/61201291512015 PER CLAIM 1,000,00 B LIABILITY EEH288383079 9/512012 9I5I2015 AGGREGATE 2,000,0 DESCRPnON OF OPERA ONS I LCCAnC4S IYEXICLES IArcam ACORD let AFFlnaoal R ma W ..M ,u , N..01 vpau la,,uirc l PrelectB as On file with the Insured. RECEIVED CRY OF ROSEMEAD JUN 232014 CIT' CLERKS OFFICE City of Rosemead City Clerk 8838 E. Vallye Boulevard Rosemead, CA 91770 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF. NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTIOPUED REPRESENTAnVE ©1988-2010 ACORD -SON wva1 I Be AuvHu name and logo are registered marks of ACORD Image Manager Page 1 of I ac - CERTIFICATE OF LIABILITY INSURANCE osl n3nou THIS CERTIFICATE IS ISSUED AS A NATTER OF INFORMATION ONLY AND CONFER! NO RIOMT! UPON ME CERTIFICATE HOLDER. THIS CERTIFICATE DOE! NOT AFFIRMATWELY OR NEGATIVELY AMEND, UTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOE! NOT CONSTITUTE A CONTRACT BETWEEN THE IBBUWG INSURERI!), Atmom2ED REPNESENTATIVEOR PRODUCER. AND THE CERTIFICATE HOLDER. IMPORTANT: ttNe uMflub AddFrban AODITIOIUL INBUNEO, Ne polrylleal mua[Ee anCaned. It SUSROGATONISWAIMED,st; to Me brma all eand'Yoro d Me PaioY. certain Pohci. no, HI To ..d..dt. A FMbmam on Ulla uNMub n denot lle car rlSflb to one HARLIS CHAVIS, AGENT LIC X0631099 SMAEMm 22951 LOS ALISOS BLVD, STE 4 A. MISSION VIEJO, rA92691-2841 "wlNn PHILIP C & CATHIE A MARTIN 22672 SALTAR MISSION VIEJO, CA 92691-1705 CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD THIS IS TO IN INDICATED. NOPMT TIBOM ND MY REQUIREMENT, TERM OR CONDITION OF MY CONTRACT OR OTHER DOCUMENT AIM RESPECT TO NMICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY ME POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. MUSIONSAND CONDJTONS OF SUCH POLICIES. LIMITS SHOYM MAY NAVE BEEN REDUCED BY PAID CLAIMS. R mNWXEE gal AINNYY, ..al aEYFPN UA.TI ACMaCCURREXCE CCMIERCW GIAERY LNEnaV E NYAIWE ❑IXCYa E. EaPlAY— I I PERAC—lIA VNitAV F CENERALAGfNEWIE I GE M. T6.Cb/.PgAAGG I AAGGREG.iEIMITMILIE6IEA CCICY LOC A z.;3rLJL IpM.WO 01241056 21-7511 841]X2014 SUMNt6 eooEWAaYIlNo11 I ME. �. ALTS WRRrIP«exAxul.,1 IT.S )"'ST Na AuT09HoHON"Ea INA.,i _PROAE1 Ili Rry/.lWCCIUR FAC"OCCWRENCE E]CE W CWNTMA11 _.. _ Taln PEIENTId1 CnRNI I� E NEPRCVRiFRET.-IIYCUTKO EL M ACC.— I EM N LAI n:....`�w.,Er", Np EL DNEAEE. W X,ILana F EL CREASE -PW neouemaolGMAAnPaalucmnIARALE 0cmcI!/r,n 20M FORD EXPLORER 1FWU63ES5UA0P2 CITY OF ROSEMEAD 8838 E VALLEY BLVD ROSEMEAD, CA 81770 ACORD 261201X051 Cm OFR09EMEAD JUN 19 2014 SHOULD MY OF THE ABOA E DESCRIBED PO THE "'Pal DATE THEREOF, NOTC ACCORDANCE WITH THE FOLICYPRONYONS. The ACORD dame and logo an adgictalad manta 0 ACORD 1001486 13]5[98 https://sfnet.opr.smtefarm.org/im_core/jsps/pages/imageManager.faces 5/23/2014 CITY OF ROSEMEAD PROFESSIONAL SERVICES AGREEMENT PARTIES AND DATE. This Agreement is made and entered into this 10" day of December, 2013 by and between the City of Rosemead, a municipal organization organized under the laws of the State of California with its principal place of business at 8838 E. Valley Boulevard, Rosemead, California 91770 ("City') and Phil Martin &Associates, Inc., a corporation with its principal place of business at 3002 Dow Avenue, Suite 122, Tustin, California 92780 ("Consultant'). City and Consultant are sometimes individually referred to herein as "Party' and collectively as "Parties." 2. RECITALS. 2.1 Consultant. Consultant desires to perform and assume responsibility forthe provision of certain professional services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing professional enviormental services to public clients, is licensed in the State of California, and is familiar with the plans of City. 2.2 Project. City desires to engage Consultant to render professional land use and environmental consulting services for the proposed mixed use project known as ('Project') and referred to as the New Garvey Market Plaza as set forth in this Agreement. 3. TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project ("Services'). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 3.1.2 Term. The term of this Agreement shall be from December 10, 2013 to June 30, 2014, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. Phil Martin & Associates, Inc. Page 2 of 27 3.2 Responsibilities of Consultant. 3.2.1 Control and Payment of Subordinates, Independent Contractor. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3.2.2 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit "B" attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City. 3.2.4 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the City. The key personnel for performance of this Agreement are as follows: Phil Martin (President). 3.2.5 City's Representative. The City hereby designates City Planner or her designee, to act as its representative for the performance of this Agreement ("City's Representative'). City's Representative shall have the power to act on behalf of the City for all purposes under this Contract. Consultant shall not accept direction or orders from any person other than the City's Representative or his or her designee. Phil Martin & Associates, Inc. Page 3 of 27 3.2.6 Consultant's Representative. Consultant hereby designates Phil Martin or his designee, to act as its representative for the performance of this Agreement ("Consultant's Representative'). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his/her best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.2.7 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times. 3.2.8 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. Any employee of the Consultant or its sub -consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project. 3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contraryto such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. Phil Martin & Associates, Inc. Page 4 of 27 3.2.101nsurance. 3.2.10.1 Time for Compliance. Consultant shall maintain priorto the beginning of and for the direction of this Agreement insurance coverage as specified in Exhibit "D" attached to and part of this agreement. 3.2.11 Safety. Contractor shall execute and maintain itswork so as to avoid injury or damage to any person or property. In carrying out its Services, the Contractor shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions underwhich the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.3 Fees and Payments. 3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "C" attached hereto and incorporated herein by reference. The total compensation shall not exceed fifty-four thousand, three hundred dollars ($59,455) without advance written approval of the City. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement. 3.3.2 Payment of Compensation. Consultant shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. 3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City. 3.3.4 Extra Work. At anytime during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessaryforthe proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from City's Representative. 3.3.5 Prevailing Wages. Consultant is aware of the requirements of Phil Martin & Associates, Inc. Page 5 of 27 California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 1600, at seq., ("Prevailing Wage Laws'), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance' projects. If the Services are being performed as part of an applicable "public works' or "maintenance' project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant's principal place of business and at the project site. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 3.4 Accounting Records. 3.4.1 Maintenance and Inspection. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.5 General Provisions. 3.5.1 Termination of Agreement. 3.5.1.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. 3.5.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request. 3.5.1.3 Additional Services. In the event this Agreement is Phil Martin & Associates, Inc. Page 6 of 27 terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: CONSULTANT: Phil Martin & Associates, Inc. 3002 Dow Avenue, Suite 122 Tustin, CA 92780 Attn: Phil Martin CITY: City of Rosemead 8838 Valley Boulevard Rosemead, CA 91770 Attn: Lily Trinh, Planning Division Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.3 Ownership of Materials and Confidentiality. 3.5.3.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 3.5.3.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential Phil Martin & Associates, Inc. Page 7 of 27 by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.5 Attorney's Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recoverfrom the losing party reasonable attorney's fees and all other costs of such action. 3.5.6 Indemnification. Consultant shall defend, indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions or willful misconduct of Consultant, its officials, officers, employees, agents, consultants and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses. Consultant shall defend, at Consultant's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents or volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse City and its directors, officials, officers, employees, agents and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials officers, employees, agents or volunteers. 3.5.7 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties. 3.5.8 Governing Law. This Agreement shall be governed by the laws of the Phil Martin & Associates, Inc. Page 8 of 27 State of California. Venue shall be in Los Angeles County. 3.5.9 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.5.10 City's Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project. 3.5.11 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties. 3.5.12 Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.5.13 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subcontractors of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.5.14 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. - 3.5.15Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.5.16 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.5.17lnvalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5.18 Prohibited Interests. Consultant maintains and warrants that it has not Phil Martin & Associates, Inc. Page 9 of 27 employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicitor secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, anyfee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Consultant further agrees to file, or shall cause its employees or subconsultants to file, a Statement of Economic Interest with the City's Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. _ 3.5.19 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.5.20 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.5.21 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.5.22 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 3.6 Subcontracting. 3.6.1 Prior Approval Required. Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. Phil Martin & Associates, Inc. Page 10 of 27 CITY OF ROSEMEAD By: JeIlre , City Man ger City of Rosemead Attest: IIff � Chia, �lA e Gloria Molleda City Clerk Approved as to Form: achel Richman, City Attorney Burke, Williams & Sorensen, LLP PHIL MARTIN &-ASS-OCIATES, INC. By Name:� �i�Thu Title���Z�-SVOF'ti � [If Corporation, TWO SIGNATURES, President OR Vice President AND Secretary, AND CORPORATE SEAL OF CONTRACTOR REQUIRED] Name:6�A'4?- Title: Phil Martin & Associates, Inc. Page 11 of 27 EXHIBIT "A" SCOPE OF SERVICES Phil Martin & Associates proposes the following work product to prepare the environmental impact report for the project. a. Kick-off Meeting Upon authorization to proceed and signature of a contract, Phil Martin will meet with City staff and the project applicant to discuss the project in detail, develop a schedule to complete the MND and obtain the documents requested in this proposal to begin preparation of the MND. We will also discuss a traffic scope of work with the City's traffic engineer and the traffic consultant to ensure the traffic consultant adequately addresses all City traffic and circulation issues associated with the project. b. Preparation of Mitigated Negative Declaration Immediately afterthe kick-off meeting Phil Martin &Associates will begin preparation of the Mitigated Negative Declaration. Phil Martin & Associates will prepare the MND to comply with the 2013 CEQA Guidelines, as amended. The MND will include the following tasks: Aesthetics The City of Rosemead General Plan does not identify any designated scenic resources on the site and the State does not have any adopted scenic state highways adjacent to or close proximity to the site. Thus, this section will focus on and analyze the potential aesthetic impacts of the project on the land uses adjacent to and surrounding the site. The existing aesthetic characteristics of the site and surrounding land uses will be described, including the residences of the mobile home parks north of the site. Surface level photographs of the site and the surrounding land uses will be provided along with a photo key map to show the aesthetic and visual qualities on the site and the land uses surrounding the site. This section will include an analysis of the potential aesthetic impacts of the project due to the proposed development. Phil Martin & Associates will prepare two photo -simulations of the project. One photo simulation will show the project as seen from Garvey Avenue (south elevation) and a second photo -simulation will show the project as seen from the mobile home park north of the center (north elevation). The photo -simulations will show the site as proposed for development. The level of detail of the photo -simulations will be based on the detail of information provided by the project architect. This section will include building elevations showing the architecture, design, and color scheme of the proposed building as seen from all four sides including Garvey Avenue and the mobile home park residences north of the site. A landscape plan showing the proposed plantings and hardscape materials of the project will be included in the MND. The aesthetic section will compare the architecture, design, and landscape plans to any applicable City design guidelines. Phil Martin & Associates, Inc. Page 12 of 27 A photometric study will be provided by OMB Electrical to determine the potential lighting impacts of the project to adjacent residents north and east of the site. The photometric study will show the lumens on the properties adjacent to the site to determine if project lighting would impact adjacent residents. Site specific lighting information including light manufacturers, light model numbers, light locations, height, lumens, etc. will be requested from the architect in order to provide a meaningful photometric analysis. If potential aesthetic impacts are identified, measures to mitigate potential aesthetic impacts will be recommended in conjunction with recommendations of city staff and the project developer. Air Quality Giroux & Associates will prepare an air quality analysis and greenhouse gas emission calculations as a sub -consultant to Phil Martin & Associates. Phil Martin & Associates will summarize the air quality and greenhouse gas emission reports in the MND and attach the full documents in the appendix. The air quality report will include the following information • Provide an air quality setting based upon SCAQMD monitoring data from the Pico Rivera air monitoring station. • Calculate temporary construction activity emissions (demolition, grading & construction) using procedures identified in the SCAQMD CEQA Air Quality Handbook (1993) and incorporated into the CaIEEMod computer model. • Calculate regional vehicular emissions using the currently recommended CalEEMod computer model. • Evaluate the potential for micro -scale air pollution "hotspot" formation relative to surrounding emissions sources. Discuss project proximity to emissions sources from adjacent commercial uses (laundromats, fast food and sit-down restaurants, etc.). • Analyze possible air quality issues between subterranean parking and on-site residential use. • Discuss project consistency with the South Coast Air Basin Regional Air Quality Management Plan in terms of land use planning consistency. • Identify any potentially applicable mitigation measures, including relevant transportation control measures (TCMs) incorporated into the air basin portion of the California State Implementation Plan (SIP). • Discuss the potential effects on local air quality of cumulative development in the area. • Summarize the air quality findings in a"stand-alone" draft air quality technical report in a setting/impacUmitigation format. The air quality impacts of the project will be divided into the short-term dust generation, local impacts, and long-term regional air pollution increases. Short-term dust and emission generation due to construction activities will be forecasted using the URBEMIS model. If provided by the project applicant, detailed estimates of the potential construction Phil Martin & Associates, Inc. Page 13 of 27 equipment that will be used during project demolition and construction will be referenced to calculate these emissions. Otherwise, conservative estimates of the various required construction activities to determine short-term emissions will be used. The air pollutant emissions generated during project construction will be compared to the SCAQMD Regional and Local Significance Thresholds. Measures to reduce dust generation required by the South Coast Air Quality Management District will be identified. Additionally, measures in the AQMP to control construction activity emissions will be, as applicable, discussed in the air quality report. Long-term operational emissions will be generated by project traffic, combustion of natural gas to heat the building, operation of landscape equipment, and the use of architectural coatings during building maintenance. The air emissions generated by these sources will be assessed and compared to the SCAQMD Regional and Local Significance Thresholds to determine their significance. Mitigation measures will be recommended to reduce significant long-term operational air quality emissions as much as possible to meet adopted thresholds and complywith CEQA. Greenhouse Gas Assessment Giroux and Associates will closely follow the generally accepted analysis methodologies and significance thresholds for greenhouse gas emissions and will apply the most current standards to the project. The greenhouse gas scope of work will include the following: • Describe the existing GHG regulatory environment focused on AB -32 and SB -375 - Summarize the base year GHG emissions inventory for Rosemead and discuss the likely progress in moving forward from that time. • Identify the appropriate thresholds of impact significance that include both the quantity of GHG generated by the project as well as project consistency with sustainable community initiatives. • Quantify GHG emissions associated with transportation, on-site energy consumption, indirect electricity generation emissions, solid waste generation, and water use using the CalEEMod computer model GHG module. • Based upon the relative roles of transportation and non -transportation emissions projections, identify mitigation potential that might reduce the gap between AB -32 goals versus programs that are already in place (CAFE, LCFS, energy efficiency, etc.). • Determine GHG impact significance after application of available mitigation measures. Geology and Soils A preliminary geotechnical report will be provided by the project applicant to Phil Martin & Associates for incorporation into the MND. The geotechnical report will be summarized in the MND and the full geotechnical report included in the appendix. Phil Martin & Associates, Inc. Page 14 of 27 Hazards and Hazardous Materials A Phase I Environmental Site Assessment (ESA) will be provided by the project applicant to Phil Martin & Associates for incorporation into the MND. The Phase I ESA will be summarized in the MND and the full geotechnical report included in the appendix. Mitigation measures, based on the conclusions and recommendations in the Phase I ESA will be incorporated into the MND to reduce potential hazardous impacts to less than significant to comply with CEQA. HydrologyNVater Quality A hydrology report, grading plan and Water Quality Management Plan (WQMP) will be provided by the project applicant to Phil Martin & Associates for incorporation into the MND. The hydrology report and Water Quality Management Plan (WQMP) will be summarized in the MND and the full reports included in the appendix. Mitigation measures, if required, will be incorporated into the MND to reduce potential water quality, grading or storm water impacts to less than significant to comply with CEQA. Land Use The RFP states the project will require the following entitlements: a) General Plan Amendment; b) Zone Change; c) Tentative Tract Map, and (d) a Design Review Application. The Rosemead General Plan land use designation for the site is Mixed Use: Residential/Commercial (60 du/ac) and Medium Density Residential and the Zoning is P -D (Planned Development) and R-2 (Light Multiple Residential). The project will require a General Plan Amendment for a portion of Lot 2 from Medium Density Residential to Mixed - Use High Density Residential/Commercial and Zone change from P -D (Planned Development) to C-3 (Medium Commercial). The land use section will discuss the compatibility of the project with the adjacent surrounding land use. This section will also analyze the potential impacts of the requested entitlements and development standards with the existing surrounding land uses. This section will compare development of the site consistent with the existing development standards based on existing zoning and the Rosemead Municipal Code and compare that development to the proposed development. When required, measures will be recommended to reduce land use impacts to less than significant. Noise Giroux & Associates will prepare a noise assessment for the project as a sub -consultant to Phil Martin & Associates. Phil Martin & Associates will summarize the noise assessment and attach the complete report in the MND appendix. The noise assessment will include the following Phil Martin & Associates, Inc. Page 15 of 27 • Perform limited on-site ambient noise monitoring after consultation with city staff to establish an existing baseline and determine the noise generation from traffic and commercial operations. • Develop a baseline traffic noise exposure profile in terms of the CNEL noise metric using the FHWA Model with the latest California vehicle noise curves (CALVENO) focused on local impacts from Garvey Avenue traffic. • Identify specific sensitive receiver locations where mobile source noise impacts may adversely affect nearby sensitive receivers. • Evaluate stationary noise impacts from temporary on-site construction noise sources. • Discuss possible noise constraints from the commercial use proposed for the site. • Relate project noise impacts to the Noise Element noise/land use compatibility guidelines in the City of Rosemead General Plan Noise Element and other applicable noise exposure regulations. • Develop a noise impact mitigation plan for any predicted noise impacts that exceed target noise exposure limits, including community noise standards relevant to this project as contained in the City of Rosemead Noise Element and Noise Ordinance (Chapter 8.36). The City's noise standards will be summarized and their relevance to the project discussed. • Identify likely structural noise protection that will be needed to meet the building code. • Summarize the findings in a "stand-alone" draft noise report. Mitigation measures to reduce potential noise impacts will be provided as necessary to meet the City's Noise Ordinance and comply with CEQA. Public Services and Utilities This section will evaluate the potential impacts of the project on the various public services and utilities that will serve the project. The public services that will be analyzed include police and fire protection, solid waste collection, water, wastewater, electricity, and natural gas. Service letters will be sent to the public agencies to solicit their comments with regards to impacts by the project on their respective service. Information will be provided that identifies the size and location of the existing services/utilities that serve the site and discuss if the existing facilities are adequate of if upgrades and improvements will be required. For the existing utilities that will need to be upgraded or extended to serve the project the MND will discuss potential impacts to extend or upgrade those utilities. When required to comply with CEQA, mitigation measures will be recommended to reduce potential impacts to less than significant. Transportation/Traffic VA Consulting will prepare a traffic and circulation study for the project as a sub -consultant to Phil Martin & Associates. VA Consulting's traffic scope of work will be reviewed and approved by the City prior to their start of the traffic study to ensure the traffic study addresses all of the city's traffic and circulation concerns. Phil Martin & Associates, Inc. Page 16 of 27 The Project Traffic Impact Analysis (TIA) will be prepared in accordance with applicable City and/or County guidelines. VA will conduct research with the appropriate agencies to identify future planned roadway improvements, if any, within the project study area. VA will obtain recently completed traffic impact studies and information on other projects located in vicinity of the proposed project, as applicable including the Garvey/Del Mar Plaza and Garvey 168 Plaza projects. VA will also inventory the existing intersection geometrics and controls, the number of through travel lanes on roadways, presence and types of medians, pedestrian, bicycle, parking and transit facilities, and existing land uses within the project vicinity. The project traffic generation will be based on the latest site plan and estimated using the applicable trip generation rates in the Trip Generation, 9th Edition, published by the Institute of Transportation Engineers (ITE), or other appropriate sources. The project trip distribution will be based in accordance with the local and regional roadway/freeway network characteristics. The project is estimated to generate approximately 4,552 weekday vehicle trips with 89 inbound and 54 outbound trips during the AM peak hour and 211 inbound and 207 outbound trips during the PM peak hour. Atypical threshold for an off-site intersection to be included in a traffic study is a location that receives a minimum of 50 peak hour project trips. Therefore, based on the preliminary trip generation and a reasonable trip distribution, the following intersections are proposed to be studied for the traffic analysis: 1. N. Orange Avenue at Emerson Place (4 -way stop); 2. S. Orange Avenue at Garvey Avenue (signalized); 3. New Avenue at Hellman Avenue (signalized); 4. New Avenue at Emerson Place (signalized); 5. New Avenue at Garvey Avenue (signalized); 6. New Avenue at Newmark Avenue (signalized); 7. Jackson Avenue at Hellman Avenue (signalized), 8. Jackson Avenue at Emerson Place (4 -way stop); 9. Jackson Avenue at Garvey Avenue (signalized); 10. Del Mar Avenue at Hellman Avenue (signalized); 11. Del Mar Avenue at Emerson Place (signalized), 12. Del Mar Avenue at Garvey Avenue (signalized); 13. Del Mar Avenue at Highcliff Street (signalized); 14. Brighton Street at Garvey Avenue (1 -way stop); and 15. Kelburn Avenue at Garvey Avenue (signalized). Traffic Volume Data Collection VA will collect existing weekdaytraffic data for study area intersections 1 through 8. Eight (8) weekday AM/PM peak hour turning movement counts will be conducted at the off-site study intersections 1 through 8 identified above. Data for intersections 9 through 15 are included in the traffic study that VA is currently preparing for the Garvey/Del Mar Plaza project. Therefore, intersections 9-15 will not have to be counted at this time. Weekday 24-hour volume counts will be conducted at up to eight (8) roadway segment Phil Martin & Associates, Inc. Page 17 of 27 locations between study area intersections 1 through 8. No weekend traffic data counts are included as part of this analysis. VA has the necessary counts for intersections 9-15. Traffic Projections Once the existing volume data is collected, a growth factor will be applied to the existing traffic volumes to consider the ambient traffic growth to the future baseline year. The baseline year will be the project completion year. In addition to ambient growth, baseline volumes will include traffic generated by the cumulative projects in the area, including the Garvey/Del Mar Plaza and Garvey 168 Plaza projects. The projecttraffic generation will be estimated using trip generation rates identified in Trip Generation, 9th Edition, published by the Institute of Transportation Engineers (ITE), or other appropriate source. It is assumed the project will be developed in a single phase. Level of Service Analysis VA will use the Intersection Capacity Utilization (ICU) method in accordance with City/County guidelines and parameters to determine intersection level of service (LOS) at the study area intersections. The target level of service will be confirmed by the City. Roadway level of service will be based on volume -to -capacity (V/C) analysis. The Level of Service analysis will be performed for the following six (6) scenarios for the study are intersections: - • Existing volumes; • Existing volumes plus Project, • Existing volumes plus Project with mitigation (if necessary); • Baseline (Project Year) volumes; • Baseline plus Project (Project Year) volumes; and • Baseline plus Project (Project Year) volumes with mitigation (if necessary). If necessary, for project mitigation scenarios, capacity enhancements will be identified and analyzed in terms of feasibility and cost to maintain the required level of service. Additional Specific Analyses The traffic study will also include additional analyses such as geometric configuration/striping alternatives, signal warrant analysis, queuing analysis, sight distance analysis, on-site circulation, parking and parking code compliance, and emergency vehicle access. Based on review of existing raised and striped median improvements along Garvey Avenue and the project access driveway locations as depicted on the site plan, modifications to the existing median configurations may be required. VA will confirm project access requirements and make recommendations for the local circulation network, including median configurations, as appropriate. Report Preparation - VA will prepare a summary report including all tables, figures, and text as required to Phil Martin & Associates, Inc. Page 18 of 27 document the study methodologies, conclusions, and recommendations. The report will include all LOS, volume -to -capacity, traffic data, and all other appropriate back-up calculations in the appendix. For the purpose of this proposal, a total of two study reviews and a total of 8 hours of staff time have been budgeted to incorporate staffs comments into the final traffic report, which will be incorporated into the MND. Measures to mitigated project traffic and circulation impacts will be recommended when required to meet city level of service requirements and CEQA. Cumulative Impacts Per CEQA Guidelines Section 15355 this section will provide a discussion of the potential environmental effects that could occur with development of the project in conjunction with other planned and entitled projects in the area, including the compounding of cumulative project impacts. Cumulative project information will be obtained from City staff and include projects that have been entitled but not constructed, projects that are not entitled, but in the planning process, and reasonably foreseeable future projects. The cities adjacent to Rosemead will be contacted to identify any projects within their jurisdiction that should be included in the cumulative impact analysis. A map will be prepared to show the location of the cumulative projects. When required by CEQA, mitigation measures will be recommended to mitigate any cumulative project impacts. References, Persons and Agencies Contacted and MND Preparation This section will list all reference documents used to prepare the MND and all persons, agencies and individuals contacted during preparation of the MND. Appendices The MND appendix will include all technical reports b. Screen Check MND Once the MND is completed five (5) hard copies and one (1) compact disc ofthe Mitigated Negative Declaration will be submitted to city staff for its review and comment. Staffs comments and changes will be incorporated into the MND and five (5) second screen check hard copies and one (1) compact disc will be submitted for a second review to the city. Staffs final screen check comments will be incorporated and the Mitigated Negative Declaration prepared for printing. c. Print and Mail MND Phil Martin & Associates will print and mail fifteen (15) hard copies and/or compact disks of the MND for public circulation and use by the City, including the surrounding cities, the Los Angeles County Planning Department and any other agencies or private entities requesting the MND. A master hard copy and a compact disk of the MND will be provided to the city for its use. Phil Martin & Associates, Inc. Page 19 of 27 d. Prepare Notice of Intent to Adopt a Mitigated Negative Declaration Phil Martin & Associates will prepare a Notice of Intent to Adopt a MND (NO1). Once reviewed and approved by the City, a copy will be mailed to all responsible agencies and interested persons along with a copy of the MND on compact disc. Phil Martin & Associates will also file the NOI with the Los Angeles County Clerk to startthe 20 -day MND public review period. e. Respond to Comments Phil Martin & Associates, Inc. will prepare written responses to all comments received to the MND. For the purpose of this proposal Phil Martin & Associates has allocated six (6) hours to respond to comments, which includes time for Phil Martin & Associates and its sub -consultants. Additional time for Phil Martin & Associates and/or sub -consultants to respond to comments beyond six hours will be billed on a time and materials basis. Five (5) hard copies and one (1) compact disc of the Response to Comments will be submitted to the city for its review and comment. The city's changes will be incorporated and copies of the Response to Comments will be printed. Phil Martin & Associates will mail the Response to Comments to the agencies and individualsthat submitted comments at least ten days prior to the scheduled hearing to adopt the MND. Phil Martin & Associates will print and mail up to ten (10) copies of the Response to Comments. f. Attend Public Hearings Phil Martin & Associates has budgeted to attend one (1) Planning Commission and one (1) City Council hearing. Attendance at additional public hearings will be billed on time and material basis. g. File Notice of Determination and Pay Fish and Wildlife Fee Phil Martin & Associates will prepare the Notice of Determination (NOD) as required by Section 15094 of the CEQA Guidelines. The day after the MND is adopted and the project is approved Phil Martin & Associates will file the Notice of Determination with the Los Angeles County Clerk. A California Department of Fish and Wildlife fee will have to be paid atthe time the NOD is fled with the Los Angeles County Clerk, The City or project applicant shall provide Phil Martin & Associates a check for the appropriate Fish and Wildlife fee. Once the NOD is fled with the Los Angeles County Clerk, Phil Martin & Associates will provide the original Fish and Wildlife Fee receipt and a copy of the filed NOD to the city for its records. There is a 30 -day statute of limitation period the public has to file legal challenges to the adoption of the MND once the Notice of Determination is filed with the Los Angeles County Phil Martin & Associates, Inc. Page 20 of 27 Clerk. If no legal challenges to the adequacy of the MND are fled within this 30 -day period the adoption is final. In. Mitigation Monitoring Plan Phil Martin & Associates will prepare a Mitigation Monitoring Plan (MMP) as required by Public Resources Code Section 21081.6 for all measures that are recommended to mitigate significant impacts. The Mitigation Monitoring Plan will list all mitigation measures presented in the MND and identify the City department that will be responsible to monitor and implement each mitigation measure. Once the MMP is completed, two (2) hard copies will be submitted to city staff for its review. Staffs comments will be incorporated and five (5) hard copies submitted to the city for its use. Phil Martin & Associates, Inc. Page 21 of 27 EXHIBIT "B" SCHEDULE OF SERVICES The schedule and milestones for the preparation of a Mitigated Negative Declaration are presented below. The schedule is based on an anticipated "start date' of December 10, 2013. 1) Start Date - kick-off meeting — December 12, 2013 2) Submit Screen Check Initial Study/Mitigated Negative Declaration to City—February 4, 2014 3) Receive staff comments to Initial Study/Mitigated Negative Declaration — February 25, 2014 4) Mail Initial Study/Mitigated Negative Declaration— March 5, 2014 5) Initial Study/Mitigated Negative Declaration public review period — March 6, 2014— March 25, 2014 6) Submit screen check Initial Study/Mitigated Negative Declaration (Response to Comments) to City — March 31, 2014 7) Receive staff comments to screen check Initial Study/Mitigated Negative Declaration (Response to Comments) — April 7, 2014 8) Mail Initial Study/Mitigated Negative Declaration Response to Comments and submit final Initial Study/Mitigated Negative Declaration to city staff for its use —April 14,2014 9) Planning Commission/City Council hearings —April/May 2014 10)File Notice of Determination with County Clerk — May 2014 Phil Martin & Associates, Inc. Page 22 of 27 EXHIBIT "C" COMPENSATION Mitigated Negative Declaration Budget MND Cost Breakdown =Kick-offMeeting — Phil Martin $150 LL $450 Initial Study/MND Prepare Initial Study/MND — Phil Martin $150 $22,500 Traffic — VA Consultin $16,40,0 Photometric — OMB Electrical 1 $3,100 Air Quality/Greenhouse Gas Report/Noise — Giroux & Associates $4,400 Artistic Engineering — photo rendering _ $3,500 Direct— printing, mailing, CDs $400 Final MND Res onse to Comments $150 $900 Mitigation Monitoring and Re ortin Pro ram $150 $600 File CEQA notices $300 Meetings — 2 staff meetings — Phil Martin $150 $600 Public Hearings— 1 Planning Commission and 1 City Council — Phil Martin $150 $900 Total $54,050 'fixed fee contract Phil Martin & Associates, Inc. Page 23 of 27 EXHIBIT "D" INSURANCE REQUIREMENTS Prior to the beginning of and throughout the duration of the Work, Consultant will maintain insurance in conformance with the requirements set forth below. Consultant will use existing coverage to comply with these requirements. If that existing coverage does not meet the requirements set forth here, Consultant agrees to amend, supplement or endorse the existing coverage to do so. Consultant acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required. Any insurance proceeds available to City in excess of the limits and coverage required in this agreement and which is applicable to a given loss, will be available to City. Consultant shall provide the following types and amounts of insurance: Commercial General Liability Insurance using Insurance Services Office "Commercial General Liability" policy form CG 00 01 or the exact equivalent. Defense costs must be paid in addition to limits. There shall be no cross liability exclusion for claims or suits by one insured against another. Limits are subject to review but in no event less than $1,000,000 per occurrence. Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including symbol 1 (Any Auto) or the exact equivalent. Limits are subject to review, but in no event to be less that $1,000,000 per accident. If Consultant owns no vehicles, this requirement may be satisfied by a non -owned auto endorsement to the general liability policy described above. If Consultant or Consultant's employees will use personal autos in anyway on this project, Consultant shall provide evidence of personal auto liability coverage for each such person. Workers Compensation on a state -approved policy form providing statutory benefits as required by law with employer's liability limits no less than $1,000,000 per accident or disease. Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit requirements, shall provide coverage at least as broad as specified for the underlying coverages. Any such coverage provided under an umbrella liability policy shall include a drop down provision providing primary coverage above a maximum $25,000 self-insured retention for liability not covered by primary but covered by the umbrella. Coverage shall be provided on a "pay on behalfbasis, with defense costs payable in addition to policy limits. Policy shall contain a provision obligating insurer at the time insured's liability is determined, not requiring actual payment by the insured first. There shall be no cross liability exclusion precluding coverage for claims or suits by one insured against another. Coverage shall be applicable to City for injury to employees of Consultant, subconsultants or others involved in the Work. The scope of coverage provided is subjectto approval of Cityfollowing receipt of proof of insurance as required herein. Limits are subject to review but in no event less than $1,000,000 per occurrence. Professional Liability or Errors and Omissions Insurance as appropriate shall be written on Phil Martin & Associates, Inc. Page 24 of 27 a policy form coverage specifically designed to protect against acts, errors or omissions of the consultant and "Covered Professional Services' as designated in the policy must specifically include work performed under this agreement. The policy limit shall be no less than $1,000,000 per claim and in the aggregate. The policy must "pay on behalf of the insured and must include a provision establishing the insurer's duty to defend. The policy retroactive date shall be on or before the effective date of this agreement. Insurance procured pursuant to these requirements shall be written by insurers that are admitted carriers in the state of California and with an A.M. Bests rating of A- orbetterand a minimum financial size VII. General conditions pertaining to provision of insurance coverage by Consultant. Consultant and City agree to the following with respect to insurance provided by Consultant: 1. Consultant agrees to have its insurer endorse the third party general liability coverage required herein to include as additional insureds City, its officials, employees and agents, using standard ISO endorsement No. CG 2010 with an edition prior to 1992. Consultant also agrees to require all contractors, and subcontractors to do likewise. 2. No liability insurance coverage provided to complywith this Agreement shall prohibit Consultant, or Consultant's employees; or agents, from waiving the right of subrogation prior to a loss. Consultant agrees to waive subrogation rights against City regardless of the applicability of any insurance proceeds, and to require all contractors and subcontractors to do likewise. 3. All insurance coverage and limits provided by Contractor and available orapplicable to this agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations limits the application of such insurance coverage. 4. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. 5. No liability policy shall contain any provision or definition that would serve to eliminate so-called "third party action over" claims, including any exclusion for bodily injury to an employee of the insured or of any contractor or subcontractor. 6. All coverage types and limits required are subject to approval, modification and additional requirements by the City, as the need arises. Consultant shall not make any reductions in scope of coverage (e.g. elimination of contractual liability or reduction of discovery period) that may affect City's protection without City's prior written consent. 7. Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all of the coverages required and an additional insured endorsement to Consultant's general liability policy, shall be delivered to City at or Phil Martin & Associates, Inc. Page 25 of 27 priorto the execution of this Agreement. In the event such proof of any insurance is not delivered as required, or in the event such insurance is canceled at any time and no replacement coverage is provided, City has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests under this or any other agreement and to pay the premium. Any premium so paid by City shall be charged to and promptly paid by Consultant ordeducted from sums due Consultant, at City option. 8. Certificate(s) are to reflect that the insurer will provide 30 days notice to City of any cancellation of coverage. Consultant agrees to require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, or that any party will "endeavor" (as opposed to being required) to comply with the requirements of the certificate. 9. It is acknowledged by the parties of this agreement that all insurance coverage required to be provided by Consultant or any subcontractor, is intended to applyfirst and on a primary, noncontributing basis in relation to any other insurance or self insurance available to City. 10. Consultant agrees to ensure that subcontractors, and any other party involved with the project who is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with subcontractors and others engaged in the project will be submitted to City for review. 11. Consultant agrees not to self -insure or to use any self-insured retentions or deductibles on any portion of the insurance required herein and further agrees that it will not allow any contractor, subcontractor, Architect, Engineer or other entity or person in any way involved in the performance of work on the project contemplated by this agreement to self -insure its obligations to City. If Consultant's existing coverage includes a deductible or self-insured retention, the deductible or self- insured retention must be declared to the City. At that time the City shall review options with the Consultant, which may include reduction or elimination of the deductible or self nsured retention, substitution of other coverage, or other solutions. 12. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City will negotiate additional compensation proportional to the increased benefit to City. 13. For purposes of applying insurance coverage only, this Agreement will be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance of or towards performance of this Agreement. Phil Martin & Associates, Inc. Page 26 of 27 14. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non-compliance with any insurance requirement in no way imposes any additional obligations on City nor does it waive any rights hereunder in this or any other regard. 15. Consultant will renew the required coverage annually as long as City, or its employees or agents face an exposure from operations of any type pursuant to this agreement. This obligation applies whether or not the agreement is canceled or terminated for any reason. Termination of this obligation is not effective until City executes a written statement to that effect. 16. Consultant shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A coverage binder or letter from Consultant's insurance agent to this effect is acceptable. A certificate of insurance and/or additional insured endorsement as required in these specifications applicable to the renewing or new coverage must be provided to City within five days of the expiration of the coverages. 17.The provisions of any workers' compensation or similar act will not limit the obligations of Consultant under this agreement. Consultant expressly agrees notto use any statutory immunity defenses under such laws with respect to City, its employees, officials and agents. 18. Requirements of specific coverage features or limits contained in this section are not intended as limitations on coverage, limits or other requirements nor as awaiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all-inclusive. 19.These insurance requirements are intended to be separate and distinct from any other provision in this agreement and are intended by the parties here to be interpreted as such. 20.The requirements in this Section supersede all other sections and provisions of this Agreement to the extentthat any other section or provision conflicts with or impairs the provisions of this Section. 21. Consultant agrees to be responsible for ensuring that no contract used by any parry involved in anyway with the project reserves the right to charge City or Consultant for the cost of additional insurance coverage required by this agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cast of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto. - Consultant agrees to provide immediate notice to City of any claim or loss against Phil Martin & Associates, Inc. Page 27 of 27 Consultant arising out of the work performed under this agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. PHILMAR-01 KIRBR1 acorro CERTIFICATE OF LIABILITY INSURANCE �i °[177 °•31192014 3ns/2o14 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(Sk AUTHORIZED REPRESENTATIVE OR PRODUCER AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policylies) must be endorsed. N 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 endonemangs). PRooucea License If 0564249 Heffernan Insurance Brokers e Hutton Centra Drive, Suite 500 Santa Ana, CA 92]0] RECEIVED CrfY OF ROSEMEAD CONTACT PHONE FAx AIA Ne En:1 (7141 361-]]00 25215 ADDRF-MAESS: INSUBJERNIHAREORDING COVERAGE N.C._ _ WSUNENA-Hanover Insurance Company 22292 INSURED MAR 192014 INSURER 9: Continental Casualty Company 20443 A X COMMERCIAL GENERAL EADIUTY Phil Martin & Associates 'NSPRU' C: INSURER o 3002 DOW Ave., She 122 Tustin, CA 92780 CrrY CLERK'S OFFICE INSURERS: INSURm F BY: .'Ce OEaTIFILATF NHMRFR' REVISION NUMBER: 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 CONTRACTOR OTHER DOCUMENT NTH 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. ATTN: ERIC" HERNANDEZ WAR FF POLICYE%P TYPE OF INSURANCE PoLOYNUMBER MMODPHO` LT NMAWYYYY LIMITS ROSEMEAD. CA 91770 I GENERAL LIABILITY EACH OCCURRENCE $ 1,000,60 OH391OU0542 81112013 6/112014 A X COMMERCIAL GENERAL EADIUTY EREMISss Ea ow,rence s .1,000,00 ewlMs-MAGE KOCCUR NED EXE;a,Y ore Penonl $ 5,00 SRACHEL S ADV INJURY E 1,000,00 GE NERAL AGGREGATE $ 2,000.00 GEN' L AGGREGATE LIMIT APPLIES PER. PRODUCTS - COMPIOP AEG 1 2,000,00 POLICY X'I PRd LOT S LE 1,000,00 AUTOMOBILE WBILIA IOOMBIaEODIN S OH391OWS-02 61112013 11 BODILY INJURY EP,, p.... s A ANY AUTO eViOS NEO InuTosJLED POOILr wJuav(a¢r xNUIRH) E X NOROWNEO ve°xwean OAMPGE $ X HIREGAuros AUTOS $ UMBRELLA LAB OCCUR EACH OCCURRENCE E EXCESS LAIDCLAIMS -MADE' AGGREGATE S DED RETENTIONS S WONGOIBOMPENSATON WC STATLL OTHH AND EMPLOYERS LIABILITY YIN ORY LIMIT _ [R,._. ANYPRO IETE ECIJ-111 EL EACH ACCID"cNT S EXCLVORX .A CER.NIA In NHS DIBEAEE�EA E NELOYEE E DESCRIPTION OF OPERATIONS UG" E-PoLICv uMrt B PROFESSIONAL EEH288383079 9/5120129IW2015 PER CLAIM 1,000,00 g LIABILITY EEH288383079 9/512012 915@015 AGGREGATE 2,000,00 OE ninon aEV h BUT OTLInITEDT ROSE PMEN PROJECTS AS ON FILE WITH THE INSURED INCLUDING BUT NOT LIMITED TO ROSEMEAD DEVELOPMENT COMPLEX. PROJECTSONNTHINSURIEDI INCLUDING CERTIFICATE HOLDER CANCELLATION p 1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010105) The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN CITY OF ROSEMEAD ACCORDANCE WITH THE POLICY PROVISIONS. ATTN: ERIC" HERNANDEZ P.O. BOX 99 AUTNORaED REPRESENTATIVE ROSEMEAD. CA 91770 p 1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010105) The ACORD name and logo are registered marks of ACORD 200 CITY OF ROSEMEAD PROFESSIONAL SERVICES AGREEMENT PARTIES AND DATE. This Agreement is made and entered into this 10" day of December, 2013 by and between the City of Rosemead, a municipal organization organized under the laws of the State of California with its principal place of business at 8838 E. Valley Boulevard, Rosemead, California 91770 ("City") and Phil Martin &Associates, Inc., a corporation with its principal place of business at 3002 Dow Avenue, Suite 122, Tustin, California 92780 ("Consultant'). City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties." 2. RECITALS. 2.1 Consultant. Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing professional enviormental services to public clients, is licensed in the State of California, and is familiar with the plans of City. 2.2 Project. City desires to engage Consultant to render professional land use and environmental consulting services for the proposed mixed use project known as ('Project') and referred to as the New Garvey Market Plaza as set forth in this Agreement. 3. TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project ("Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 3.1.2 Term. The term of this Agreement shall be from December 10, 2013 to June 30, 2014, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. Phil Martin & Associates, Inc. Page 2 of 27 3.2 Responsibilities of Consultant. 3.2.1 Control and Payment of Subordinates, Independent Contractor. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3.2.2 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit "B" attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City. 3.2.4 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the City. The key personnel for performance of this Agreement are as follows: Phil Martin (President). 3.2.5 City's Representative. The City hereby designates City Planner or her designee, to act as its representative for the performance of this Agreement ("City's Representative"). City's Representative shall have the power to act on behalf of the City for all purposes under this Contract. Consultant shall not accept direction or orders from any person other than the City's Representative or his or her designee. Phil Martin & Associates, Inc. Page 3 of 27 3.2.6 Consultant's Representative. Consultant hereby designates Phil Martin or his designee, to act as its representative for the performance of this Agreement ("Consultant's Representative'). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and directthe Services, using his/her best skill and attention, and shall be responsible forall means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.2.7 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times. 3.2.8 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. Any employee of the Consultant or its sub -consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project. 3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs anywork knowing it to be contraryto such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuanttothe indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. Phil Martin & Associates, Inc. Page 4 of 27 3.2.10 Insurance. 3.2.10.1 Time for Compliance. Consultant shall maintain prior to the beginning of and for the direction of this Agreement insurance coverage as specified in Exhibit "D" attached to and part of this agreement. 3.2.11 Safety. Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Contractor shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries, and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.3 Fees and Payments. 3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered underthisAgreement at the rates set forth in Exhibit "C' attached hereto and incorporated herein by reference. The total compensation shall not exceed fifty-four thousand, three hundred dollars ($59,455) without advance written approval of the City. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner setforth in this Agreement. 3.3.2 Payment of Compensation. Consultant shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. 3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City. 3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from City's Representative. 3.3.5 Prevailing Wages. Consultant is aware of the requirements of Phil Martin & Associates, Inc. Page 5 of 27 California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title S, Section 1600, at seq., ("Prevailing Wage Laws), which require the payment of prevailing wage rates and the performance of other requirements on "public works' and "maintenance' projects. If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing -rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant's principal place of business and at the project site. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 3.4 Accounting Records. 3.4.1 Maintenance and Inspection. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred underthis Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.5 General Provisions. 3.5.1 Termination of Agreement. 3.5.1.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. 3.5.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request. 3.5.1.3 Additional Services. In the event this Agreement is Phil Martin & Associates, Inc. Page 6 of 27 terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: CONSULTANT: Phil Martin & Associates, Inc. 3002 Dow Avenue, Suite 122 Tustin, CA 92780 Attn: Phil Martin CITY: City of Rosemead 8838 Valley Boulevard Rosemead, CA 91770 Attn: Lily Trinh, Planning Division Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.3 Ownership of Materials and Confidentiality. 3.5.3.1 Documents & Data, Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 3.5.3.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential Phil Martin & Associates, Inc. Page 7 of 27 by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Norshallsuch materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.5 Attorney's Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recoverfrom the losing party reasonable attorney's fees and all other costs of such action. 3.5.6 Indemnification. Consultant shall defend, indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions or willful misconduct of Consultant, its officials, officers, employees, agents, consultants and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses. Consultant shall defend, at Consultant's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents or volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against City or Its directors, officials, officers, employees, agents orvolunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse City and its directors, officials, officers, employees, agents and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials officers, employees, agents or volunteers. 3.5.7 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties. 3.5.8 Governing Law. This Agreement shall be governed by the laws of the Phil Martin & Associates, Inc. Page 8 of 27 State of California. Venue shall be in Los Angeles County. 3.5.9 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.5.10 City's Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project. 3.5.11 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties. 3.5.12 Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.5.13 Construction; References; Captions. Sincethe Parties ortheiragents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subcontractors of Consultant, exceptas otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.5.14 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.15Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.5.16 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.5.17 Invalidity: Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5.18 Prohibited Interests. Consultant maintains and warrants that it has not Phil Martin & Associates, Inc. Page 9 of 27 employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicitor secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, anyfee, commission, percentage, brokeragefee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Consultant further agrees to file, or shall cause its employees or subconsultants to file, a Statement of Economic Interest with the City's Filing Officer as required understate law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.5.19 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.5.20 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.5.21 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.5.22 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 3.6 Subcontracting. 3.6.1 Prior Approval Required. Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. Phil Martin & Associates, Inc. Page 10 of 27 CITY OF ROSEMEAD By: JeJim , City Man ger City of Rosemead Attest: II C Gloria Molleda City Clerk Approved as to Form: I ache) Richman, City Attorney Burke, Williams & Sorensen, LLP PHIL MARTIN & ASSOCIATES, INC. By: Name: Title: [If Corporation, TWO SIGNATURES, President OR Vice President AND Secretary, AND CORPORATE SEAL OF CONTRACTOR REQUIRED],(, By: Name:�Ai,2 Title: Phil Martin & Associates, Inc. Page 11 of 27 EXHIBIT "A" SCOPE OF SERVICES Phil Martin & Associates proposes the following work productto prepare the environmental impact report for the project. a. Kick-off Meeting Upon authorization to proceed and signature of a contract, Phil Martin will meet with City staff and the project applicant to discuss the project in detail, develop a schedule to complete the MND and obtain the documents requested in this proposal to begin preparation of the MND. We will also discuss a traffic scope of work with the City's traffic engineer and the traffic consultant to ensure the traffic consultant adequately addresses all City traffic and circulation issues associated with the project. b. Preparation of Mitigated Negative Declaration Immediately after the kick-off meeting Phil Martin & Associates will begin preparation of the Mitigated Negative Declaration. Phil Martin & Associates will prepare the MND to comply with the 2013 CEQA Guidelines, as amended. The MND will include the following tasks: Aesthetics The City of Rosemead General Plan does not identify any designated scenic resources on the site and the State does not have any adopted scenic state highways adjacent to or close proximity to the site. Thus, this section will focus on and analyze the potential aesthetic impacts of the project on the land uses adjacent to and surrounding the site. The existing aesthetic characteristics of the site and surrounding land uses will be described, including the residences of the mobile home parks north of the site. Surface level photographs of the site and the surrounding land uses will be provided along with a photo key map to show the aesthetic and visual qualities on the site and the land uses surrounding the site. This section will include an analysis of the potential aesthetic impacts of the project due to the proposed development. Phil Martin & Associates will prepare two photo -simulations of the project. One photo simulation will show the project as seen from Garvey Avenue (south elevation) and a second photo -simulation will show the project as seen from the mobile home park north of the center (north elevation). The photo -simulations will show the site as proposed for development. The level of detail of the photo -simulations will be based on the detail of information provided by the project architect. This section will include building elevations showing the architecture, design, and color scheme of the proposed building as seen from all four sides including Garvey Avenue and the mobile home park residences north of the site. A landscape plan showing the proposed plantings and hardscape materials of the project will be included in the MND. The aesthetic section will compare the architecture, design, and landscape plans to any applicable City design guidelines. Phil Martin & Associates, Inc. Page 12 of 27 A photometric study will be provided by OMB Electrical to determine the potential lighting impacts of the project to adjacent residents north and east of the site. The photometric study will show the lumens on the properties adjacent to the site to determine if project lighting would impact adjacent residents. Site specific lighting information including light manufacturers, light model numbers, light locations, height, lumens, etc. will be requested from the architect in order to provide a meaningful photometric analysis. If potential aesthetic impacts are identified, measures to mitigate potential aesthetic impacts will be recommended in conjunction with recommendations of city staff and the project developer. Air Quality Giroux & Associates will prepare an air quality analysis and greenhouse gas emission calculations as a sub -consultant to Phil Martin & Associates. Phil Martin & Associates will summarize the air quality and greenhouse gas emission reports in the MND and attach the full documents in the appendix. The air quality report will include the following information: • Provide an air quality setting based upon SCAQMD monitoring data from the Pico Rivera air monitoring station. • Calculate temporary construction activity emissions (demolition, grading & construction) using procedures identified in the SCAQMD CEQA Air Quality Handbook (1993) and incorporated into the CaIEEMod computer model. • Calculate regional vehicular emissions using the currently recommended CalEEMod computer model. • Evaluate the potential for micro -scale air pollution 'hotspot" formation relative to surrounding emissions sources. Discuss project proximity to emissions sources from adjacent commercial uses (laundromats, fast food and sit-down restaurants, etc.). • Analyze possible air quality issues between subterranean parking and on-site residential use. • Discuss project consistency with the South Coast Air Basin Regional Air Quality Management Plan in terms of land use planning consistency. • Identify any potentially applicable mitigation measures, including relevant transportation control measures (TCMs) incorporated into the airbasin portion of the California State Implementation Plan (SIP). • Discuss the potential effects on local air quality of cumulative development in the area. • Summarize the air quality findings in a"stand-alone" draft air quality technical report in a setting/impact/mitigation format. The air quality impacts of the project will be divided into the short-term dust generation, local impacts, and long-term regional air pollution increases. Short-term dust and emission generation due to construction activities will be forecasted using the URBEMIS model. If provided by the project applicant, detailed estimates of the potential construction Phil Martin & Associates, Inc. Page 13 of 27 equipmentthat will be used during project demolition and construction will be referenced to calculate these emissions. Otherwise, conservative estimates of the various required construction activities to determine short-term emissions will be used. The air pollutant emissions generated during project construction will be compared to the SCAQMD Regional and Local Significance Thresholds. Measures to reduce dust generation required by the South Coast Air Quality Management District will be identified. Additionally, measures in the AQMP to control construction activity emissions will be, as applicable, discussed in the air quality report. Long-term operational emissions will be generated by project traffic, combustion of natural gas to heat the building, operation of landscape equipment, and the use of architectural coatings during building maintenance. The air emissions generated by these sources will be assessed and compared to the SCAQMD Regional and Local Significance Thresholds to determine their significance. Mitigation measures will be recommended to reduce significant long-term operational air quality emissions as much as possible to meet adopted thresholds and complywith CEQA. Greenhouse Gas Assessment Giroux and Associates will closely follow the generally accepted analysis methodologies and significance thresholds for greenhouse gas emissions and will apply the most current standards to the project. The greenhouse gas scope of work will include the following: • Describe the existing GHG regulatory environment focused on AB -32 and SB -375. Summarize the base year GHG emissions inventory for Rosemead and discuss the likely progress in moving forward from that time. • Identify the appropriate thresholds of impact significance that include both the quantity of GHG generated by the project as well as project consistency with sustainable community initiatives. • Quantify GHG emissions associated with transportation, on-site energy consumption, indirect electricity generation emissions, solid waste generation, and water use using the CaIEEMod computer model GHG module. • Based upon the relative roles of transportation and non -transportation emissions projections, identify mitigation potential that might reduce the gap between AB -32 goals versus programs that are already in place (CAFE, LCFS, energy efficiency, etc.). • Determine GHG impact significance after application of available mitigation measures. Geology and Soils A preliminary geotechnical report will be provided by the project applicant to Phil Martin & Associates for incorporation into the MND. The geotechnical report will be summarized in the MND and the full geotechnical report included in the appendix. Phil Martin & Associates, Inc. Page 14 of 27 Hazards and Hazardous Materials A Phase I Environmental Site Assessment (ESA) will be provided by the project applicant to Phil Martin & Associates for incorporation into the MND. The Phase I ESA will be summarized in the MND and the full geotechnical report included in the appendix. Mitigation measures, based on the conclusions and recommendations in the Phase I ESA will be incorporated into the MND to reduce potential hazardous impacts to less than significant to comply with CEQA. HydrologylWater Quality A hydrology report, grading plan and Water Quality Management Plan (WQMP) will be provided by the project applicant to Phil Martin & Associates for incorporation into the MND. The hydrology report and Water Quality Management Plan (WQMP) will be summarized in the MND and the full reports included in the appendix. Mitigation measures, if required, will be incorporated into the MND to reduce potential water quality, grading or storm water impacts to less than significant to comply with CEQA. Land Use The RFP states the project will require the following entitlements: a) General Plan Amendment; b) Zone Change; c) Tentative Tract Map; and (d) a Design Review Application. The Rosemead General Plan land use designation for the site is Mixed Use: Residential/Commercial (60 du/ac) and Medium Density Residential and the Zoning is P -D (Planned Development) and R-2 (Light Multiple Residential). The project will require a General Plan Amendment for a portion of Lot 2 from Medium Density Residential to Mixed - Use High Density Residential/Commercial and Zone change from P -D (Planned Development) to C-3 (Medium Commercial). The land use section will discuss the compatibility of the project with the adjacent surrounding land use. This section will also analyze the potential impacts of the requested entitlements and development standards with the existing surrounding land uses. This section will compare development of the site consistent with the existing development standards based on existing zoning and the Rosemead Municipal Code and compare that development to the proposed development. When required, measures will be recommended to reduce land use impacts to less than significant. Noise Giroux &Associates will prepare a noise assessment for the project as a sub -consultant to Phil Martin & Associates. Phil Martin & Associates will summarize the noise assessment and attach the complete report in the MND appendix. The noise assessment will include the following Phil Martin & Associates, Inc. Page 15 of 27 • Perform limited on-site ambient noise monitoring after consultation with city staff to establish an existing baseline and determine the noise generation from traffic and commercial operations. • Develop a baseline traffic noise exposure profile in terms of the CNEL noise metric using the FHWA Model with the latest California vehicle noise curves (CALVENO) focused on local impacts from Garvey Avenue traffic. • Identify specific sensitive receiver locations where mobile source noise impacts may adversely affect nearby sensitive receivers. • Evaluate stationary noise impacts from temporary on-site construction noise sources. • Discuss possible noise constraints from the commercial use proposed for the site. • Relate project noise impacts to the Noise Element noise/land use compatibility guidelines in the City of Rosemead General Plan Noise Element and other applicable noise exposure regulations. • Develop a noise impact mitigation plan for any predicted noise impacts that exceed target noise exposure limits, including community noise standards relevant to this project as contained in the City of Rosemead Noise Element and Noise Ordinance (Chapter 8.36). The City's noise standards will be summarized and their relevance to the project discussed. • Identify likely structural noise protection that will be needed to meet the building code. • Summarize the findings in a "stand-alone" draft noise report. Mitigation measures to reduce potential noise impacts will be provided as necessary to meet the City's Noise Ordinance and comply with CEQA. Public Services and Utilities This section will evaluate the potential impacts of the project on the various public services and utilities that will serve the project. The public services that will be analyzed include police and fire protection, solid waste collection, water, wastewater, electricity, and natural gas. Service letters will be sent to the public agencies to solicit their comments with regards to impacts by the project on their respective service. Information will be provided that identifies the size and location of the existing services/utilities that serve the site and discuss if the existing facilities are adequate of if upgrades and improvements will be required. For the existing utilities that will need to be upgraded or extended to serve the project the MND will discuss potential impacts to extend or upgrade those utilities. When required to comply with CEQA, mitigation measures will be recommended to reduce potential impacts to less than significant. Tra nspo rtati o n/Traffic VA Consulting will prepare a traffic and circulation study for the project as a sub -consultant to Phil Martin & Associates. VA Consulting's traffic scope of work will be reviewed and approved by the City prior to their start of the traffic study to ensure the traffic study addresses all of the city's traffic and circulation concerns. Phil Martin & Associates, Inc. Page 16 of 27 The Project Traffic Impact Analysis (TIA) will be prepared in accordance with applicable City and/or County guidelines. VA will conduct research with the appropriate agencies to identify future planned roadway improvements, if any, within the project study area. VAwill obtain recently completed traffic impact studies and information on other projects located in vicinity of the proposed project, as applicable including the Garvey/Del Mar Plaza and Garvey 168 Plaza projects. VA will also inventorythe existing intersection geometrics and controls, the number of through travel lanes on roadways, presence and types of medians, pedestrian, bicycle, parking and transit facilities, and existing land uses within the project vicinity. _ The project traffic generation will be based on the latest site plan and estimated using the applicable trip generation rates in the Trip Generation, 9th Edition, published by the Institute of Transportation Engineers (ITE), or other appropriate sources. The project trip distribution will be based in accordance with the local and regional roadway/freeway network characteristics. The project is estimated to generate approximately 4,552 weekday vehicle trips with 89 inbound and 54 outbound trips during the AM peak hour and 211 inbound and 207 outbound trips during the PM peak hour. A typical threshold for an off-site intersection to be included in a traffic study is a location that receives a minimum of 50 peak hour project trips. Therefore, based on the preliminary trip generation and a reasonable trip distribution, the following intersections are proposed to be studied for the traffic analysis: 1. N. Orange Avenue at Emerson Place (4 -way stop); 2. S. Orange Avenue at Garvey Avenue (signalized); 3. New Avenue at Hellman Avenue (signalized); 4. New Avenue at Emerson Place (signalized), 5. New Avenue at Garvey Avenue (signalized); 6. New Avenue at Newmark Avenue (signalized), 7. Jackson Avenue at Hellman Avenue (signalized); 8. Jackson Avenue at Emerson Place (4 -way stop); 9. Jackson Avenue at Garvey Avenue (signalized); 10. Del Mar Avenue at Hellman Avenue (signalized); 11. Del Mar Avenue at Emerson Place (signalized); 12. Del Mar Avenue at Garvey Avenue (signalized); 13. Del Mar Avenue at Highcliff Street (signalized); 14. Brighton Street at Garvey Avenue (1 -way stop), and 15. Kelburn Avenue at Garvey Avenue (signalized). Traffic Volume Data Collection VA will collect existing weekday traffic data for study area intersections 1 through 8. Eight (8) weekday AM/PM peak hour turning movement counts will be conducted at the off-site study intersections 1 through 8 identified above. Data for intersections 9 through 15 are included in the traffic study that VA is currently preparing for the Garvey/Del Mar Plaza project. Therefore, intersections 9-15 will not have to be counted at this time. Weekday 24-hour volume counts will be conducted at up to eight (8) roadway segment Phil Martin & Associates, Inc. Page 17 of 27 locations between study area intersections 1 through 8. No weekend traffic data counts are included as part of this analysis. VA has the necessary counts for intersections 9-15. Traffic Projections Once the existing volume data is collected, a growth factor will be applied to the existing traffic volumes to consider the ambient traffic growth to the future baseline year. The baseline year will be the project completion year. In addition to ambient growth, baseline volumes will include traffic generated by the cumulative projects in the area, including the Garvey/Del Mar Plaza and Garvey 168 Plaza projects. The project traffic generation will be estimated using trip generation rates identified in Trip Generation, 9th Edition, published by the Institute of Transportation Engineers (ITE), or other appropriate source. It is assumed the project will be developed in a single phase. Level of Service Analysis VA will use the Intersection Capacity Utilization (ICU) method in accordance with City/County guidelines and parameters to determine intersection level of service (LOS) at the study area intersections. The target level of service will be confirmed by the City. Roadway level of service will be based on volume -to -capacity (V/C) analysis. The Level of Service analysis will be performed for the following six (6) scenarios for the study are intersections: • Existing volumes; • Existing volumes plus Project; • Existing volumes plus Project with mitigation (if necessary), • Baseline (Project Year) volumes; • Baseline plus Project (Project Year) volumes; and • Baseline plus Project (Project Year) volumes with mitigation (if necessary). If necessary, for project mitigation scenarios, capacity enhancements will be identified and analyzed in terms of feasibility and cost to. maintain the required level of service. Additional Specific Analyses The traffic study will also include additional analyses such as geometric configuration/striping alternatives, signal warrant analysis, queuing analysis, sight distance analysis, on-site circulation, parking and parking code compliance, and emergency vehicle access. Based on review of existing raised and striped median improvements along Garvey Avenue and the project access driveway locations as depicted on the site plan, modifications to the existing median configurations may be required. VA will confirm project access requirements and make recommendations forthe local circulation network, including median configurations, as appropriate. Report Preparation - VA will prepare a summary report including all tables, figures, and text as required to Phil Martin & Associates, Inc. Page 18 of 27 document the study methodologies, conclusions, and recommendations. The report will include all LOS, volume -to -capacity, traffic data, and all other appropriate back-up calculations in the appendix. For the purpose of this proposal, a total of two study reviews and a total of 8 hours of staff time have been budgeted to incorporate staffs comments into the final traffic report, which will be incorporated into the MND. Measures to mitigated project traffic and circulation impacts will be recommended when required to meet city level of service requirements and CEQA. Cumulative Impacts Per CEQA Guidelines Section 15355 this section will provide a discussion of the potential environmental effects that could occur with development of the project in conjunction with other planned and entitled projects in the area, including the compounding of cumulative project impacts. Cumulative project information will be obtained from City staff and include projects that have been entitled but not constructed, projects that are not entitled, but in the planning process, and reasonably foreseeable future projects. The cities adjacent to Rosemead will be contacted to identify any projects within their jurisdiction that should be included in the cumulative impact analysis. A map will be prepared to show the location of the cumulative projects. When required by CEQA, mitigation measures will be recommended to mitigate any cumulative project impacts. References, Persons and Agencies Contacted and MND Preparation This section will list all reference documents used to prepare the MND and all persons, agencies and individuals contacted during preparation of the MND. Appendices The MND appendix will include all technical reports. b. Screen Check MND Once the MND is completed five (5) hard copies and one (1) compact disc of the Mitigated Negative Declaration will be submitted to city staff for its review and comment. Staffs comments and changes will be incorporated into the MND and five (5) second screen check hard copies and one (1) compact disc will be submitted for a second review to the city. Staffs final screen check comments will be incorporated and the Mitigated Negative Declaration prepared for printing. c. Print and Mail MND Phil Martin & Associates will print and mail fifteen (15) hard copies and/or compact disks of the MND for public circulation and use by the City, including the surrounding cities, the Los Angeles County Planning Department and any other agencies or private entities requesting the MND. A master hard copy and a compact disk of the MND will be provided to the city for its use. Phil Martin & Associates, Inc. Page 19 of 27 d. Prepare Notice of Intent to Adopt a Mitigated Negative Declaration Phil Martin & Associates will prepare a Notice of Intent to Adopt a MND (NO1). Once reviewed and approved by the City, a copy will be mailed to all responsible agencies and interested persons along with a copy of the MND on compact disc. Phil Martin & Associates will also file the NOI with the Los Angeles County Clerk to start the 20 -day MND public review period. e. Respond to Comments Phil Martin & Associates, Inc. will prepare written responses to all comments received to the MND. For the purpose of this proposal Phil Martin & Associates has allocated six (6) hours to respond to comments, which includes time for Phil Martin & Associates and its sub -consultants. Additional time for Phil Martin & Associates and/or sub -consultants to respond to comments beyond six hours will be billed on a time and materials basis. Five (5) hard copies and one (1) compact disc of the Response to Comments will be submitted to the city for its review and comment. The city's changes will be incorporated and copies of the Response to Comments will be printed. Phil Martin & Associates will mail the Response to Comments to the agencies and individuals that submitted comments at least ten days prior to the scheduled hearing to adopt the MND. Phil Martin & Associates will print and mail up to ten (10) copies of the Response to Comments. f. Attend Public Hearings Phil Martin &Associates has budgeted to attend one (1) Planning Commission and one (1) City Council hearing. Attendance at additional public hearings will be billed on time and material basis. g. File Notice of Determination and Pay Fish and Wildlife Fee Phil Martin & Associates will prepare the Notice of Determination (NOD) as required by Section 15094 of the CEQA Guidelines. The day afterthe MND is adopted and the project is approved Phil Martin & Associates will file the Notice of Determination with the Los Angeles County Clerk. A California Department of Fish and Wildlife fee will have to be paid atthe time the NOD is filed with the Los Angeles County Clerk. The City or project applicant shall provide Phil Martin & Associates a check for the appropriate Fish and Wildlife fee. Once the NOD is fled with the Los Angeles County Clerk, Phil Martin & Associates will provide the original Fish and Wildlife Fee receipt and a copy of the filed NOD to the city for its records. There is a 30 -day statute of limitation period the public has to file legal challenges to the adoption of the MND once the Notice of Determination is filed with the Los Angeles County Phil Martin & Associates, Inc. Page 20 of 27 Clerk. If no legal challenges to the adequacy of the MND are filed within this 30 -day period the adoption is final. h. Mitigation Monitoring Plan Phil Martin & Associates will prepare a Mitigation Monitoring Plan (MMP) as required by Public Resources Code Section 21081.6 for all measures that are recommended to mitigate significant impacts. The Mitigation Monitoring Plan will list all mitigation measures presented in the MND and identify the City department that will be responsible to monitor and implement each mitigation measure. Once the MMP is completed, two (2) hard copies will be submitted to city staff for its review. Staffs comments will be incorporated and five (5) hard copies submitted to the city for its use. - Phil Martin & Associates, Inc. Page 21 of 27 EXHIBIT "B" SCHEDULE OF SERVICES The schedule and milestones for the preparation of a Mitigated Negative Declaration are presented below. The schedule is based on an anticipated "start date' of December 10, 2013. 1) Start Date - kick-off meeting — December 12, 2013 2) Submit Screen Check Initial Study/Mitigated Negative Declaration to City—February 4, 2014 3) Receive staff comments to Initial Study/Mitigated Negative Declaration — February 25, 2014 4) Mail Initial Study/Mitigated Negative Declaration — March 5, 2014 5) Initial Study/Mitigated Negative Declaration public review period — March 6, 2014— March 25, 2014 6) Submit screen check Initial Study/Mitigated Negative Declaration (Response to Comments) to City — March 31, 2014 7) Receive staff comments to screen check Initial Study/Mitigated Negative Declaration (Response to Comments) —April 7, 2014 8) Mail Initial Study/Mitigated Negative Declaration Response to Comments and submit final Initial Study/Mitigated Negative Declaration to city staff for its use —April 14, 2014 9) Planning Commission/City Council hearings — April/May 2014 10)File Notice of Determination with County Clerk — May 2014 Phil Martin & Associates, Inc. Page 22 of 27 EXHIBIT "C" COMPENSATION Mitigated Negative Declaration Budget MND Cost Breakdown 'fixed fee contract Kick-off Meeting — Phil $150 $450 Martin Initial Stud IMND Prepare Initial Study/MND — $150 $22,500 Phil Martin Traffic — VAConsultin $16,400 Photometric — OMB Electrical $3,100 Air Quality/Greenhouse Gas Report/Noise — Giroux & $4,400 Associates Artistic Engineering — photo $3,500 rendering Direct— printing, mailing, CDs $400 Final MND Response to Comments $150 $900 Mitigation Monitoring and $150 $600 Re ortin Pro ram File CEQA notices $300 Meetings — 2 staff meetings — $150 $600 Phil Martin Public Hearings — 1 Planning $150 Commission and 1 City $900 Council — Phil Martin Total $54,050 'fixed fee contract Phil Martin & Associates, Inc. Page 23 of 27 EXHIBIT "D" INSURANCE REQUIREMENTS Prior to the beginning of and throughout the duration of the Work, Consultant will maintain insurance in conformance with the requirements set forth below. Consultant will use existing coverage to comply with these requirements. If that existing coverage does not meet the requirements set forth here, Consultant agrees to amend, supplement or endorse the existing coverage to do so. Consultant acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required. Any insurance proceeds available to City in excess of the limits and coverage required in this agreement and which is applicable to a given loss, will be available to City. Consultant shall provide the following types and amounts of insurance: Commercial General Liability Insurance using Insurance Services Office "Commercial General Liability" policy form CG 00 01 or the exact equivalent. Defense costs must be paid in addition to limits. There shall be no cross liability exclusion for claims or suits by one insured against another. Limits are subject to review but in no event less than $1,000,000 per occurrence. Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including symbol 1 (Any Auto) or the exact equivalent. Limits are subject to review, but in no event to be less that $1,000,000 per accident. If Consultant owns no vehicles, this requirement may be satisfied by a non -owned auto endorsement to the general liability policy described above. If Consultant or Consultant's employees will use personal autos in any way on this project, Consultant shall provide evidence of personal auto liability coverage for each such person. Workers Compensation on a state -approved policy form providing statutory benefits as required by law with employer's liability limits no less than $1,000,000 per accident or disease. Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit requirements, shall provide coverage at least as broad as specified for the underlying coverages. Any such coverage provided under an umbrella liability policy shall include a drop down provision providing primary coverage above a maximum $25,000 self-insured retention for liability not covered by primary but covered by the umbrella. Coverage shall be provided on a "pay on behalf' basis, with defense costs payable in addition to policy limits. Policy shall contain a provision obligating insurer at the time insured's liability is determined, not requiring actual payment by the insured first. There shall be no cross liability exclusion precluding coverage for claims or suits by one insured against another. Coverage shall be applicable to City for injury to employees of Consultant, subconsultants or others involved in the Work. The scope of coverage provided is subject to approval of City following receipt of proof of insurance as required herein. Limits are subject to review but in no event less than $1,000,000 per occurrence. Professional Liability or Errors and Omissions Insurance as appropriate shall bewritten on Phil Martin & Associates, Inc. _ Page 24 of 27 a policy form coverage specifically designed to protect against acts, errors or omissions of the consultant and "Covered Professional Services" as designated in the policy must specifically include work performed under this agreement. The policy limit shall be no less than $1,000,000 per claim and in the aggregate. The policy must "pay on behalf of the insured and must include a provision establishing the insurer's duty to defend. The policy retroactive date shall be on or before the effective date of this agreement. Insurance procured pursuant to these requirements shall be written by insurers that are admitted carriers in the state of California and with an A.M. Bests rating of A- orbetterand a minimum financial size VII. General conditions pertaining to provision of insurance coverage by Consultant. Consultant and City agree to the following with respect to insurance provided by Consultant: 1. Consultant agrees to have its insurer endorse the third party general liability coverage required herein to include as additional insureds City, its officials, employees and agents, using standard ISO endorsement No. CG 2010 with an edition prior to 1992. Consultant also agrees to require all contractors, and subcontractors to do likewise. 2. No liability insurance coverage provided to comply with this Agreement shall prohibit Consultant, or Consultant's employees, or agents, from waiving the right of subrogation prior to a loss. Consultant agrees to waive subrogation rights against City regardless of the applicability of any insurance proceeds, and to require all contractors and subcontractors to do likewise. 3. All insurance coverage and limits provided by Contractor and available or applicable to this agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations limits the application of such insurance coverage. 4. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. 5. No liability policy shall contain any provision or definition that would serve to eliminate so-called "third party action over" claims, including any exclusion for bodily injury to an employee of the insured or of any contractor or subcontractor. 6. All coverage types and limits required are subject to approval, modification and additional requirements by the City, as the need arises. Consultant shall not make any reductions in scope of coverage (e.g. elimination of contractual liability or reduction of discovery period) that may affect City's protection without City's prior written consent. 7. Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all of the coverages required and an additional insured endorsement to Consultant's general liability policy, shall be delivered to City at or Phil Martin & Associates, Inc. Page 25 of 27 prior to the execution of this Agreement. In the event such proof of any insurance is not delivered as required, or in the event such insurance is canceled at any time and no replacement coverage is provided, City has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests under this or any other agreement and to pay the premium. Any premium so paid by City shall be charged to and promptly paid by Consultant ordeducted from sums due Consultant, at City option. & Certificate(s) are to reflect that the insurer will provide 30 days notice to City of any cancellation of coverage. Consultant agrees to require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, or that any party will "endeavor" (as opposed to being required) to comply with the requirements of the certificate. 9. It is acknowledged by the parties of this agreement that all insurance coverage required to be provided by Consultant or any subcontractor, is intended to apply first and on a primary, noncontributing basis in relation to any other insurance or self insurance available to City. 10. Consultant agrees to ensure that subcontractors, and any other party involved with the project who is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with subcontractors and others engaged in the project will be submitted to City for review. 11. Consultant agrees not to self -insure or to use any self-insured retentions or deductibles on any portion of the insurance required herein and further agrees that it will not allow any contractor, subcontractor, Architect, Engineer or other entity or person in any way involved in the performance of work on the project contemplated by this agreement to self -insure its obligations to City. If Consultant's existing coverage includes a deductible or self-insured retention, the deductible or self- insured retention must be declared to the City. At that time the City shall review options with the Consultant, which may include reduction or elimination of the deductible or self nsu red retention, substitution of other coverage, or other solutions. 12. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City will negotiate additional compensation proportional to the increased benefit to City. 13. For purposes of applying insurance coverage only, this Agreement will be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance of or towards performance of this Agreement. Phil Martin & Associates, Inc. Page 26 of 27 14. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non-compliance with any insurance requirement in no way imposes any additional obligations on City nor does it waive any rights hereunder in this or any other regard. 15.Consultant will renew the required coverage annually as long as City, or its employees or agents face an exposure from operations of any type pursuant to this agreement. This obligation applies whether or not the agreement is canceled or terminated for any reason. Termination of this obligation is not effective until City executes a written statement to that effect. 16. Consultant shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A coverage binder or letter from Consultant's insurance agent to this effect is acceptable. A certificate of insurance and/or additional insured endorsement as required in these specifications applicable to the renewing or new coverage must be provided to City within five days of the expiration of the coverages. 17.The provisions of any workers' compensation or similar act will not limit the obligations of Consultant under this agreement. Consultant expressly agrees not to use any statutory immunity defenses under such laws with respect to City, its employees, officials and agents. 18. Requirements of specific coverage features or limits contained in this section are not intended as limitations on coverage, limits or other requirements nor as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all-inclusive. 19. These insurance requirements are intended to be separate and distinct from any other provision in this agreement and are intended by the parties here to be interpreted as such. 20. The requirements in this Section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impairs the provisions of this Section. _ 21. Consultant agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or Consultant for the cost of additional insurance coverage required by this agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto. Consultant agrees to provide immediate notice to City of any claim or loss against Phil Martin & Associates, Inc. Page 27 of 27 Consultant arising out of the work performed under this agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. CITY OF ROSEMEAD PROFESSIONAL SERVICES AGREEMENT PARTIES AND DATE. This Agreement is made and entered into this 241h day of July, 2013 by and between the City of Rosemead, a municipal organization organized under the laws of the State of California with its principal place of business at 8838 E. Valley Boulevard, Rosemead, California 91770 ("City") and Phil Martin & Associates, Inc., a corporation with its principal place of business at 3002 Dow Avenue, Suite 122, Tustin, California 92780 ("Consultant'). City and Consultant are sometimes individually referred to herein as "Party" and collectively as 'Parties." 2. RECITALS. 2.1 Consultant. Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing professional enviormental services to public clients, is licensed in the State of California, and is familiar with the plans of City. 2.2 Project. City desires to engage Consultant to render professional land use and environmental consulting services for the proposed mixed use project known as ('Project') and referred to as the Garvey Del Mar Mixed Use as set forth in this Agreement. 3. TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project ("Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 3.1.2 Term. The term of this Agreement shall be from July 24, 2013 to December 31, 2013, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. Phil Martin & Associates, Inc. Page 2 of 27 3.2 Responsibilities of Consultant. 3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3.2.2 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit "B" attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City. 3.2.4 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the City. The key personnel for performance of this Agreement are as follows: Phil Martin (President). 3.2.5 City's Representative. The City hereby designates City Planner or her designee, to act as its representative for the performance of this Agreement ("City's Representative"). City's Representative shall have the power to act on behalf of the City for all purposes under this Contract. Consultant shall not accept direction or orders from any person other than the City's Representative or his or her designee. Phil Martin & Associates, Inc. Page 3 of 27 3.2.6 Consultant's Representative. Consultant hereby designates Phil Martin or his designee, to act as its representative for the performance of this Agreement ("Consultant's Representative'). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his/her best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.2.7 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times. 3.2.8 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. Any employee of the Consultant or its sub -consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project. 3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. Phil Martin & Associates, Inc. Page 4 of 27 3.2.10 Insurance. 3.2.10.1 Time for Compliance. Consultant shall maintain prior to the beginning of and for the direction of this Agreement insurance coverage as specified in Exhibit "D" attached to and part of this agreement. 3.2.11 Safety. Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Contractor shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.3 Fees and Payments. 3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement atthe rates set forth in Exhibit "C" attached hereto and incorporated herein by reference. The total compensation shall not exceed fifty-four thousand, three hundred dollars ($54,300) without advance written approval of the City Planner. Extra Work maybe authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement. 3.3.2 Payment of Compensation. Consultant shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. 3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City. 3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra. Work" means any work which is determined by City to be necessary forthe proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from City's Representative. Phil Martin & Associates, Inc. Page 5 of 27 3.3.5 Prevailing Wages. Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 1600, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the Services are being performed as part of an applicable "public works' or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant's principal place of business and at the project site. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 3.4 Accounting Records. 3.4.1 Maintenance and Inspection. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.5 General Provisions. 3.5.1 Termination of Agreement. 3.5.1.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. 3.5.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request. Phil Martin & Associates, Inc. Page 6 of 27 3.5.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: CONSULTANT: Phil Martin & Associates, Inc. 3002 Dow Avenue, Suite 122 Tustin, CA 92780 Attn: Phil Martin CITY: City of Rosemead 8838 Valley Boulevard Rosemead, CA 91770 Attn: Lily Trinh, Planning Division Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.3 Ownership of Materials and Confidentiality. 3.5.3.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 3.5.3.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Phil Martin & Associates, Inc. Page 7 of 27 Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to. the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.5 Attorney's Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all other costs of such action. 3.5.6 Indemnification. Consultant shall defend, indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions or willful misconduct of Consultant, its officials, officers, employees, agents, consultants and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses. Consultant shall defend, at Consultant's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents or volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse City and its directors, officials, officers, employees, agents and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials officers, employees, agents or volunteers. 3.5.7 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties. Phil Martin & Associates, Inc. Page 8 of 27 3.5.8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. 3.5.9 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.5.10 City's Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project. 3.5.11 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties. 3.5.12 Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.5.13 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subcontractors of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.5.14 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.15 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.5.16 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.5.17 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. Phil Martin & Associates, Inc. Page 9 of 27 3.5.18 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicitor secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Consultant further agrees to file, or shall cause its employees or subconsultants to file, a Statement of Economic Interest with the City's Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.5.19 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.5.20 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.5.21 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.5.22 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 3.6 Subcontracting. 3.6.1 Prior Approval Required. Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. Phil Martin & Associates, Inc. Page 10 of 27 CITY OF ROSEMEAD By: Polly Low, Mayor City of Rosemead Attest: KA d Z31oria Molleda City Clerk Approved as to Form: Burke, Williams & Sorensen, LLP PHIL MARTIN & ASSOCIATES, INC. Ng 74, Name: Title���O�cN� [If Corporation, TWO SIGNATURES, President OR Vice President AND Secretary, AND CORPORATE SEAL OF CONTRACTOR REQUIRED] By:&&Jj�P� GSL + Name6whi 2 LIM472A Title: Phil Martin & Associates, Inc. Page 11 of 27 EXHIBIT "A" SCOPE OF SERVICES Phil Martin & Associates proposes the following work product to prepare the environmental impact report for the project. a. Kick-off Meeting Upon authorization to proceed and signature of a contract, Phil Martin will meet with City staff and the project applicant to discuss the project in detail, develop a schedule to complete the MND and obtain the documents requested in this proposal to begin preparation of the MND. We will also discuss a traffic scope of work with the City's traffic engineer and the traffic consultant to ensure the traffic consultant adequately addresses all City traffic and circulation issues associated with the project. b. Preparation of Mitigated Negative Declaration Immediately after the kick-off meeting Phil Martin &Associates will begin preparation of the Mitigated Negative Declaration. Phil Martin & Associates will prepare the MND to comply with the 2013 CEQA Guidelines, as amended. The MND will include the following tasks: Aesthetics The City of Rosemead General Plan does not identify any designated scenic resources on the site and the State does not have any adopted scenic state highways adjacent to or close proximity to the site. Thus, this section will focus on and analyze the potential aesthetic impacts of the project on the land uses adjacent to and surrounding the site. The existing aesthetic characteristics of the site and surrounding land uses will be described, including the residences of the mobile home parks west and north of the site. Surface level photographs of the site and the surrounding land uses will be provided along with a photo key map to show the aesthetic and visual qualities on the site and the land uses surrounding the site. This section will include an analysis of the potential aesthetic impacts of the project due to the proposed development. Phil Martin & Associates will prepare two photo -simulations of the project as seen from Garvey Avenue and Del Mar Avenue. The photo -simulations will show the site if developed as proposed. The level of detail of the photo -simulations will be based on the detail of information provided by the project architect. This section will include building elevations showing the architecture, design, and color scheme of the proposed building as seen from all four sides including Garvey Avenue, Del Mar Avenue, Brighton Street and the residences north of the site. If available, a landscape plan showing the proposed plantings and hardscape materials of the project will also be provided. The aesthetic section of the MND will compare the architecture, design, and landscape plans to any applicable City design guidelines. Phil Martin & Associates, Inc. Page 12 of 27 A photometric study will be provided by OMB Electrical to determine the potential lighting impacts of the project to adjacent residents north of the site and motorists on Garvey Avenue and Del Mar Avenue. The photometric study will show the lumens on the properties adjacent to the site to determine if project lighting would impact adjacent residents. Site specific lighting informatioi numbers, light locations, height, lumens, etc. provide a meaningful photometric analysis. i including light manufacturers, light model will be requested from the architect in order to If potential aesthetic impacts are identified, measures to mitigate potential aesthetic impacts will be recommended in conjunction with recommendations of city staff and the project developer. Air Quality Giroux and Associates will prepare an air quality analysis and greenhouse gas emission calculations as a sub -consultant to Phil Martin & Associates. Phil Martin & Associates will summarize the air quality and greenhouse gas emission reports in the MND and attach the full documents in the MND appendix. The air quality report will include the following information: • Provide an air quality setting based upon SCAQMD monitoring data from the Pico Rivera air monitoring station. • Calculate temporary construction activity emissions (demolition, grading & construction) using procedures identified in the SCAQMD CEQA Air Quality Handbook (1993) and incorporated into the CalEEMod computer model. • Calculate regional vehicular emissions using the currently recommended CalEEMod computer model. • Evaluate the potential for micro -scale air pollution "hotspot" formation relative to surrounding emissions sources. Discuss project proximity to emissions sources from adjacent commercial uses (laundromats, fast food and sit-down restaurants, etc.). • Analyze possible air quality issues between subterranean parking and on-site residential use. • Discuss project consistency with the South Coast Air Basin Regional Air Quality Management Plan in terms of land use planning consistency. • Identify any potentially applicable mitigation measures, including relevant transportation control measures (TCMs) incorporated into the air basin portion of the California State Implementation Plan (SIP). • Discuss the potential effects on local air quality of cumulative development in the area. • Summarize the air quality findings in a "stand-alone" draft air quality technical report in a setting/impact/mitigation format. The air quality impacts of the project will be divided into the short-term dust generation, local impacts, and long-term regional air pollution increases. Short-term dust and emission generation due to construction activities will be forecasted using the URBEMIS model. If provided by the project applicant, detailed estimates of the potential construction Phil Martin & Associates, Inc. Page 13 of 27 equipment that will be used during project demolition and construction will be referenced to calculate these emissions. Otherwise, conservative estimates of the various required construction activities to determine short-term emissions will be used. The air pollutant emissions generated during project construction will be compared to the SCAQMD Regional and Local Significance Thresholds. Measures to reduce dust generation required by the South Coast Air Quality Management District will be identified. .Additionally, measures in the AQMP to control construction activity emissions will be, as applicable, discussed in the air quality report. Long-term operational emissions will be generated by project traffic, combustion of natural gas to heat the building, operation of landscape equipment, and the use of architectural coatings during building maintenance. The air emissions generated by these sources will be assessed and compared to the SCAQMD Regional and Local Significance Thresholds to determine their significance. Mitigation measures will be recommended to reduce significant long-term operational air quality emissions as much as possible to meet adopted thresholds and comply with CEQA. Greenhouse Gas Assessment Giroux and Associates will closely follow the generally accepted analysis methodologies and significance thresholds for greenhouse gas emissions and will apply the most current standards to the project. The greenhouse gas scope of work will include the following: • Describe the existing GHG regulatory environment focused on AB -32 and SB -375. Summarize the base year GHG emissions inventory for Rosemead and discuss the likely progress in moving forward from that time. • Identify the appropriate thresholds of impact significance that include both the quantity of GHG generated by the project as well as project consistency with sustainable community initiatives. • Quantify GHG emissions associated with transportation, on-site energy consumption, indirect electricity generation emissions, solid waste generation, and water use using the CalEEMod computer model GHG module. • Based upon the relative roles of transportation and non -transportation emissions projections, identify mitigation potential that might reduce the gap between AB -32 goals versus programs that are already in place (CAFE, LCFS, energy efficiency, etc.). • Determine GHG impact significance after application of available mitigation measures. Geology and Soils A preliminary geotechnical report will be provided by the project applicant to Phil Martin & Associates for incorporation into the MND. The geotechnical report will be summarized in the MND and the full geotechnical report included in the MND appendix. Phil Martin & Associates, Inc. Page 14 of 27 Hazards and Hazardous Materials A Phase I Environmental Site Assessment (ESA) will be provided by the project applicant to Phil Martin & Associates for incorporation into the MND. The Phase I ESA will be summarized in the MND and the full geotechnical report included in the MND appendix. Mitigation measures, based on the conclusions and recommendations in the Phase I ESA will be incorporated into the MND to reduce potential hazardous impacts to less than significant to comply with CEQA. Hydrology/Water Quality A hydrology report, grading plan and Water Quality Management Plan (WQMP) will be provided by the project applicant to Phil Martin & Associates for incorporation into the MND. The hydrology report and Water Quality Management Plan (WQMP) will be summarized in the MND and the full reports included in the MND appendix. Mitigation measures, if required, will be incorporated into the MND to reduce potential water quality, grading or storm water impacts to less than significant to comply with CEQA. Land Use The RFP states the project will require the following entitlements: a) General Plan Amendment; b) Zone Change; c) Tentative Tract Map; and (d) a Design Review Application. The Rosemead General Plan land use designation for the site is Commercial for the west half of the site and Medium Density Residential on the easterly half. The existing zoning is C-3, (Medium Commercial) for the west half and R-2 (Light Multiple Residential) for the eastern half. Thus, the project will require a general plan amendment and zone change to Mixed -Use High Density Residential/Commercial. The land use section will discuss the compatibility of the project with the adjacent surrounding land use. This section will also analyze the potential impacts of the requested entitlements and development standards with the existing surrounding land uses. This section will compare development of the site consistent with the existing development standards based on existing zoning and the Rosemead Municipal Code and compare that development to the proposed development. Furthermore, this section will discuss in general terms the effects of the proposed Municipal Code and General Plan Amendments and how the development standards will impact other development in Rosemead with the requested GPA and Municipal Code Amendment. When required, measures will be recommended to reduce land use impacts to less than significant. Noise Giroux and Associates will prepare a noise and vibration assessment for the project as a sub -consultant to Phil Martin & Associates. Phil Martin & Associates will summarize the noise assessment and vibration assessment and attach the complete report in the MND appendix. The noise and vibration analysis will include the following: Phil Martin & Associates, Inc. Page 15 of 27 • Perform limited on-site ambient noise monitoring after consultation with city staff to establish an existing baseline and determine the noise generation from traffic and commercial operations. • Develop a baseline traffic noise exposure profile in terms of the CNEL noise metric using the FHWA Model with the latest California vehicle noise curves (CALVENO) focused on local impacts from Garvey Avenue and Del Mar Avenue traffic. • Identify specific sensitive receiver locations where mobile source noise impacts may adversely affect nearby sensitive receivers. • Evaluate stationary noise impacts from temporary on-site construction noise sources. • Discuss possible noise constraints from mixed commercial and residential uses on the same parcel. • Relate project noise impacts to the Noise Element noise/land use compatibility guidelines in the City of Rosemead General Plan Noise Element and other applicable noise exposure regulations. • Develop a noise impact mitigation plan for any predicted noise impacts that exceed target noise exposure limits, including community noise standards relevant to this project as contained in the City of Rosemead Noise Element and Noise Ordinance (Chapter 8.36). The City's noise standards will be summarized and their relevance to the project discussed. • Identify likely structural noise protection that will be needed to meet the building code for multi -family units. Discuss potential vibration impacts to adjacent residents north of site during project grading and construction. Summarize findings in a "stand-alone" draft noise and vibration technical report. Mitigation measures to reduce potential noise and/or vibration impacts will be provided as necessary to meet the City's Noise Ordinance and comply with CEQA. Public Services and Utilities This section will evaluate the potential impacts of the project on the various public services and utilities that will serve the project. The public services that will be analyzed include police and fire protection, solid waste collection, water, wastewater, electricity, and natural gas. Service letters will be sent to the public agencies to solicit their comments with regards to impacts by the project on their respective service. Information will be provided that identifies the size and location of the existing services/utilities that serve the site and discuss if the existing facilities are adequate of if upgrades and improvements will be required. For the existing utilities that will need to be upgraded or extended to serve the project the MND will discuss potential impacts to extend or upgrade those utilities. When required to comply with CEQA, mitigation measureswill be recommended to reduce potential impacts to less than significant. Transportation/Traffic VA Consulting will prepare a traffic and circulation study for the project as a sub -consultant to Phil Martin & Associates. VA Consulting's traffic scope of work will be reviewed and Phil Martin & Associates, Inc. Page 16 of 27 approved by the City prior to their start of the traffic study to ensure the traffic study addresses all of the city's traffic and circulation concerns. For the roadway capacity analysis the Los Angeles County Congestion Management Program (CMP) TIA guidelines and procedures will be referenced. These guidelines have been adopted by nearly all cities in Los Angeles County and must be followed to obtain funds available from the sales tax on gasoline. As a result, the CMP TIA methodology will be used for the traffic study for the proposed project. VA will conduct research with the appropriate agencies to identify future planned roadway improvements, if any, that are planned within the project study area. VA will obtain recently completed traffic impact studies and information on other projects located in vicinity of the project, as applicable. This task will also include a field review to inventory the existing intersection geometrics and controls, the number of through travel lanes on roadways, pedestrian, bicycle, parking and transit facilities, and existing land uses within the study area. The project traffic generation will be based on the latest site plan and estimated using trip generation rates identified in Trip Generation, 9th Edition, published by the Institute of Transportation Engineers (ITE), or other appropriate sources. The project geographical trip distribution will be based in accordance with the local and regional roadway/freeway network characteristics. The project is anticipated to generate approximately 1,950 weekday vehicle trips with 45 inbound and 70 outbound trips during the AM peak hour and 95 inbound and 70 outbound trips during the PM peak hour. A typical threshold for an off-site intersection to be included in a traffic study is a location that receives a minimum of 50 peak hour project trips. Based on a preliminary trip distribution, several off-site intersections surrounding the project are anticipated to meet this 50 -trip threshold and are included in the study for analysis. Other intersections chosen for analysis in this study do not meet the 50 trip peak hour threshold, but are included in the study to demonstrate the lack of significant impact due to the project. No additional potential study intersections are considered at this time. Should the City request additional study area intersections be included in the traffic study there will be additional costs for the data collection, analysis, and report preparation. The seven (7) off-site study intersections that are included in the traffic analysis include: • Del Mar Avenue at Hellman Avenue (signalized); • Del Mar Avenue at Emerson Avenue (signalized); • Del Mar Avenue at Garvey Avenue (signalized); • Del Mar Avenue at Highcliff Street (signalized); • Garvey Avenue at Jackson Avenue (signalized); • Garvey Avenue at Brighton Street (2 -way stop control); and • Garvey Avenue at Kelburn Avenue (signalized). Traffic Volume Data Collection Phil Martin & Associates, Inc. Page 17 of 27 VA will collect existing weekday traffic data for the study area. Seven (7) weekday AM/PM peak hour turning movement counts will also be conducted at the seven study intersections listed above. Weekday 24-hour volume counts will be conducted at up to six (6) roadway segment locations between the study area intersections. No weekend traffic data counts are included as part of this analysis. If the city requires additional counts or other specialty traffic data collection in addition to the above intersections and roadway segments additional costs will be required. Traffic Projections Once the existing traffic volume data is collected a growth factor will be applied to the existing traffic volumes to consider ambient traffic growth for the future baseline year. The baseline year will be the estimated project completion year. The traffic generation of the apartment project will be estimated using trip generation rates identified in Trip Generation, 9th Edition, published by the Institute of Transportation Engineers (ITE), or other appropriate source. Future year scenario analysis will use agency forecast model volumes, if available. The traffic analysis will assume the project will be constructed in a single phase. Level of Service Analysis The 2000 Highway Capacity Manual (HCM) signalized/unsignalized intersection analysis method and/or the Intersection Capacity Utilization (ICU) method in accordance with City/County guidelines and parameters to determine intersection level of service (LOS) will be used at the study area intersections. The target level of service will be as confirmed by the City/County. Roadway level of service will be based on volume -to -capacity (V/C) analysis. Level of service analysis will be performed for the following six (6) scenarios for the study are intersections: • Existing volumes; • Existing volumes plus Project; • Existing volumes plus Project with mitigation (if necessary); • Baseline (Project Year) volumes; • Baseline plus Project (Project Year) volumes; and • Baseline plus Project (Project Year) volumes with mitigation (if necessary). If necessary to mitigate project traffic impacts, capacity enhancements will be identified and analyzed in terms of feasibility and cost to maintain the required level of service. Additional Specific Analyses The traffic study will also include analyses such as geometric configuration/striping alternatives, signal warrant analysis, queuing analysis, sight distance analysis, on-site circulation, and emergency vehicle access. Phil Martin & Associates, Inc. Page 18 of 27 Report Preparation VA will prepare a summary report including all tables, figures, and text as required to document the study methodologies, conclusions, and recommendations. The report will include all LOS, volume -to -capacity, traffic data, and all other appropriate back-up calculations in the appendix. The traffic study will be submitted to the city for review and VA will incorporate city comments. Measures to mitigated project traffic and circulation impacts will be recommended when required to meet city level of service requirements and CEQA. Cumulative Impacts Per CEQA Guidelines Section 15355 this section will provide a discussion of the potential environmental effects that could occur with development of the project in conjunction with other planned and entitled projects in the area, including the compounding of cumulative project impacts. Cumulative project information will be obtained from City staff and include projects that have been entitled but not constructed, projects that are not entitled, but in the planning process, and reasonably foreseeable future projects. The cities adjacent to Rosemead will be contacted to identify any projects within their jurisdiction that should be included in the cumulative impact analysis. A map will be prepared to show the location of the cumulative projects. When required by CEQA, mitigation measures will be recommended to mitigate any cumulative project impacts. References, Persons and Agencies Contacted and MND Preparation This section will list all reference documents used to prepare the MND and all persons, agencies and individuals contacted during preparation of the MND. Appendices The MND appendix will include all technical reports. b. Screen Check MND Once the MND is completed five (5) hard copies and one (1) compact disc of the Mitigated Negative Declaration will be submitted to city staff for its review and comment. Staffs comments and changes will be incorporated into the MND and five (5) second screen check hard copies and one (1) compact disc will be submitted for a second review to the city. Staffs final screen check comments will be incorporated and the Mitigated Negative Declaration prepared for printing. c. Print and Mail MND Phil Martin & Associates will print and mail fifteen (15) hard copies and/or compact disks of the MND for public circulation and use by the city, including the surrounding cities, the Los Angeles County Planning Department and any other agencies or private entities requesting Phil Martin & Associates, Inc. Page 19 of 27 the MND. A master hard copy and a compact disk of the MND will be provided to the city for its use. d. Prepare Notice of Intent to Adopt a Mitigated Negative Declaration Phil Martin & Associates will prepare a Notice of Intent to Adopt a MND (NOI). Once approved by the city a copy of the NOI will be mailed to all responsible agencies and interested persons along with a copy of the MND on compact disc. Phil Martin & Associates will also file the NOI with the Los Angeles County Clerk to startthe 20 -day MND public review period. e. Respond to Comments Phil Martin & Associates, Inc. will prepare written responses to all comments received to the MND. For the purpose of this proposal Phil Martin & Associates has allocated six (6) hours to respond to comments, which includes time for Phil Martin & Associates and its sub -consultants. Additional time for Phil Martin & Associates and/or sub -consultants to respond to comments beyond six hours will be billed on a time and materials basis. Five (5) hard copies and one (1) compact disc of the Response to Comments will be submitted to the city for its review and comment. The city's changes will be incorporated and copies of the Response to Comments will be printed. Phil Martin & Associates will mail the Response to Comments to the agencies and individuals that submitted comments at least ten days prior to the scheduled hearing to adopt the MND. Phil Martin &Associates will print and mail up to ten (10) copies of the Response to Comments. f. Attend Public Hearings Phil Martin &Associates has budgeted to attend one (1) Planning Commission and one (1) City Council hearing. Attendance at additional public hearings will be billed on time and material basis. g. File Notice of Determination and Pay Fish and Wildlife Fee Phil Martin & Associates will prepare the Notice of Determination (NOD) as required by Section 15094 of the CEQA Guidelines. The day after the MND is adopted and the project is approved Phil Martin & Associates will file the Notice of Determination with the Los Angeles County Clerk. A California Department of Fish and Wildlife fee will have to be paid at the time the NOD is filed with the Los Angeles County Clerk. The City or project applicant shall provide Phil Martin & Associates a check for the appropriate Fish and Wildlife fee. Once the NOD is filed with the Los Angeles County Clerk, Phil Martin & Associates will provide the original Fish and Wildlife Fee receipt and a copy of the filed NOD to the city for its records. There is a 30 -day statute of limitation period the public has to file legal challenges to the adoption of the MND once the Notice of Determination is filed with the Los Angeles County Phil Martin & Associates, Inc. Page 20 of 27 Clerk. If no legal challenges to the adequacy of the MND are filed within this 30 -day period the adoption is final. h. Mitigation Monitoring Plan Phil Martin & Associates will prepare a Mitigation Monitoring Plan (MMP) as required by Public Resources Code Section 21081.6 for all measures that are recommended to mitigate significant impacts. The Mitigation Monitoring Plan will list all mitigation measures presented in the MND and identify the city department that will be responsible to monitor and implement each mitigation measure. Once the MMP is completed, two (2) hard copies will be submitted to city staff for its review. Staffs comments will be incorporated and five (5) hard copies submitted to the city for its use. Phil Martin & Associates, Inc. Page 21 of 27 EXHIBIT "B" SCHEDULE OF SERVICES The schedule and milestones for the preparation of a Mitigated Negative Declaration are presented below. The schedule is based on an anticipated "start date" of August 1, 2013. 1) Start Date - kick-off meeting — August 1, 2013 2) Submit Screen Check Initial Study/Mitigated Negative Declaration to City — September 23, 2013 3) Receive staff comments to Initial Study/Mitigated Negative Declaration — October 14, 2013 4) Mail Initial Study/Mitigated Negative Declaration — October 16, 2013 5) Initial Study/Mitigated Negative Declaration public review period — October 17, 2013 — November 5, 2013 6) Submit screen check Initial Study/Mitigated Negative Declaration (Response to Comments) to City — November 7, 2013 7) Receive staff comments to screen check Initial Study/Mitigated Negative Declaration — November 12, 2013 8) Mail Initial Study/Mitigated Negative Declaration Response to Comments and submit final Initial Study/Mitigated Negative Declaration to city staff for its use — November 13, 2013 9) Planning Commission/City Council hearings — November/December 2013 10)File Notice of Determination with County Clerk — December 2013 Milestones 1) Start Date/Kick-off meeting —August 1, 2013 2) MND public review period — October 17, 2013 — November 5, 2013 3) Mail Initial Study/MND Response to Comments — November 13, 2013 4) Planning Commission/City Council hearings — November/December 2013 5) File Notice of Determination — December 2013 Phil Martin & Associates, Inc. Page 22 of 27 EXHIBIT "C" COMPENSATION Mitigated Negative Declaration Budget Kick-off Meeting — Phil Martin $150 $600 Initial Study/MND Prepare Initial Study/MND — Phil Martin $150 $24,700 Traffic — VA Consulting $14,800 Photometric — OMB Electrical $3,100 Air Quality/Greenhouse Gas Report/Noise/Vibration — Giroux & Associates $6,500 Direct— printing, mailing, CDs $700 Final MND Response to Comments — Phil Martin $150 $900 Mitigation Monitoring and Reporting Program — Phil Martin $150 $600 File CEQA notices — Phil Martin $600 Meetings — 2 staff meetings — Phil Martin $150 $900 Public Hearings — 1 Planning Commission and 1 City Council — Phil Martin $150 $900 Total $54,300 `fixed fee contract Phil Martin & Associates, Inc. Page 23 of 27 EXHIBIT "D" INSURANCE REQUIREMENTS Prior to the beginning of and throughout the duration of the Work, Consultant will maintain insurance in conformance with the requirements set forth below. Consultant will use existing coverage to comply with these requirements. if that existing coverage does not meet the requirements set forth here, Consultant agrees to amend, supplement orendorse the existing coverage to do so. Consultant acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required. Any insurance proceeds available to City in excess of the limits and coverage required in this agreement and which is applicable to a given loss, will be available to City. Consultant shall provide the following types and amounts of insurance Commercial General Liability Insurance using Insurance Services Office "Commercial General Liability" policy form CG 00 01 or the exact equivalent. Defense costs must be paid in addition to limits. There shall be no cross liability exclusion for claims or suits by one insured against another. Limits are subject to review but in no event less than $1,000,000 per occurrence. Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including symbol 1 (Any Auto) or the exact equivalent. Limits are subject to review, but in no event to be less that $1,000,000 per accident. If Consultant owns no vehicles, this requirement may be satisfied by a non -owned auto endorsement to the general liability policy described above. If Consultant or Consultant's employees will use personal autos in any way on this project, Consultant shall provide evidence of personal auto liability coverage for each such person. Workers Compensation on a state -approved policy form providing statutory benefits as required by law with employer's liability limits no less than $1,000,000 per accident or disease. Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit requirements, shall provide coverage at least as broad as specified for the underlying coverages. Any such coverage provided under an umbrella liability policy shall include a drop down provision providing primary coverage above a maximum $25,000 self-insured retention for liability not covered by primary but covered by the umbrella. Coverage shall be provided on a "pay on behalf basis, with defense costs payable in addition to policy limits. Policy shall contain a provision obligating insurer at the time insured's liability is determined, not requiring actual payment by the insured first. There shall be no cross liability exclusion precluding coverage for claims or suits by one insured against another. Coverage shall be applicable to City for injury to employees of Consultant, subconsultants or others involved in the Work. The scope of coverage provided is subject to approval of City following receipt of proof of insurance as required herein. Limits are subject to review but in no event less than $1,000,000 per occurrence. Professional Liability or Errors and Omissions Insurance as appropriate shall be written on Phil Martin & Associates, Inc. Page 24 of 27 a policy form coverage specifically designed to protect against acts, errors or omissions of the consultant and "Covered Professional Services" as designated in the policy must specifically include work performed under this agreement. The policy limit shall be no less than $1,000,000 per claim and in the aggregate. The policy must "pay on behalf of the insured and must include a provision establishing the insurer's duty to defend. The policy retroactive date shall be on or before the effective date of this agreement. Insurance procured pursuant to these requirements shall be written by insurers that are admitted carriers in the state of California and with an A.M. Bests rating ofA- or better and a minimum financial size VIL General conditions pertaining to provision of insurance coverage by Consultant. Consultant and City agree to the following with respect to insurance provided by Consultant: 1. Consultant agrees to have its insurer endorse the third party general liability coverage required herein to include as additional insureds City, its officials, employees and agents, using standard ISO endorsement No. CG 2010 with an edition prior to 1992. Consultant also agrees to require all contractors, and subcontractors to do likewise. 2. No liability insurance coverage provided to comply with this Agreement shall prohibit Consultant, or Consultant's employees, or agents, from waiving the right of subrogation prior to a loss. Consultant agrees to waive subrogation rights against City regardless of the applicability of any insurance proceeds, and to require all contractors and subcontractors to do likewise. 3. All insurance coverage and limits provided by Contractor and available or applicable to this agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations limits the application of such insurance coverage. 4. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. 5. No liability policy shall contain any provision or definition that would serve to eliminate so-called "third party action over" claims, including any exclusion for bodily injury to an employee of the insured or of any contractor or subcontractor. 6. All coverage types and limits required are subject to approval, modification and additional requirements by the City, as the need arises. Consultant shall not make any reductions in scope of coverage (e.g. elimination of contractual liability or reduction of discovery period) that may affect City's protection without City's prior written consent. 7. Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all of the coverages required and an additional insured endorsement to Consultant's general liability policy, shall be delivered to City at or Phil Martin & Associates, Inc. Page 25 of 27 prior to the execution of this Agreement. In the event such proof of any insurance is not delivered as required, or in the event such insurance is canceled at any time and no replacement coverage is provided, City has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests under this or any other agreement and to pay the premium. Any premium so paid by City shall be charged to and promptly paid by Consultant or deducted from sums due Consultant, at City option. 8. Certificate(s) are to reflect that the insurer will provide 30 days notice to City of any cancellation of coverage. Consultant agrees to require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, or that any party will "endeavor" (as opposed to being required) to comply with the requirements of the certificate. 9. It is acknowledged by the parties of this agreement that all insurance coverage required to be provided by Consultant or any subcontractor, is intended to apply first and on a primary, noncontributing basis in relation to any other insurance or self insurance available to City. 10. Consultant agrees to ensure that subcontractors, and any other party involved with the project who is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with subcontractors and others engaged in the project will be submitted to City for review. 11. Consultant agrees not to self -insure or to use any self-insured retentions or deductibles on any portion of the insurance required herein and further agrees that it will not allow any contractor, subcontractor, Architect, Engineer or other entity or person in any way involved in the performance of work on the project contemplated by this agreement to self -insure its obligations to City. If Consultant's existing coverage includes a deductible or self-insured retention, the deductible or self- insured retention must be declared to the City. At that time the City shall review options with the Consultant, which may include reduction or elimination of the deductible or selfinsured retention, substitution of other coverage, or other solutions. 12. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City will negotiate additional compensation proportional to the increased benefit to City. 13. For purposes of applying insurance coverage only, this Agreement will be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance of or towards performance of this Agreement. Phil Martin & Associates, Inc. Page 26 of 27 14. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non-compliance with any insurance requirement in no way imposes any additional obligations on City nor does it waive any rights hereunder in this or any other regard. 15. Consultant will renew the required coverage annually as long as City, or its employees or agents face an exposure from operations of any type pursuant to this agreement. This obligation applies whether or not the agreement is canceled or terminated for any reason. Termination of this obligation is not effective until City executes a written statement to that effect. 16. Consultant shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A coverage binder or letter from Consultant's insurance agent to this effect is acceptable. A certificate of insurance and/or additional insured endorsement as required in these specifications applicable to the renewing or new coverage must be provided to City within five days of the expiration of the coverages. 17.The provisions of any workers' compensation or similar act will not limit the obligations of Consultant under this agreement. Consultant expressly agrees not to use any statutory immunity defenses under such laws with respect to City, its employees, officials and agents. 18. Requirements of specific coverage features or limits contained in this section are not intended as limitations on coverage, limits or other requirements nor as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all-inclusive. 19.These insurance requirements are intended to be separate and distinct from any other provision in this agreement and are intended by the parties here to be interpreted as such. 20.The requirements in this Section supersede all othersections and provisions of this Agreement to the extent that any other section or provision conflicts with or impairs the provisions of this Section. 21. Consultant agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or Consultant for the cost of additional insurance coverage required by this agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto. Consultant agrees to provide immediate notice to City of any claim or loss against Phil Martin & Associates, Inc. Page 27 of 27 Consultant arising out of the work performed under this agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. Image Manager Page I of 1 A`� CERTIFICATE OF LIABILITY INSURANCE 06M7/2013" THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIE 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), AUTHORIZE[ REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the Certificate holder Is an ADDITIONAL INSURED, the policy(les) most 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 endoreement(s). PRODUCERCT STATE FARM INSURANCE HARLIS CHAVIS, AGENT LIC #0631099 Statefami 22951 LOS ALISOS BLVD, STE 4 MISSION VIEJO, CA92691-2841 NAM' LYNDA CHAVIS OFF MGR PHONEsale901855-8707 a Ne: 4 855-1201 RO RaEss LYNDA.CHAVIS.ITCD STATEFARM.COM INWREPAPI AFFORDING COVERAGE NAIC0 INSURER A: State Farm Mutual Automobile Insurance Company INSURED PHILIP C & CATHIE A MARTIN INSURERS: INSURER C: 22672 BALTAR INSURF1iU: MISSION VIEJO, CA 92691-1705 GEN -L AGGREGATE POLICY UMITAPPLIES PER: PR LOC INSURER E: INSURER F: A INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORI EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE CLAIMS. TO ALL THE INSR LIR ME OF INSURANCEADDL BR POLICY POLICY NUMBER EFF M w M EXP MI LIMITS GENERAL LIABILm' 4COM MERCIALGEMERA-LIABILITY LLAIMS-NADE 1-1OCCURMEDEXP(A,ryene ❑ EACH OCCURRENCE S REMISES Ea Puv s .) S PERSONALSADVINJURY $ GENERALAOOREGATE S GEN -L AGGREGATE POLICY UMITAPPLIES PER: PR LOC PRODUCTS-COMPIOPAGG S A MJIDMONUU 51ILTY ANYAUTO AULOPMEO X SCHEDULED ADTG$ NOTNOS -0NMED HIRED AUTOS AUTOS D12 -9064-028.76H 01128/M10 0412812014PROPERTY°AMA COMS EPPwwnt SINGLE S 7,000,00( BODILY INJURY(Pmpemop S BOOILYINJURY (Pm eaitlmrl S E ,Y RMJEw S S UMOMLLALMO EXCEBSUA9 I OCCUR I CLRIMS. ADE EACH OCCURRENCE S AGGREGATE S DEO I I RETENTIONS S MR KE AND ELIPLOYERB UARIIJTY AWPROPPIETORTgRTNERADfECUTIVE YIN OFFICOMEMBER EXCLUOEDf (Me.. du MKH)URI Ilree,Unable undM RIA TATA- Om- T OEYLEE EL EALH ACCIDENT S E.L DISEASE -FA EMPLOYE s E.L DISEASE-PoLICV -Is DESCRIPTION OF OPERATIONS I LOCATIONS I VEMICLE4 (AMecb ACORD CH. AMUoml Remehe Schadule, It mon NNIMS IF NNEURTi l CITY OF ROSEMEAD 8838 E VALLEY BLVD ROSEMEAD, CA 91770 ACORD 26 (2010105) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IF ACCORDANCE WITH THE POLICY PROVISIONS. ®1988.2010 ACORD CORPORATION. All rights reserve) The ACORD name and logo are registered marks of ACORD 1001486 132649.8 01-23-2( https://sfnet.opr.statefarm.org/im_core/jsps/pages/imageManager.faces 6/7/2013 CITY OF ROSEMEAD PROFESSIONAL SERVICES AGREEMENT 1. PARTIES AND DATE. This Agreement is made and entered into this �;i- of May, 2012 by and between the City of Rosemead, a municipal organization organized under the laws of the State of California with its principal place of business at 8838 E. Valley Blvd., Rosemead, California 91770 ("City") and Phil Martin & Associates, a corportation, with its principal place of business at 3002 Dow Avenue, Suite 520, Tustin, CA 92780 ("Consultant'). City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties." 2. RECITALS. 2.1 Consultant. Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing professional enviormental services to public clients, is licensed in the State of California, and is familiar with the plans of City. 2.2 Project. City desires to engage Consultant to render professional land use and environmental consulting services for the proposed multi -hotel, commercial project known as ('Project') and referred to as the Rosemead Development Complex as set forth in this Agreement. 3. TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional land use and environmental consulting services necessary for the Project ("Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 3.1.2 Term. The term of this Agreement shall be from May , 2012 to January 31, 2013, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. Phil Martin & Associates, Inc Page 2 of 34 3.2 Responsibilities of Consultant. 3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3.2.2 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit "B" attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City. 3.2.4 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the City. The key personnel for performance of this Agreement are as follows: Phil Martin (President). 3.2.5 City's Representative. The City hereby designates City Planner or her designee, to act as its representative for the performance of this Agreement ("City's Representative'). City's Representative shall have the power to act on behalf of the City for all purposes under this Contract. Consultant shall not accept direction or orders from any person other than the City's Representative or his or her designee. Phil Martin & Associates, Inc Page 3 of 34 3.2.6 Consultant's Representative. Consultant hereby designates Phil Martin or his designee, to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his/her best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.2.7 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times. 3.2.8 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. Any employee of the Consultant or its sub -consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project. 3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply Phil Martin & Associates, Inc Page 4 of 34 with such laws, rules or regulations. 3.2.10 Insurance. 3.2.10.1 Time for Compliance. Consultant shall maintain prior to the beginning of and for the direction of this Agreement insurance coverage as specified in Exhibit D attached to and part of this agreement. 3.2.11 Safety. Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Contractor shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.3 Fees and Payments. 3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered underthis Agreement at the rates set forth in Exhibit C attached hereto and incorporated herein by reference. The total compensation shall not exceed one hundred, thirty six thousand, four hundred forty dollars ($136,440) without advance written approval of the City Planner. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement. 3.3.2 Payment of Compensation. Consultant shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. 3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City. 3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of Phil Martin & Associates, Inc Page 5 of 34 this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from City's Representative. 3.3.5 Prevailing Wages. Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 1600, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the Services are being performed as part of an applicable "public works' or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant's principal place of business and at the project site. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 3.4 Accounting Records. 3.4.1 Maintenance and Inspection. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.5 General Provisions. 3.5.1 Termination of Agreement. 3.5.1.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. 3.5.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in Phil Martin & Associates, Inc Page 6 of 34 connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request. 3.5.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: CONSULTANT: Phil Martin & Associates, Inc 3002 Dow Avenue, Suite 520 Tustin, Ca 92780 Attn: Phil Martin City of Rosemead P.O. Box 399 Rosemead, CA 91770 Attn: Sheri Bermejo, Planning Division Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.3 Ownership of Materials and Confidentiality. 3.5.3.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any Phil Martin & Associates, Inc Page 7 of 34 way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 3.5.3.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.5 Attorney's Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all other costs of such action. 3.5.6 Indemnification. Consultant shall defend, indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions or willful misconduct of Consultant, its officials, officers, employees, agents, consultants and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses. Consultant shall defend, at Consultant's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents or volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse City and its directors, officials, officers, employees, agents and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials officers, employees, agents or volunteers. Phil Martin & Associates, Inc Page 8 of 34 3.5.7 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties. 3.5.8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. 3.5.9 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.5.10 City's Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project. 3.5.11 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties. 3.5.12 Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.5.13 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subcontractors of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.5.14 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.15 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.5.16 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. Phil Martin & Associates, Inc Page 9 of 34 3.5.17 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5.18 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicitor secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Consultant further agrees to file, or shall cause its employees or subconsultants to file, a Statement of Economic Interest with the City's Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.5.19 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.5.20 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.5.21 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.5.22 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 3.6 Subcontracting. 3.6.1 Prior Approval Required. Consultant shall not subcontract any portion Phil Martin & Associates, Inc Page 10 of 34 of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. Phil Martin & Associates, Inc Page 11 of 34 CITY OF ROSEMEAD Attest: 3&—oA 0, 1 D� j I loria Molleda City Clerk Approved as to Form: Rachel H. Richman dity Attorney Document3 PHIL MARTIN & ASSOCIATES, INC Name Title: [If Corporation, TWO SIGNATURES, President OR Vice President AND Secretary, AND CORPORATE SEAL OF CONTRACTOR REQUIRED] By: CilGt1/, %%7dhllii[� Name: egfhr,e Title: Phil Martin & Associates, Inc Page 12 of 34 EXHIBIT A SCOPE OF SERVICES Phil Martin & Associates proposes the following work product to prepare the environmental impact report for the project. a. Kick-off Meeting Upon authorization to proceed and signature of a contract, Phil Martin will meet with City staff and the project applicant to discuss the project in detail, develop a schedule to complete the EIR, and obtain the documents requested in this proposal to begin preparation of the EIR. We will also discuss a traffic scope of work with the City's traffic engineer and the traffic consultant to ensure the traffic consultant adequately addresses all City traffic and circulation issues associated with the project. b. Initial Study/Notice of Preparation Approximately two weeks after the kick-off meeting Phil Martin & Associates, Inc. will submit seven (7) hard copies, one (1) electronic/digital copy of the Initial Study Checklist and Notice of Preparation (NOP) for one screen check review. The Initial Study Checklist will include a discussion on how each environmental topic will or will not be impacted by the project. The Initial Study will include a project description, figures showing the location of the project from a regional and local standpoint, the proposed site plan, U.S.G.S. topographic map, an aerial photograph with the project boundary clearly identified, and a list of the environmental disciplines that will be addressed in the EIR. Phil Martin & Associates will incorporate staff's screencheck comments into the Initial Study Checklist and Notice of Preparation and print the required number of copies for mailing and use by the City. Phil Martin & Associates, Inc. will prepare a distribution list of all responsible agencies, individuals, and special interest groups that must receive copies of all documents pursuant to Sections 15096 and 15381 of the CEQA Guidelines, including the Initial Study, NOP, Draft EIR, Notice of Completion, Final EIR, and Notice of Determination. Phil Martin & Associates, Inc. will prepare a distribution list including the names and addresses of all public agencies, individuals and interest groups on file with the City that have requested to be contacted subject to Section 15082 of the CEQA Guidelines and submit the distribution list to City staff for review and approval. Phil Martin & Associates, Inc. will send copies of the Initial Study/Notice of Preparation and all CEQA required documents to the agencies, individuals, interest groups, etc. on the approved distribution list. Phil Martin & Associates, Inc. will print and mail the Initial Study/Notice of Preparation for public review. The Notice of Preparation will describe the project, state the time period to submit written comments and the name, address, and telephone number of the contact person at the City of Rosemead that all correspondence shall be mailed. The Initial Study/Notice of Preparation will be mailed by certified mail and the certified mailing receipts submitted to the City for its records. For the purpose of this proposal, Phil Martin & Associates will provide seven (7) bound hard copies, one (1) unbound reproducible original, and seven (7) printed bound copies of the Initial Study/Notice of Preparation to City staff. In addition, Phil Martin & Associates will provide the City with seven (7) compact disks and either print or produce up to fifteen (15) bound hard copies/compact discs for distribution to the agencies and individuals on the distribution list. A-12 Phil Martin & Associates, Inc Page 13 of 34 c. Scoping Meeting Phil Martin & Associates along with City staff will conduct a scoping meeting approximately two weeks after the Initial Study and Notice of Preparation are mailed for public review. The City will be responsible to secure a location for the scoping meeting and publish a newspaper notice of the time and place of the scoping meeting. The Notice of Preparation that is mailed to the public will include the date and time of the Scoping Meeting. In addition, the newspaper notice stating the availability of the Initial Study will include information on the date, time and place of the Scoping Meeting. Phil Martin will provide the City with the proper language for the public newspaper notice. Phil Martin will conduct the scoping meeting. Phil Martin & Associates, Inc. will provide handouts at the Scoping Meeting including copies of the Initial Study, a chart showing the CEQA process, comment cards, and a list of the issues proposed to be discussed in the EIR. Sample handouts that will be provided at the Scoping Meeting are provided in Appendix A. The comments and concerns expressed at the meeting will be noted. After the meeting, Phil Martin will meet with City staff to discuss the comments received and determine if new environmental impacts that were raised must be included in the EIR. d. Planning Services - General Plan Amendment and Municipal Code Amendment The proposed scope of work for planning services to prepare the text and exhibits necessary for a General Plan Amendment and Municipal Code Amendment for the project is provided below. Debby Linn of Linn & Associates will provide the following planning services as a sub -consultant to Phil Martin & Associates. Project Initiation ➢ Review City of Rosemead General Plan and applicable sections of the City of Rosemead Municipal Code, Title 17 (Zoning). ➢ Attend the project kick-off to: • Review the project application. • Discuss project related issues. Confirm the project direction with regards to the required Amendments. General Plan Amendment (GPA) and Municipal Code Amendment (Code Amendment) Documentation ➢ Prepare an outline of the approach to amending the appropriate sections of the General Plan and Municipal Code. ➢ Review GPA and Code Amendment outline with City staff. ➢ Pursuant to City staff direction, prepare the draft text for a GPA and Code Amendment. ➢ Provide technical support as needed to City staff members preparing General Plan Land Use Map and Zoning Map revisions. ➢ Review draft GPA and Code Amendment text with City staff. ➢ Revise draft GPA and Code Amendment text per City staff comments. ➢ Prepare an electronic "Word" version of subject General Plan and Municipal Code sections incorporating the changes to the GPA and Code Amendments in "track changes" (redlined) format. A-13 Phil Martin & Associates, Inc Page 14 of 34 Public Outreach and Public Hearings ➢ Attend one public outreach meeting and two study sessions with the Planning Commission and City Council as directed by City staff. Provide technical assistance to City staff in preparation for an outreach meeting and make public presentation at the meeting as requested by City staff. ➢ Attend two study sessions with the Planning Commission and City Council; provide technical assistance to City staff as needed in preparation for study sessions; make presentations as requested. ➢ Provide technical assistance to City staff to prepare Planning Commission and City Council public hearing staff reports and public notices. ➢ Attend a total of three public hearings for Planning Commission and City Council review of the project; provide technical support to City staff as needed in preparation for public hearings; make public presentations as requested by City staff. ➢ Prepare electronic copy of Final GPA and Code Amendment documentation pursuant to Planning Commission recommendations and/or City Council action. Prepare Draft EIR Phil Martin & Associates, Inc. will begin preparation of the Draft EIR once the Initial Study and Notice of Preparation are mailed for public review. The City of Rosemead General Plan, General Plan EIR, and other applicable certified environmental documents on file with the City will be referenced to prepare the EIR along with all project related special studies. INTRODUCTION Overview. This section will provide a detailed description of the project, including graphics, to adequately describe the project and the purpose of the EIR. Statutory Authority. This section will cite the sections of CEQA that require the EIR and the section of CEQA to which the EIR must comply. Issues to Be Addressed. This section will list the environmental issues that will be addressed in the EIR based on the Initial Study and responses that are received during the Notice of Preparation review period. Organizations Affiliated With the Project. The Lead Agency, project applicant, specific plan consultant, and environmental consultants' name, address, telephone number and contact person will be listed. Project Alternatives. This section will briefly describe the project alternatives that will be discussed in the EIR and identify the preferred project alternative. Areas of Controversy/Issues to Be Resolved. This section will summarize the issues that were raised by those agencies/individuals responding to the Initial Study/Notice of Preparation and identify the agency/individual that made each comment. Executive Summary. A table will be provided that summarizes the potential project impacts, mitigation measures, and the impacts after incorporation of recommended mitigation measures for each environmental discipline evaluated in the EIR. A-14 Phil Martin & Associates, Inc Page 15 of 34 PROJECT DESCRIPTION Project Location and Boundary. The location of the project site will be accurately described. To aid in the description, a regional map, local vicinity map, U.S.G.S. topographic map as recommended by CEQA and aerial photograph showing the project site and surrounding land uses will be provided. Environmental Setting. This section will describe the setting of the City of Rosemead in general and the project site and the existing development on the site and the areas adjacent to and surrounding the site. Included in the general overview will be information about the population of the City of Rosemead, geographic location in relation to surrounding cities, types of industry, commercial uses, housing, etc. The existing land uses on the site and the area surrounding the site will be described in detail. Color surface level photographs of the site and surrounding land uses will be provided. Project Description. A complete and detailed project description will be provided. All project information including, but not limited to the proposed site plan and other information available from the City and the project applicant will be provided to thoroughly and accurately describe the project. The project description will be referenced as the basis for the CEQA analysis. The Intended Use of This EIR. This section will list and describe in detail the intended use of the EIR and the discretionary approvals the EIR will be referenced in conjunction with the required project approvals. At this time the project entitlements include: 1) zone change; 2) general plan amendment; 3) tentative tract map; 4) two variances; (5) Municipal Code Amendment; (6) a conditional use permit; and (7) a development agreement. ENVIRONMENTAL SETTING, PROJECT IMPACTS, MITIGATION MEASURES, AND UNAVOIDABLE ADVERSE IMPACTS. Based on our understanding of the project and or experience preparing environmental impact reports for similar types of projects we propose the following disciplines be addressed to comply with CEQA. Aesthetics The City of Rosemead General Plan does not identify any designated scenic resources on the site and the State does not have any adopted scenic state highways adjacent to or close proximity to the site. Thus, this section will focus on and analyze the potential aesthetic impacts of the project on the land uses adjacent to and surrounding the site. The existing aesthetic characteristics of the site and surrounding land uses will be described, including the residences of the mobile home parks west and north of the site. Surface level photographs of the site and the surrounding land uses will be provided along with a photo key map to show the aesthetic and visual qualities on the site and the land uses surrounding the site. This section will include an analysis of the potential aesthetic impacts of the project due to the proposed development. The aesthetic analysis will evaluate the visual changes due to the proposed covering of the Alhambra Wash that extends diagonally through the site and how the project may impact the aesthetics of the Wash. Phil Martin & Associates will prepare two photo -simulations of the project as seen from Garvey Avenue and San Gabriel Boulevard. The photo -simulations will show the site if developed as proposed. The level of detail of the photo -simulations will be based on the detail of information provided by the project architect. If available from the architect, cross-sections will show views of the hotels from the adjacent mobile home parks. Building elevations from the architect will show the architecture, design, and color scheme of the A-15 Phil Martin & Associates, Inc Page 16 of 34 hotels, and retail space as seen from Garvey Avenue and San Gabriel Boulevard as well as the adjacent mobile home parks. A conceptual landscape plan will show the proposed plantings and hardscape materials of the project. The aesthetic section of the EIR will compare the architecture, design, and landscape plans to any applicable City design guidelines. A photometric study will be provided to determine the potential lighting impacts of the project to adjacent residents and motorists on Garvey Avenue and San Gabriel Boulevard. The photometric study will show the ]tureens on the properties adjacent to the site to determine if project lighting would impact adjacent residents. Measures to mitigate potential aesthetic impacts will be recommended if required to comply with CEQA. Air Quality Giroux and Associates will prepare an air quality analysis and greenhouse gas emission calculations for the project. Phil Martin & Associates will summarize the air quality and greenhouse gas emission reports in the EIR and attach the full documents in the EIR appendix. The existing air environment will be described in terms of meteorology, local topography affecting pollutant dispersion, and ambient air monitoring data. A summary of current air management efforts that are related to the project will be provided with particular emphasis on the applicable requirements of the 2007 AQMP, and the requirements for air quality assessments identified in the SCAQMD's CEQA Handbook. The sensitive receptor areas within the project vicinity will be identified. The air quality impacts of the project can be divided into the short-term dust generation, local impacts, and long-term regional air pollution increases. Short-term dust and emission generation due to construction activities will be forecasted using the URBEMIS model. If provided by the project applicant, detailed estimates of the potential construction equipment that will be used during project demolition and construction will be referenced to calculate these emissions. Otherwise, conservative estimates of the various required construction activities to determine short-term emissions will be used. The air pollutant emissions generated during project construction will be compared to the SCAQMD Regional and Local Significance Thresholds. Measures to reduce dust generation required by the South Coast Air Quality Management District will be listed in the EIR. Additionally, measures in the 2007 AQMP to control construction activity emissions will be, as applicable, discussed in the air quality report. Long-term operational emissions will be generated by project traffic, combustion of natural gas to heat buildings, operation of landscape equipment, and the use of architectural coatings during building maintenance. The air emissions generated by these sources will be assessed and compared to the SCAQMD Regional and Local Significance Thresholds to determine their significance. Mitigation measures will be recommended to reduce significant long-term operational air quality emissions as much as possible to meet adopted thresholds and comply with CEQA. Greenhouse Gas Assessment The assessment of potential greenhouse gas and climate change impacts by new development is an emerging CEQA topic that is quickly evolving. Giroux and Associates will closely follow the generally accepted analysis methodologies and significance thresholds for greenhouse gas emissions and will apply the most current standards to the project. The CEQA Guidelines and the Initial Study Checklist were recently amended to address the assessment of greenhouse gas impacts and the analysis will be consistent with the Guidelines. However, the Guidelines do not contain specific significance thresholds. On December 5, 2008, the SCAQMD Governing Board adopted an interim greenhouse gas significance threshold for projects where the SCAQMD is lead agency. A-16 Phil Martin & Associates, Inc Page 17 of 34 The adopted threshold uses a tiered approach for determining significance with the most applicable tier being 10,000 metric tons per year emissions screening threshold. The guidance document prepared for the interim threshold also discussed using the threshold for commercial and residential projects. However, there was uncertainty as to the proper screening threshold to be used for these projects, and therefore, the SCAQMD Board did not adopt a threshold for commercial and residential projects. The SCAQMD GHG CEQA Significance Threshold Working Group has been considering appropriate screening thresholds for these types of projects. The emissions screening threshold of 3,000 metric tons per year most recently proposed by the Working Group will be used within the tired threshold approach to assess the potential impacts of the project. The California Attorney General has also provided some recommended guidance. This guidance suggests that most projects will not have a significant impact, but that the cumulative impacts will be significant. It is important for the existing environment section to provide a good background on greenhouse gas generation, the fact that it is a global problem, and to identify on a large-scale basis the major sources of greenhouse gas emissions. This information will be provided in Mestre Greve's greenhouse gas report. Many gases make up the group of pollutants that are believed to contribute to the greenhouse effect. However, carbon dioxide (CO2) is the major pollutant of concern for most greenhouse impacts. The URBEMIS model will be used by MGA to estimate the CO2 emissions from construction activities, vehicular usage, and operational activities. Electrical generation and natural gas combustion emissions will be included in the operational emissions. If specific equipment usage rates are provided by the applicant they will be used to estimate greenhouse gas projections, otherwise general estimates from the URBEMIS model and the SCAQMD CEQA Air Quality Handbook will be used to estimate natural gas and electricity consumption. The need for mitigation measures is an open question at this time. Since there is not any greenhouse gas threshold criterion, there can be no impacts and without impacts there is no need for mitigation. However, a list of possible measures to reduce greenhouse gas emissions as much as feasible will be provided. Energy Pursuant to Public Resources Section 21100(b)(3) and CEQA Guidelines Section 15126.4(a)(1) the EIR will describe feasible measures that could minimize significant adverse energy impacts including where relevant, inefficient and unnecessary consumption of energy. This section will reference Appendix F of the State CEQA Guidelines, which reference advisory direction regarding the analysis of energy impacts. In the spirit of Appendix F, this section will evaluate the energy consuming equipment used during both the construction and operation of the project including total energy requirements, all energy conservation equipment and project design features to reduce energy consumption, etc. This section will highlight any energy efficient features that are proposed by the project applicant to reduce energy consumption. The energy conserving features of the project will be evaluated to determine if the proposed energy conserving features will reduce consumption of non-renewable energy sources as much as feasible. Geology and Soils A preliminary geotechnical report will be prepared by the applicant, which will be reviewed by the City's Geological and Geotechnical Consultants. The geotechnical report will be summarized in the EIR and the full geotechnical report included in the EIR appendix. A-17 Phil Martin & Associates, Inc Page 18 of 34 Because the proj ect site is located in a liquefaction zone, subsurface exploration is required to determine the potential impact of the project by liquefaction. Furthermore, subsurface data is necessary to determine the viable use of pilings for the parking structure to span Alhambra Wash. The geotechnical report will include the following scope of work: • Pertinent published and unpublished geologic and geotechnical reports. • Perform a site reconnaissance visit to mark the location of proposed boring as required by State law (Underground Service Alert). • Five to six hollowstem borings will be excavated across the site and at the proposed bridge abutments. The hollowstem borings will vary in depth from 20 to 50+ feet and surface logged and sampled by an engineering geologist. • The site is located in a State designated Liquefaction Hazard Zone. In order to meet the standard of practice for the area and adequately evaluate the potential impacts of liquefaction, it will be necessary to perform Cone Penetrometer Test (CPT) soundings at various locations across the site. The CPT soundings will vary in depth from 20 to 65+ feet. • The readings from the CPT soundings will be digitized and evaluated. • Material samples will be analyzed. Laboratory tests may include in-situ dry density and moisture content, expansion index, gradation analysis and shear strength. • In order to evaluate infiltration rates of the near surface soils, two double -ring infiltrometer tests (ASTM D3385) will be conducted at the existing surface. • Perform appropriate geotechnical analyses on the data collected. • Collate the accumulated data and analysis and prepare maps and cross-sections for presentation purposes. • Prepare a Geotechnical Report that will present the CPT soundings and boring logs, laboratory test results and conclusions and recommendations for site development. Of primary importance will be the foundation design and the potential impacts of liquefaction. The geology/soils section of the FIR will address potential wind and water soil erosion impacts during construction and the life of the project. Some soil erosion impacts will occur during project construction that could have significant impacts. This proposal also includes, as an option, the preparation of a preliminary grading plan. TKE Engineering will prepare a preliminary grading plan for the project and identify the amount of grading required and whether or not dirt will have to be imported or exported from the site or if grading will be balanced on- site. When required by CEQA, the EIR will include mitigation measures that can be incorporated to reduce wind and water soil erosion and grading impacts to less than significant levels. Hazards and Hazardous Materials The Applicant will submit a Phase I Environmental Site Assessments (ESA). Phil Martin & Associates will summarize the ESA report in the EIR and attach the full report in the FIR appendix. The ESA will identify any known hazardous materials that exist or are suspected to exist on the site or the project area and result in hazard impacts to the project. Information in the Phase I document will be incorporated into the EIR. Mitigation measures, based on the conclusions and recommendations in the Phase I ESA will be incorporated into the EIR to reduce potential hazardous impacts to less than am Phil Martin & Associates, Inc Page 19 of 34 significant to comply with CEQA. Hydrology/Water Quality The applicant will submit both a hydrology report and WQMP. Phil Martin & Associates will summarize the reports in the EIR and attach the full reports in the EIR appendix. The hydrology/water quality analysis section will summarize the information in the hydrology report in terms of the amount of surface water runoff from the site, where the surface will be discharged from the site and the ability of the local storm drain system to accept the quantity of surface water runoff. The Water Quality Management Plan, including Best Management Practices (BMP's), will quantify the treated surface water flow requirements and identify options for surface water treatment solutions to mitigate potential water quality impacts as part of the City's requirement to fulfill requirements for improving the quality of storm water discharges from Small Municipal Separate Storm Sewer System (MS4) operators in accordance with Section 402(p) of the Federal Clean Water Act (CWA). This section will identify the existing storm drain facilities that serve the site along with the existing flood hazards that may affect the site, including whether or not the site is in a 100 -year flood zone. This section will also evaluate potential water quality impacts of the project. This section will identify potential impacts to Alhambra Wash that extends diagonally through the site by the proposed construction of the five -story parking structure. Measures recommended by the County of Los Angeles Department of Public Works necessary to protect the existing improvements to Alhambra Wash will be identified based on information from the County of Los Angeles Department of Public Works. Measures that are required to mitigate surface water quantity and quality impacts and impacts to Alhambra Wash to less than significant levels will be presented as required to comply with CEQA. A-19 Phil Martin & Associates, Inc Page 20 of 34 Land Use The RFP states the project will require the following entitlements: a) Conditional Use Permit; b) Tentative Tract Map; c) Municipal Code Amendment; d) General Plan Amendment; e) Zone Change; f) two Variances; and (f) development agreement. The Rosemead General Plan land use designation for the site is Commercial and the zoning is C-3, Medium Commercial. It is our understanding project proposes a FAR of 1.8, which exceeds the FAR development standard in Rosemead Municipal Code Section 17.112.030(20). As a result, the project will require a general plan amendment and amendment to the Municipal Code to allow a FAR of 2.0. The land use section will discuss the compatibility of the project with the adjacent surrounding land use. This section will also analyze the potential impacts of the requested entitlements and development standards with the existing surrounding land uses. This section will compare development of the site consistent with the existing development standards based on existing zoning and Municipal Code and compare that development to the proposed development. Furthermore, this section will discuss in general terms the effects of the proposed Municipal Code and General Plan Amendments and how the development standards will impact other development in Rosemead with the requested GPA and Municipal Code Amendment. The Land Use section will provide new language and development criteria for the General Plan and Municipal Code Amendments for the requested 2.0 FAR. Debby Linn Associates will work with City staff to develop suitable language for the Land Use Element of the General Plan and Municipal Code to allow the increased FAR. Graphics will be provided to show the height of the development allowed on the site based on the current FAR allowed compared to the project. When applicable, measures will be recommended to reduce land use impacts to less than significant. Noise Giroux and Associates will prepare a noise assessment for the project. Phil Martin & Associates will summarize the noise assessment and attach the complete noise report in the EIR appendix. Giroux and Associates will conduct ambient noise measurements near the project site. Of particular concern are the residences to the west and north. Noise measurements will be conducted at four locations. Giroux and Associates in conjunction with City staff will determine the locations of the four noise measurements. The FHWA highway noise model ("FHWA Highway Traffic Noise Prediction Model," FI -TWA -RD -77-108) will be used in conjunction with the noise measurements to describe existing noise levels in the project vicinity. Community noise standards relevant to this project are contained in the City of Rosemead Noise Element and Noise Ordinance (Chapter 8.36). The City's noise standards will be summarized and their relevance to the project discussed. The potential noise impacts of the project can be divided into short-term construction noise, operational noise impacts on surrounding land uses, and on-site noise compatibility. The noise levels generated during grading and construction activities will be estimated at the nearby sensitive receptors, which are largely the residences west and north of the site. Standard construction equipment noise levels will be used to project the noise levels that will occur at the sensitive receptors. These noise levels will be compared to the requirements contained in the City's Noise Ordinance (Chapter 8.36) as well as the existing ambient conditions. Noise mitigation measures such as temporary sound walls during construction will be considered and recommended, if necessary. The potential noise level impacts due to traffic on the adjacent roadways (Garvey Avenue and San Gabriel Boulevard) on the hotel guests will be assessed in terms of the A-20 Phil Martin & Associates, Inc Page 21 of 34 CNEL noise scale. The increase in traffic noise levels due to the project will also be assessed. Areas that will experience a significant noise increase will be identified. For the project scenario, the absolute noise levels experienced in these areas will then be determined, and the resulting noise impacts discussed. The project is located adjacent to Garvey Avenue and San Gabriel Boulevard and noise from these roadways could impact the hotels. The City's noise/land use compatibility guidelines will be consultedto determine the compatibility and potential on-site noise impacts on the project. The noise analysis will determine if sound insulation will be required to achieve acceptable indoor noise levels due to the location of the residences and hotel adjacent to these two streets. The parking structure could be a significant on-site noise generator. The type of noise that can be generated from a parking structure and impact area residents including tire squeal, car doors slamming, car security alarms, etc. The noise generated from the parking structure will be evaluated to determine if the noise would impact the existing residents closest to the structure. Giroux and Associates will estimate the noise levels generated by the parking structure to the nearest noise sensitive receptors, which are the residents adjacent to and west and north of the site. The resulting noise levels will be compared to ambient conditions and the requirements of the Noise Ordinance to determine whether significant noise impacts will occur. Mitigation measures to reduce potential noise impacts will be provided as necessary to meet the City's Noise Ordinance and comply with CEQA. Public Services and Utilities This section will evaluate the potential impacts of the project on the various public services and utilities that will serve the project. The public services that will be analyzed include police and fire protection, solid waste collection, water, wastewater, electricity, and natural gas. Service letters will be sent to the public agencies to solicit their comments with regards to impacts by the project on their respective service. Information will be provided that identifies the size and location of the existing services/utilities that serve the site and discuss if the existing facilities are adequate of if upgrades and improvements will be required. For the existing utilities that will need to be upgraded or extended to serve the project the EIR will discuss potential impacts to extend or upgrade those utilities. When required to comply with CEQA, mitigation measures will be recommended to reduce potential impacts to less than significant. Transportation/Traffic Stantec will prepare a traffic study for the project. Phil Martin & Associates will summarize the traffic study in the EIR and attached the full traffic report in the EIR appendix. We understand that Stantec's proposed traffic study scope of work must be approved by the City prior to the start of the traffic study. Based on Phil Martin & Associates prior experience in Rosemead and Stantec's extensive traffic analysis experience the following scope of work is proposed, with the understanding the City could modify the scope of work accordingly. Should the City significantly revise the following traffic study scope of work, we reserve the opportunity to revise our traffic study cost accordingly, if warranted. Because the project encompasses two new hotels the traffic study area will be focused along Garvey Avenue from Rosemead Boulevard to Garfield Avenue (a total of six critical signalized intersections) and San Gabriel Boulevard from Garvey Avenue north to and including Valley Boulevard. The San Gabriel Boulevard segment includes three additional signals, two of which are at the SR -60 Freeway. It is our A-21 Phil Martin & Associates, Inc Page 22 of 34 opinion there are a total of nine critical locations where a full Traffic Impact Analysis (TIA) is needed to determine if the project could have a significant impact and if so, to identity and proposed feasible mitigation for any impacted intersections. For the roadway capacity analysis the Los Angeles County Congestion Management Program (CMP) TIA guidelines and procedures will be referenced. These guidelines have been adopted by nearly all cities in Los Angeles County and must be followed to obtain funds available from the sales tax on gasoline. As a result, the CMP TIA methodology will be used for the traffic study for the proposed project. Stantec proposes to take current traffic counts at nine critical intersections. These nine intersections will be confirmed by the City Engineer during its approval of Stantec's traffic study approach. Project traffic impacts to these nine intersections in terms of level of service will be calculated. On-site circulation, parking and site ingress/egress will be evaluated to ensure safe and efficient traffic circulation including movement into and out of the five -story parking structure. Cumulative traffic will also be evaluated to ensure the project will not have significant cumulative traffic impacts. Mitigation measures will be recommended when required to meet City traffic level of service thresholds reduce traffic impacts to less than significant levels to comply with CEQA. Other CEQA Mandated Sections Phil Martin & Associates, Inc. will include all CEQA required sections in the FIR, including a complete discussion of the project alternatives, cumulative impacts, growth -inducing impacts, those effects found not to be significant, significant environmental effects of the proposed project, significant environmental effects which cannot be avoided if the proposed project is implemented, significant irreversible environmental changes which would be involved in the proposed project should it be implemented. A brief description of each CEQA required section is provided below. Project Alternatives As required by Section 15126.6 of the CEQA Guidelines, the EIR will provide a discussion of project alternatives. For the purposes of this proposal the project alternative section will include the "No Project" and two additional alternatives for a total of three project alternatives. This section will discuss the alternatives in a manner to either reduce or eliminate significant environmental effects that are identified in the EIR with development of the proposed project and are feasible to attain most of the basic objectives of the project. The discussion of the project alternatives will not be as detailed as the proposed project. However, the alternative analysis will be detailed to comply with CEQA. Each environmental discipline discussed in the EIR will be discussed in each project alternative. The project alternatives will be selected in conjunction with staff to identify reasonable alternatives to the project. Cumulative Impacts Per CEQA Guidelines Section 15355 this section will provide a discussion of the potential environmental effects that could occur with development of the project in conjunction with other planned and entitled projects in the area, including the compounding of cumulative project impacts. Cumulative project information will be obtained from City staff and include projects that have been A-22 Phil Martin & Associates, Inc Page 23 of 34 entitled but not constructed, projects that are not entitled, but in the planning process, and reasonably foreseeable future projects. The cities adjacent to Rosemead will be contacted to identify any projects within their jurisdiction that should be included in the cumulative impact analysis. A map will be prepared to show the location of the cumulative projects. When required by CEQA, mitigation measures will be recommended to mitigate any cumulative project impacts. Growth Inducing Impacts of the Proposed Project Per CEQA Guidelines Section 15126.2(d) this section will discuss the ways in which the project could foster economic or population growth, either directly or indirectly, in the surrounding environment. This section will also discuss any characteristics of the project that may encourage and facilitate other activities that could significantly affect the environment, either individually or cumulatively. Those Effects Found Not To Be Significant Per CEQA Guidelines Section 15128 the EIR will include a statement that briefly states the reasons that various possible significant effects of a project were determined not to be significant and therefore not discussed in detail in the EIR. This statement will also be included in the Initial Study. The Significant Environmental Effects of the Proposed Project Per CEQA Guidelines Section 15126.2(a) the EIR will identify the significant environmental effects of the project. The discussion will be limited to changes in the existing physical conditions on the site as they exist at the time the NOP was mailed for public review. The direct and indirect significant effects of the project on the environment will be clearly identified and described, giving consideration to both the short- term and long-term effects. The discussion will also include relevant specifics of the area, the resources involved to develop the project, the physical changes, any alterations to the ecological systems on or adjacent to the site, and population changes, health and safety problems caused by the physical changes, and other aspects of the resource base such as water, historical resources, scenic quality, and public services. Significant Irreversible Environmental Changes Which Would be Caused by the Proposed Project Should it be Implemented Per CEQA Guidelines Section 15126.2(b) the EIR will discuss the use of nonrenewable resources during the initial and continued phases of the project may be irreversible since a large commitment of such resources makes removal or nonuse thereafter unlikely. Any irreversible damage that could result from environmental accidents associated with the project will be identified. The irretrievable commitments of resources will be evaluated to assure that such current consumption is justified. Significant Environmental Effects Which Cannot be Avoided if the Proposed Project is Implemented Per CEQA Guidelines Section 15126.2(b) this section will describe any significant impacts, including those which can be mitigated, but not reduced to a level of insignificance. Where there are impacts that cannot be alleviated without imposing an alternative design, their implications and the reasons why the project is being proposed, notwithstanding their effect, will be described. A-23 Phil Martin & Associates, Inc Page 24 of 34 References, Persons and Agencies Contacted and EIR Preparation This section will list all reference documents used to prepare the EIR and all persons, agencies and individuals contacted during preparation of the EIR. Appendices The EIR appendix will include a copy of the Initial Study/Notice of Preparation, Initial Study/NOP comments, Responses to the Draft EIR, and all technical reports. e. SCREEN CHECK DRAFT EIR Once completed, Phil Martin & Associates will submit seven (7) bound hard copies and one (1) electronic/digital copy of the screen check Draft EIR to City staff for review and comment. Phil Martin & Associates will either meet with City staff to discuss their comments/changes or staff can mail their comments to Phil Martin. Phil Martin & Associates will incorporate staff's comments and resubmit seven (7) bound hard copies and one (1) electronic/digital copy for a second screen check review. Staff's final comments, either oral or written, will be incorporated and the Draft EIR will be printed for public distribution and use by the City. f. PRINT AND MAIL DRAFT EIR Phil Martin & Associates, Inc. will print and mail the Draft EIR for a 45 -day public review. Phil Martin & Associates will print seven (7) bound hard copies, one (1) unbound reproducible original and one (1) electronic/digital copy of the Draft EIR for the City. In addition, Phil Martin & Associates will print and mail up to fifteen (15) hard copies and fifteen (15) compact disks of the Draft EIR to those agencies, cities and individuals on the distribution list. g. PREPARE NOTICE OF COMPLETION Phil Martin & Associates will prepare and mail with each Draft EIR a Notice of Completion (NOC) as required by the CEQA Guidelines Section 15085. The notice will also be filed with the County Clerk. h. PREPARE RESPONSE TO COMMENTS AND FINAL EIR After the Draft EIR 45 -day review period, Phil Martin & Associates, Inc. will prepare a Final EIR as required by Section 15089 of the CEQA Guidelines. Phil Martin & Associates will prepare written responses to all comments received to the Draft EIR as required by Public Resources Code Section 21091, sub. (d)(2)(A) and CEQA Guidelines Section 15088. The Response to Comments in conjunction with the Draft EIR will comprise the Final EIR. Once completed, seven (7) bound hard copies, one (1) electronic/digital copy of the Response to Comments will be submitted to City staff for one review and comment. Staff's changes will be incorporated and the Response to Comments will be printed and mailed to the agencies and/or individuals as required by Public Resource Code Section 21092.5 (a) that submitted comments to the Draft EIR at least ten days prior to the scheduled hearing to approve the project and certify the Final EIR. For the purpose A-24 Phil Martin & Associates, Inc Page 25 of 34 of this proposal, Phil Martin & Associates will print fifteen (15) bound hard copies and produce fifteen (15) compact disks of the Response to Comments. i. MITIGATION MONITORING AND REPORTING PROGRAM Phil Martin & Associates will prepare a Mitigation Monitoring and Reporting Plan (MMRP) as required by Public Resources Code Section 21081.6 for those measures that are recommended in the EIR to mitigate potential significant impacts. The Mitigation Monitoring and Reporting Plan will list all mitigation measures presented in the EIR and identify the department and contact person with Rosemead that will be responsible to monitor the implementation of each mitigation measure. Once the MMRP is completed, seven (7) bound copies and one (1) electronic/digital copy will be submitted to staff for review. Staffs comments will be incorporated and seven (7) bound hard copies and one (1) compact disk provided to staff for its use. PUBLIC NOTICES Phil Martin & Associates, Inc. will prepare, file, and mail all CEQA required notices with the appropriate public agency, individuals, etc. The notices that will be prepared include the Notice of Preparation, Notice of Completion, and Notice of Determination. It will be the City's responsibility to publish all CEQA required public notices in the newspaper. k. ATTEND STAFF MEETINGS/PUBLIC HEARINGS Phil Martin & Associates, Inc. has budgeted to attend five (5) project meetings with the City staff either in- house or via conference call at the City's discretion. We have budgeted to attend three (3) public hearings, including Planning Commission and City Council. Phil Martin & Associates will work with staff to develop a work plan for presentation to the Commission and Council that will include a Power Point program of the EIR. Phil Martin will work with staff to jointly prepare staff reports and public hearing notices. Attendance at additional meetings will be based on time and materials. 1. PREPARE DRAFT ORDINANCE AND GENERAL PLAN AMENDMENT Debby Linn Associates will prepare draft ordinances for the Municipal Code and General Plan Amendments and submit copies to City staff for review and comment. Staff comments will be incorporated and revised draft ordinances submitted for use by the City. in. FILE NOTICE OF DETERMINATION/PAY FISH AND GAME FEE Once the Final EIR is certified by the City, Phil Martin & Associates will file a Notice of Determination (NOD) with the County Clerk as required by Section 15094 of the CEQA Guidelines. The day after the project is approved and the Final EIR is certified Phil Martin & Associates will file the NOD with the County Clerk. The City or project applicant shall provide Phil Martin & Associates, Inc. with the appropriate Fish and Game fee for payment along with filing the NOD. Once the NOD is filed and the proper Fish and Game fee paid, there is a 30 -day statute of limitation period the public has to file legal challenges to the Final EIR. If no legal challenges to the adequacy of the Final EIR are filed within this 30 - day period the certification of the Final EIR will be considered final. n. Findings - Optional As required by CEQA Guidelines Section 15091, a public agency is required to prepare Findings to A-25 Phil Martin & Associates, Inc Page 26 of 34 approve or carry out a project for which an EIR has been certified that identifies one or more significant environmental effects of the project. Section 15091 requires that a public agency must make one or more written findings for each of those significant effects, accompanied by a brief explanation of the rationale for each finding. If requested by the City, Phil Martin & Associates will prepare the project Findings using a format acceptable to the City. Once completed, seven (7) hard copies and one (1) electronic/digital copy will be submitted to staff for review. Staff's comments will be incorporated and seven (7) hard copies and one (1) electronic/digital copy submitted to City staff for its use. o. STATEMENT OF OVERRIDING CONSIDERATIONS - OPTIONAL Along with the required Findings, CEQA Guidelines Section 15093 requires the decision-making agency to balance, as applicable, the economic, legal, social, technological, or other benefits, including region -wide or statewide environmental benefits, of a proposed project against its unavoidable environmental risks when determining whether to approve the project. If the specific economic, legal, social, technological, or other benefits, including region -wide or statewide environmental benefits, of a proposed project outweigh the unavoidable adverse environmental effects, the adverse environmental effects may be considered acceptable. If requested by the City and the EIR identifies unavoidable adverse impacts, Phil Martin & Associates will prepare a Statement of Overriding Considerations. We will use a format acceptable to the City and submit seven (7) hard copies and one (1) electronic/digital copy to staff for review. Staff's comments will be incorporated and seven (7) hard copies and one (1) electronic/digital copy submitted to City staff for its use. p. Public Workshop - Optional If requested by the City, Phil Martin & Associates will schedule and conduct a public workshop to present the project to the community. The City will be responsible to secure a location for the public workshop. Phil Martin & Associates will send notices to the property owners within 500 feet of the site of the workshop of the time and place of the workshop. Phil Martin along with the City and project applicant will conduct the workshop. A-26 Phil Martin & Associates, Inc Page 27 of 34 EXHIBIT B SCHEDULE OF SERVICES The schedule and milestones for the preparation of the EIR and General Plan and Municipal Code Amendment changes are presented below. The schedule is based on an anticipated "start date" of April 16, 2012 as presented in the RFP. 1) Start Date - kick-off meeting - April 16, 2012 2) Submit Screen Check Initial Study/Notice of Preparation to City - April 30, 2012 3) Receive staff comments to Initial Study/Notice of Preparation, start Draft GPA and Code Amendment documentation - May 11, 2012 4) Mail Initial Study/Notice of Preparation - May 17, 2012 5) EIR Scoping meeting - May 31, 2012 6) Submit screen check Draft EIR and Draft GPA/Code Amendment to City - June 28, 2012 7) Receive Draft EIR and Draft GPA/Code Amendment screen check comments - July 24, 2012 8) Submit second screen check Draft EIR and Draft GPA/Code Amendment to City - August 9, 2012 9) Receive staff comments to screen check Draft EIR and Draft GPA/Code Amendment - August 20, 2012 10) Mail Draft EIR for public review period and submit Final Draft GPA/Code Amendment document to City for public review - August 27, 2012 11) Draft EIR public review period - August 28, 2012 - October 11, 2012 12) PC and CC GPA/Code Amendment study sessions - September 2012 13) Submit screen check Final EIR (Response to Comments) to City - October 22, 2012 14) Receive staff comments to screen check Final EIR - November 1, 2012 15) Mail Final EIR/Response to Comments and submit Final GPA/Code Amendment documentation for public hearings - November 6, 2012 16) Planning Commission/City Council hearings - November/December 2012 17) Submit Final GPA/Code Amendment documentation to City - December 2012 18) File Notice of Determination with County Clerk - December 2012 Milestones 1) Start Date/Kick-off meeting - April 16, 2012 2) Mail Initial Study/Notice of Preparation - May 17, 2012 3) EIR Scoping Meeting - May 31, 2012 4) Submit screen check Draft EIR and Draft GPA/Code Amendment to City -June 28, 2012 5) Draft EIR public review period - August 28, 2012 - October 11, 2012 6) Submit Final Draft GPA/Code Amendment document to City for public review - August 27, 2012 7) Mail Final EIR/Response to Comments and submit Final GPA/Code Amendment documentation to City for public hearings - November 6, 2012 8) Planning Commission/City Council hearings - November/December 2012 9) File Notice of Determination - December 2012 B-27 Phil Martin & Associates, Inc Page 28 of 34 EXHIBIT C COMPENSATION EIR and General Plan and Municipal Code Amendments Budget W1 a" Kick-off Meeting 4 $600 Initial Study/Planning Study/PlanningServices Prepare and mail Initial Study/Notice of Preparation - Phil Martin 55 $8,250 Scoping Meeting - Phil Martin 6 $900 Direct - printing, mailing, courier $450 Planning Services - Linn & Associates Project initiation 16 $1,760 GPA/Code Amendment preparation 80 $8,800 Public bearin s/stud sessions 63 $6,930 Draft EIR Prepare Draft EIR - Phil Martin 270 $40,500 Traffic Report - Stantec $44,850 Photometric stud - OMB Electrical $3,100 Photo -simulation - Artistic Engineering $2,300 Air Quality/Greenhouse Gas Report/Noise - Giroux & Associates $5,150 Direct - printing, mailing, CDs, courier $600 Final EIR Response to Comments 16 $2,400 Mitigation Monitoring and Reporting Program 4 $600 File CEQA notices 2 $300 Direct Costs - printing, mailing, courier $500 Meetings - 5 staff meetings 15 $2,250 Public Hearings - 3 Planning Commission and City Council 12 $1,800 Total - EIR without Optional Services $132,040. Optional Services Findings 8 $1,200 Statement of Overriding Considerations 8 $1,200 Public Workshop notices, mailings, workshop coordination/presentation 8 $2,000 Total - Optional Services $4,400 Total - EIR with Optional Services $136,440 W1 Phil Martin & Associates, Inc Page 29 of 34 The total not -to exceed fee for Phil Martin & Associates to prepare the EIR and General Plan and Municipal Code language amendments is $136,440 with the optional services. The total not -to exceed fee without optional services is $132,040. C-29 Phil Martin & Associates, Inc Page 30 of 34 EXHIBIT D INSURANCE REQUIREMENTS Prior to the beginning of and throughout the duration of the Work, Consultant will maintain insurance in conformance with the requirements set forth below. Consultant will use existing coverage to comply with these requirements. If that existing coverage does not meet the requirements set forth here, Consultant agrees to amend, supplement orendorse the existing coverage to do so. Consultant acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required. Any insurance proceeds available to City in excess of the limits and coverage required in this agreement and which is applicable to a given loss, will be available to City. Consultant shall provide the following types and amounts of insurance: Commercial General Liability Insurance using Insurance Services Office "Commercial General Liability" policy form CG 00 01 or the exact equivalent. Defense costs must be paid in addition to limits. There shall be no cross liability exclusion for claims or suits by one insured against another. Limits are subject to review but in no event less than $1,000,000 per occurrence. Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including symbol 1 (Any Auto) or the exact equivalent. Limits are subject to review, but in no event to be less that $1,000,000 per accident. If Consultant owns no vehicles, this requirement may be satisfied by a non -owned auto endorsement to the general liability policy described above. If Consultant or Consultant's employees will use personal autos in any way on this project, Consultant shall provide evidence of personal auto liability coverage for each such person. Workers Compensation on a state -approved policy form providing statutory benefits as required by law with employer's liability limits no less than $1,000,000 per accident or disease. Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit requirements, shall provide coverage at least as broad as specified for the underlying coverages. Any such coverage provided under an umbrella liability policy shall include a drop down provision providing primary coverage above a maximum $25,000 self-insured retention for liability not covered by primary but covered by the umbrella. Coverage shall be provided on a "pay on behalf' basis, with defense costs payable in addition to policy limits. Policy shall contain a provision obligating insurer at the time insured's liability is determined, not requiring actual payment by the insured first. There shall be no cross liability exclusion precluding coverage for claims or suits by one insured against another. Coverage shall be applicable to City for injury to employees of Consultant, subconsultants or others involved in the Work. The scope of coverage provided is subject to approval of City following receipt of proof of insurance as required herein. Limits are subject to review but in no event less than $1,000,000 per occurrence. Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of D-30 Phil Martin & Associates, Inc Page 31 of 34 the consultant and "Covered Professional Services" as designated in the policy must specifically include work performed under this agreement. The policy limit shall be no less than $1,000,000 per claim and in the aggregate. The policy must "pay on behalf of the insured and must include a provision establishing the insurer's duty to defend. The policy retroactive date shall be on or before the effective date of this agreement. Insurance procured pursuant to these requirements shall be written by insurers that are admitted carriers in the state of Califomia and with an A.M. Bests rating of A- or better and a minimum financial size VII. General conditions pertaining to provision of insurance coverage by Consultant. Consultant and City agree to the following with respect to insurance provided by Consultant: Consultant agrees to have its insurer endorse the third party general liability coverage required herein to include as additional insureds City, its officials, employees and agents, using standard ISO endorsement No. CG 2010 with an edition prior to 1992. Consultant also agrees to require all contractors, and subcontractors to do likewise. 2. No liability insurance coverage provided to comply with this Agreement shall prohibit Consultant, or Consultant's employees, or agents, from waiving the right of subrogation prior to a loss. Consultant agrees to waive subrogation rights against City regardless of the applicability of any insurance proceeds, and to require all contractors and subcontractors to do likewise. 3. All insurance coverage and limits provided by Contractor and available or applicable to this agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations limits the application of such insurance coverage. 4. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. 5. No liability policy shall contain any provision or definition that would serve to eliminate so-called "third party action over" claims, including any exclusion for bodily injury to an employee of the insured or of any contractor or subcontractor. 6. All coverage types and limits required are subject to approval, modification and additional requirements by the City, as the need arises. Consultant shall not make any reductions in scope of coverage (e.g. elimination of contractual liability or reduction of discovery period) that may affect City's protection without City's prior written consent. 7. Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all of the coverages required and an additional insured endorsement to Consultant's general liability policy, shall be delivered to City at D-31 Phil Martin & Associates, Inc Page 32 of 34 or prior to the execution of this Agreement. In the event such proof of any insurance is not delivered as required, or in the event such insurance is canceled at any time and no replacement coverage is provided, City has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests under this or any other agreement and to pay the premium. Any premium so paid by City shall be charged to and promptly paid by Consultant or deducted from sums due Consultant, at City option. 8. Certificate(s) are to reflect that the insurer will provide 30 days notice to City of any cancellation of coverage. Consultant agrees to require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, or that any party will "endeavor" (as opposed to being required) to comply with the requirements of the certificate. 9. It is acknowledged by the parties of this agreement that all insurance coverage required to be provided by Consultant or any subcontractor, is intended to apply first and on a primary, noncontributing basis in relation to any other insurance or self insurance available to City. 10. Consultant agrees to ensure that subcontractors, and any other party involved with the project who is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with subcontractors and others engaged in the project will be submitted to City for review. 11. Consultant agrees not to self -insure or to use any self-insured retentions or deductibles on any portion of the insurance required herein and further agrees that it will not allow any contractor, subcontractor, Architect, Engineer or other entity or person in any way involved in the performance of work on the project contemplated by this agreement to self -insure its obligations to City. If Consultant's existing coverage includes a deductible or self-insured retention, the deductible or self-insured retention must be declared to the City. At that time the City shall review options with the Consultant, which may include reduction or elimination of the deductible or selfinsured retention, substitution of other coverage, or other solutions. 12. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City will negotiate additional compensation proportional to the increased benefit to City. 13. For purposes of applying insurance coverage only, this Agreement will be deemed to have been executed immediately upon any party hereto taking any D-32 Phil Martin & Associates, Inc Page 33 of 34 steps that can be deemed to be in furtherance of or towards performance of this Agreement. 14. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non-compliance with any insurance requirement in no way imposes any additional obligations on City nor does it waive any rights hereunder in this or any other regard. 15. Consultant will renew the required coverage annually as long as City, or its employees or agents face an exposure from operations of any type pursuant to this agreement. This obligation applies whether or not the agreement is canceled or terminated for any reason. Termination of this obligation is not effective until City executes a written statement to that effect. 16. Consultant shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A coverage binder or letter from Consultant's insurance agent to this effect is acceptable. A certificate of insurance and/or additional insured endorsement as required in these specifications applicable to the renewing or new coverage must be provided to City within five days of the expiration of the coverages. 17. The provisions of any workers' compensation or similar act will not limit the obligations of Consultant under this agreement. Consultant expressly agrees not to use any statutory immunity defenses under such laws with respect to City, its employees, officials and agents. 18. Requirements of specific coverage features or limits contained in this section are not intended as limitations on coverage, limits or other requirements nor as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all- inclusive. 19.These insurance requirements are intended to be separate and distinct from any other provision in this agreement and are intended by the parties here to be interpreted as such. 20. The requirements in this Section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impairs the provisions of this Section. 21. Consultant agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or Consultant for the cost of additional insurance coverage required by this agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these D-33 Phil Martin & Associates, Inc Page 34 of 34 requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto. Consultant agrees to provide immediate notice to City of any claim or loss against Consultant arising out of the work performed under this agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. D-34 A o CERTIFICATE OF LIABILIW INSURANCE DATE(MMRIOA'WY) 04/18/2012 PRODUCER STATE FARM INSURANCE COMPANY 2951 LOS ALISOS, SUITE 4 MISSION VIEJO, CA 92691-2841 4� THIS CE.RTIFICpTE IS ISSUED AS MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER, THIS':- CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE NAIC # INSURED PHILIP C & CATHIE A MARTIN 22672 SALTAR MISSION VIEJO, CA 92691-1705 INSURER A: St;3te Fa KMutual Auto Insurance Company 25178 25178 INSURER 8: TO 00 SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURERC: f 30m' m5R0 INSURER D: POLICY NUMBER INSURER E: "GATE MMIDDIYY COVERAGES 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 WITRRESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT -r0 ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE. LIMITS SHOWN MAY RAVE BEEN REDUCED BY PAID CLAIMS, INSR '0 8838 E VALLEY BLVD POLICY EFFECTIVE POLICY EXPIRATION TO 00 SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE LTR 30m' m5R0 TYPE OF INSURANCE POLICY NUMBER DATEIMMI00/1'Y) "GATE MMIDDIYY LIMITS GENERAL LIABILITY EACH OCCURRENCE S COMMERCIAL GENERAL LIABILITY PRREMISE5 Eaomurreoaa E CLAIMS MADE F-IOCCUR MEO EXP ow mon $ PERSONAL S ADV INJURY 5 GENERAL AGGREGATE S GENLMA7EGATE UMIrAPPUESPEt PRODUCTS. COMPIDPAGG It PRO. POLICY JECT LOC A AUTOMOBILE LIABILITY ANY AUTO D12 -9054 -D28 -75G 04/28/11 04/28/13 COMBINED SINGLE LIN.R Ea axldem) S 1,000,000 BODILY INJURY S (Per Perron) X ALLDYIIIED AUTOS SCHEOULEDAUTOS BODILY INJURY S (Per amdw) HIRED AUTOS NON -OWNED AUTOS PROPERTY DAMAGE S. (Per accident) GARAGE LIABILITY AUTO ONLY -EA ACCIDENT $ OTHER THAN EAACC $ ANY AUTO AUTO ONLY: AGO $ SSIUMBRELLALIABIUTY EACH OCCURRENCE S OCCUR CLAIMS MADE AGGREGATE S nRETENTION S S DEDUCTIBLE S S WORKERS COMPENSATION ANDWC EMPLOYERS' STAN- —0TH - ORYLIMITS ER 'I E.L. EACH ACCIDENT S ANY PROPRIETORIPARTNER/EXECUTNE OFFICER4dEMBER EXCLUDED? ELDISEASE - EA EMPLOYEE S Ifyas tleeaile Pndxr 5PE,IAL PROVISIONS aebw ELDISEASE- POLICY LIMIT IS OTHER L DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT HarIIS Chavis Agent Lic. #0631099 RE: ROSEMEAD DEVELOPMENT COMPLEX 22951 Los Alisos Blvd, Suite 4 Mission Viejo, CA 92691-2841 Bus 949 855 8787 Fax 949 8551201 CERTIFICATE HOLDER CANCELLATION AGURD 25 (20UV08) I ne registration notices mGlcate ownership of lne mains Dy their respective owners IVAOORD CORPORATION 1988, 2007 132849 03-13-2007 All rights reserved SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION CITY OF ROSEMEAD DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL JD 8838 E VALLEY BLVD DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE ROSEMEAD, CA 91770 TO 00 SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE ATTN: SHERI BERMEJO INSURE ,ITS E3 SO EPRESE TA ES. #DTH IZED EN E AGURD 25 (20UV08) I ne registration notices mGlcate ownership of lne mains Dy their respective owners IVAOORD CORPORATION 1988, 2007 132849 03-13-2007 All rights reserved CERTIFICATE OF LIABILITY INSURANCE I DATE Im041791122001212 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(les) must 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 Phone: (080) 5983700 Fax: (380) $9&3703 CONTACT MICHAEL J. HALL & COMPANY NAME: MICHAEL J. HALL &COMPANY PHOE-MHIL NE - —_-- - ----- FAX AlE INSURANCE SERVICES rvo Ea. (360) 598-3700 ac Nn: (360) 598-3703 1966010TH AVENUE N.E. ADDRESS: PRODUCER 18869 POULSBO WA 98370 CUSTOMER Ig Agency Lill' 0792445 INSURER(S) AFFORDING COVERAGE NAICa _ INSURED Phil Martin & Associates, Inc. INSURER , Everest Indomnity Insurance Company 10851 3002 Dow Ave Ste 520 INSURER B Tustin, CA 92780-7250 1 WSURERC , INSURER E INSURERF I ZI A711.9 U] : I"111,11 *4.41 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALLTHE TERMS, E SOFSUCH LICIES. LIMITaLHOWN MAY HAVE BEEN D BY PAID CLAIMS INSR Lia TYPE DFIN$DRANCE ADD'L wsR SUBR ww POLICY POLICY EFF MIMIDDrYYYY1 POLICYEXP MM/o LIMITS _ _ GENERAL LIABILITY _NUMBER EACH OCCURRENCE $ COMMERCIAL GENERAL LIABILITY DAMAGETORENTED $ _ _PREMISES(Ex—xrenw CLAIMS-MADEOCCUR- MED. FXP(Anyone person) $ PERSONAL& ADV INJURY $ GENERALAGGREGATE $ PRODUCTS-COMP/OPAGG $ GEN'LAGGREGATE LIIAITAPPLIES PER: PRO POLICY LOC $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT E (Ea accident) ANY AUTO BODILY INJURY (Per person) $ ALL OWNED AUTOS BODILY INJURY (Per accident) $ SCHEDULED AUTOS PROPERTY DAMAGE ---- -- HIRED AUTOS (Per accident) $ $ NON-01ANEDAUTOS E UMBRELLA LIAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LUIS CLAIMS -MADE DEDUCTIBLE $ $ RETENTION $ _ _ _ WORKERS COMPENSATION-- - WOaTATII- OTH TORY LIMITS $ PND EMPLOYERS' LIABILITY Y,/N ANY PROPMETOWPARTNERIEXECUTIVE E . EACH ACCIDENT $ OFFICERIMEMBER EXCLUDED? F1 N/A - (Mandam,YmNN) E.L. DISEASE -EA EMPLOYEE $ If yet, dss�e DESCRIPTIONnda. DESCRIPTION OF OPERATIONS belmv E.L. DISEASE -POLICY LIMIT $ A Professional Liability: Claims Made Farm EF4ML02051-111 09104171 09104112 $1,000,000 Per Claim RetroDate: Pollution LiabilityOccurrence Farm $2,000,000 Aggregate January 1, 2005 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space is required) Project: Rosemead Development Complex UhKIWIUAIh HOLUhK CANCGLLAI1LN SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Rosemead THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. PO Box 399 Rosemead, CA 91770-0399 AUTHORIZED REPRESENTATIVE Attention: Sheri Bermejo y%o�,y�yd � Y/ Geo Bolle :ORD 25 (2009109) X 1988-2009 ACORD CORPORATION. All rights reserved. The ACORD name and Inan are mnlstemri marks of ACORD zoo CITY OF ROSEMEAD PROFESSIONAL SERVICES AGREEMENT PARTIES AND DATE. This Agreement is made and entered into this 31st day of January, 2012 by and between the City of Rosemead, a municipal organization organized under the laws of the State of California with its principal place of business at 8838 E. Valley Blvd., Rosemead, California 91770 ("City") and Phil Martin & Associates, a corportation, with its principal place of business at 3002 Dow Avenue, Suite 520, Tustin, CA 92780 ("Consultant'). City and Consultant are sometimes individually referred to herein as "Party' and collectively as "Parties." 2. RECITALS. 2.1 Consultant. Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing professional enviormental services to public clients, is licensed in the State of California, and is familiar with the plans of City. 2.2 Project. City desires to engage Consultant to render professional environmental consulting services for the proposed Buddhist Temple ('Project') referred to as General Plan Admendment 11-02, Zone Change 11-02 and Modification 12-01 as set forth in this Agreement. 3. TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional enviormental consulting services necessary for the Project ("Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 3.1.2 Term. The term of this Agreement shall be from January 31, 2012 to April 30, 2012, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. Phil Martin & Associates Page 2 of 22 3.2 Responsibilities of Consultant. 3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3.2.2 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit "B" attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City. 3.2.4 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate ortimely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the City. The key personnel for performance of this Agreement are as follows: Phil Martin (President). 3.2.5 City's Representative. The City hereby designates City Planner or her designee, to act as its representative for the performance of this Agreement ("City's Representative"). City's Representative shall have the power to act on behalf of the City for all purposes under this Contract. Consultant shall not accept direction or orders from Phil Martin & Associates Page 3 of 22 any person other than the City's Representative or his or her designee. 3.2.6 Consultant's Representative. Consultant hereby designates Phil Martin or his/her designee, to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his/her best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and forthe satisfactory coordination of all portions of the Services under this Agreement. 3.2.7 Coordination of Services. Consultant. agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times. 3.2.8 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. Any employee of the Consultant or its sub -consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project. 3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Phil Martin & Associates Page 4 of 22 Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 3.2.10 Insurance. 3.2.10.1 Time for Compliance. Architect shall maintain prior to the beginning of and for the direction of this Agreement insurance coverage as specified in Exhibit D attached to and part of this agreement. 3.2.11 Safety. Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Contractor shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions underwhich the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.3 Fees and Payments. 3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit C attached hereto and incorporated herein by reference. The total compensation shall not exceed fourteen thousand, eight hundred fifty dollars ($14,850) without advance written approval of the City Planner. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement. 3.3.2 Payment of Compensation. Consultant shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. 3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City. 3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, Phil Martin & Associates Page 5 of 22 but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from City's Representative. 3.3.5 Prevailing Wages. Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 1600, et seq., ("Prevailing Wage Laws'), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance' projects. If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant's principal place of business and at the project site. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 3.4 Accounting Records. 3.4.1 Maintenance and Inspection. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.5 General Provisions. 3.5.1 Termination of Agreement. 3.5.1.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. 3.5.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Phil Martin & Associates Page 6 of 22 Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request. 3.5.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: CONSULTANT: Phil Martin & Associates 3002 Dow Avenue, Suite 520 Tustin, Ca 92780 Attn: Phil Martin CITY: City of Rosemead P.O. Box 399 Rosemead, CA 91770 Attn: Sheri Bermejo, Planning Division Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.3 Ownership of Materials and Confidentiality. 3.5.3.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals Phil Martin & Associates Page 7 of 22 other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 3.5.3.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.5 Attorney's Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all other costs of such action. 3.5.6 Indemnification. Consultant shall defend, indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions or willful misconduct of Consultant, its officials, officers, employees, agents, consultants and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses. Consultant shall defend, at Consultant's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents or volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse City and its directors, officials, officers, employees, agents and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance Phil Martin & Associates Page 8 of 22 proceeds, if any, received by the City, its directors, officials officers, employees, agents or volunteers. 3.5.7 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties. 3.5.8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. 3.5.9 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.5. 10 City's Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project. 3.5.11 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties. 3.5.12 Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.5.13 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subcontractors of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.5.14 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.15 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. Phil Martin & Associates Page 9 of 22 3.5.16 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.5.17 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5.18 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicitor secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Consultant further agrees to file, or shall cause its employees or subconsultants to file, a Statement of Economic Interest with the City's Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.5.19 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.5.20 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.5.21 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.5.22 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 3.6 Subcontracting. Phil Martin & Associates Page 10 of 22 3.6.1 Prior Approval Required. Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. Phil Martin & Associates Page 11 of 22 Attest: W-Lla- Gloria Molleda City Clerk I Approved as to Form PHIL MARTIN & ASSOCIATES, INC By Name Title. [If Corporation, TWO SIGNATURES, President OR Vice President AND Secretary, AND CORPORATE SEAL OF CONTRACTOR REQUIRED] Rachel H. Richman By: Name: e1j7h/���//li City Attorney Title: Document3 EXHIBIT A SCOPE OF SERVICES PROJECTAPPROACH The project proposes to demolish an existing 892 square foot one-story single-family residence that is used as a Buddhist Temple to construct a 2,408 single -story Buddhist Temple in its place. The project site totals approximately 0.37 acres (16,362) square feet and has dual land use and zoning designations. The existing land uses on the site include Commercial and Medium Density Residential and the zoning is Parking and Medium Multiple Residential. The project applicant is requesting a general plan amendment and zone change to Medium Density Residential and Medium Multiple Residential (R-2), respectively. The project proposes a total of seventeen (17) parking spaces, which includes two garage spaces and one handicap space, which meets the off-street parking code requirements for Churches pursuant to Rosemead Municipal Code Section 17.84.080(A). Based on the scope of the project and our experience preparing CEQA documents for similar projects, Phil Martin & Associates proposes to prepare a Mitigated Negative Declaration (MND) for the project. Phil Martin will be the Project Manager for the duration of the project. Mr. Martin will be responsible to prepare the Mitigated Negative Declaration, including all coordination necessary with the sub -consultants of the preparation of their special studies, submittal of the MND to City staff, printing and mailing of the MND and Notice of Intent to Adopt a Mitigated Negative Declaration, coordination with staff to ensure all required public notices are published as required by CEQA, and minimize staff time towards preparation of the environmental document. Phil Martin & Associates, Inc. understands the sensitivity of the project, especially with the adjacent residents. Keeping that sensitivity in mind, we propose the following scope of work to prepare a Mitigated Negative Declaration for the project: Kick -Off Meeting Upon authorization to proceed and signature of a contract, Phil Martin will meet with the City of Rosemead staff to discuss the project, finalize a schedule and obtain all documents requested to begin preparation of the Mitigated Negative Declaration. Prepare Mitigated Negative Declaration Within approximately three weeks after the kick-off meeting and receipt of a complete project description, including site plan and all requested documents, Phil Martin & Associates, Inc. will submit a screen check Mitigated Negative Declaration to staff for review. The Mitigated Negative Declaration will follow a format acceptable to the City and include a completed Environmental Checklist Form and written explanations as to how each environmental discipline will or will not be impacted by the project. The MND will include a complete project description, figures showing the location of the project from regional and local standpoints, the proposed site plan, U.S.G.S. topographic map with the project boundary clearly identified, an aerial photograph depicting the site, and color photos of the existing EN uses on the site and surrounding the site. The MND explanations will address and identify all potential environmental issues associated with the project, including traffic and circulation, air quality, noise, photometric study, along with a complete description of all other environmental topics in the Initial Study Checklist. The MND will reflect information gathered during field reconnaissance, research and investigation, various public agency consultation, project information, etc. Phil Martin & Associates, Inc. will prepare a distribution list of all responsible agencies, individuals, and special interest groups that must receive all documents pursuant to CEQA. We will identify the agencies and individuals that are required to be contacted per Sections 15096 and 15381 of the CEQA Guidelines and submit the list to staff for its approval. In addition, staff shall provide Phil Martin & Associates, Inc. with the names and addresses of any individuals, organizations, on file with the City that have requested to be contacted subject to Section 15082 of the CEQA Guidelines. Phil Martin & Associates, Inc. will mail copies of the MND to all agencies, individuals, etc. on the approved distribution list. Phil Martin & Associates, Inc will prepare a Noticed of Intent to Adopt A Mitigated Negative Declaration (NOI) that will be mailed along with the MND. The NO[ will briefly describe the project, state the time period to submit written comments and the name, address, and telephone number of the City contact for all correspondence submitted. The Mitigated Negative Declaration will be mailed by certified mail to all surrounding cities and the Los Angeles County Clerk. All certified mailing receipts will be provided to the City for its records. The MND will fully evaluate and analyze all environmental topics in the Checklist. Due to the potential sensitivity of several topics technical studies will be prepared for the following environmental disciplines and their conclusions included in the MND: Air Quality Giroux & Associates will prepare an air quality analysis for the project. The air quality analysis will focus on the short-term air emissions associated with the demolition of the existing structure and the construction of the proposed Temple. The air emissions that will be generated during project grading/construction and the operation of the parking lot will be compared to air emission significance thresholds to determine potential project impacts. The number of vehicle trips generated by the proposed project is not anticipated to be significantly greater than the current conditions and as a result, the project is not anticipated to exceed any operations air emission thresholds. Due to its small scale, the project is not anticipated to have any short or long-term air emission impacts. If potential air emission impacts are identified, mitigation measures will be developed to reduce significant air quality impacts to less than significant levels to comply with CEQA. Hydrology Study The Request For Proposal states that preliminary grading/drainage plans are undergoing preparation. Once completed, Phil Martin & Associates will incorporate the information into this section of the MND. Along with the grading and drainage plans, a Water Quality Management Plan (WQMP) should be provided to Phil Martin & Associates for incorporation into the MND. For the purpose of this proposal, Phil A-2 Martin & Associates assumes the project applicant will provide a WQMP for incorporation into the MND. Land Use The project site has dual land use and zoning designations. The Request For Proposal states the project will require a general plan amendment and zone change to allow the proposed project, thus the need for the requested general plan amendment and zone change to Medium Density Residential and Medium Multiple Residential (R-2), respectively. This section will include exhibits to show both the existing dual land use and zoning designations and the requested land use and zoning designations. The project will also require a conditional use permit. Rosemead Municipal Code Section 17.112.020.2 states; "Churches or other places used exclusively for religious worship" are permitted in any zone upon the granting of a conditional use permit. Therefore, the project will require a conditional use permit to allow the proposed church use in the requested R-2 residential zone. The Land Use section will discuss whether or not the project is inconsistent with the requested General Plan Medium Density Residential land use designation and applicable goals and policies of the General plan and the City's R-2 zoning. This section will also discuss any "inconsistencies" of the project with the required conditional use permit. If land use, zoning or conditional use permit impacts are identified, mitigation measures to reduce impacts to less than significant will be recommended to comply with CEQA. Lighting and Photometric Study OMB Electrical will prepare a lighting/photometric study to evaluate and determine if project lighting will have any lighting impacts to adjacent land uses and provide adequate on-site safety and security lighting. OMB Electrical is the company that prepared the photometric lighting study that was incorporated in the Mitigated Negative Declaration that Phil Martin & Associates prepared for the First Evangelical Church of San Gabriel Valley parking lot on the Southern California Edison right-of- way in September 2008. The lighting/photometric study will include the following information: (1) a computerized point -by -point calculation and dimensioned site plan that documents the ground level illumination (light level values) for the project driveway/parking lot and a light -trespass diagrammatic analysis; and (2) preparation of a brief written report compiling the study results. The lighting/photometric study will show both the effectiveness of the proposed lighting plan within the project boundary and any proper control required of potential light trespass onto adjacent properties to meet City requirements. Phil Martin & Associates will need the following information from the project applicant in order to prepare the lighting/photometric study: 1) selected lighting fixtures; 2) dimensioned site plan (AutoCAD); 3) details of the proposed boundary walls/fencing/gates; and 4) physical features of property and adjacent properties that may be relevant to the light -trespass evaluation. The lighting/photometric study will not include or address any decorative or special effects lighting such as landscape uplighting, building fagade lighting, illuminated signage, etc. The results of the lighting/photometric study will be integrated into the Aesthetics section of the Mitigated Negated Declaration and any potential lighting impacts of the A-3 project will be identified. Measures to mitigate potential on- or off-site lighting impacts will be recommended as required to comply with CEQA. Noise The demolition of the existing buildings and the construction of the proposed Buddhist Temple will generate noise. Since all construction activities must comply with Rosemead Municipal Code Chapter 8.36.030, which restricts hours of construction and noise level limits, it is not anticipated at this time that the project will have significant construction noise impacts. This section will also describe the anticipated noise levels with the operation of the Temple and the potential noise impacts to the adjacent land uses. The operational noise levels of the project will be identified and compared to noisetland use compatibility guidelines in the City Noise Element. Noise mitigation measures will be recommended as required by CEQA to control and reduce noise levels to less than significant levels. Transportation and Traffic The Request For Proposal states that a traffic analysis is being prepared for the project. Once completed, Phil Martin & Associates will incorporate information from the traffic analysis into the Transportation and Traffic section of the MND. Traffic mitigation measures will be suggested when required to reduce traffic impacts to acceptable levels and comply with CEQA. References This section will list all reference documents used to prepare the Mitigated Negative Declaration. Appendices The MND appendix will include all technical reports referenced for the preparation of the MND. Mitigation Monitoring Plan Phil Martin & Associates, Inc. will prepare a Mitigation Monitoring Plan (MMP) as required by Public Resources Code Section 21081.6 forthose measures in the MND that are recommended to mitigate potential significant impacts. The Mitigation Monitoring Plan will list all mitigation measures in the MND and identify the department and contact person with the City that will be responsible for monitoring the implementation of each mitigation measure. We will follow a format acceptable to the City. Once the MMP is completed, five (5) copies will be submitted to staff for review and comment. Once staff has completed their review we will incorporate comments and submit hard copies to the City. Print and Mail MND Phil Martin & Associates, Inc. will print and mail twenty (20) copies of the Mitigated Negative Declaration to the agencies and individuals on the distribution list per CEQA Guidelines Section 15087. ou Public Notices It will be the City's responsibility to publish all CEQA required public notices in the newspaper including the availability of the Mitigated Negative Declaration and public hearings. Phil Martin & Associates, Inc. will prepare, submit, and record all CEQA require notices with the appropriate public agencies including the Notice of Intent to Adopt a Mitigated Negative Declaration and the Notice of Determination. Attend Public Hearings Phil Martin & Associates, Inc. has budgeted to attend one Planning Commission and one City Council hearing. Attendance at additional public hearings at the request of staff will be billed at our standard billing rates. File Notice of Determination/Pay Fish & Game Fee Phil Martin & Associates will file a Notice of Determination (NOD) with the County Clerk as required by Section 15094 of the CEQA Guidelines the day after the Mitigated Negative Declaration is adopted and the project approved. Along with filing the NOD the proper Fish and Game fee must be paid. The City or project applicant will be required to provide Phil Martin & Associates with a check for payment of the proper Fish and Game fee at the time the NOD is filed. The Fish.and Game fee is not included in the fee of this proposal. After the NOD and proper Fish and Game fee are paid, there is a 30 -day statute of limitation period the public has to file legal challenges to the MND. If no legal challenges to the adequacy of the MND are filed within this 30 -day period the adoption of the MND will be final. Response to Comments — Optional After the Mitigated Negative Declaration public review period ends Phil Martin & Associates, Inc. will prepare written responses to all comments received, if requested by the City. For the purpose of this proposal, Phil Martin &Associates has allocated five (5) hours to respond to comments, which includes time for sub - consultants. Time beyond five hours will be billed on time and materials basis. Three (3) hard copies and one (1) compact disc of the Response to Comments will be submitted to the City for review and comment. The City's changes will be incorporated and copies of the Response to Comments will be printed and mailed to the agencies and/or individuals that submitted comments at least ten days prior to the scheduled hearing to adopt the Mitigated Negative Declaration. Phil Martin & Associates will print and mail five (5) copies of the Response to Comments to commenting parties. A-5 EXHIBIT B SCHEDULE OF SERVICES A timeline to prepare a Mitigated Negative Declaration is shown below and based on a project award date of January 18, 2012. The timeline is based on the timely receipt of all requested project information and screen check reviews by City staff of the required deliverables. A. Kick-off meeting — January 31, 2012 B. Submit Screen Check Mitigated Negative Declaration to City — February 16, 2012 C. Receive staff comments to Mitigated Negative Declaration — February March 1, 2012 D. Incorporate staff comments and mail Mitigated Negative Declaration/Notice of Intent to Adopt a Mitigated Negative Declaration — March 5, 2012 E. Mitigated Negative Declaration Review period — March 6 — March 26, 2012 F. Planning Commission/City Council hearings —April 2012 G. File Notice of Determination —April 2012 M EXHIBIT C COMPENSATION Task Cost Kick off Meeting $300 Printing/Mailing $300 Pre ration of Mitigated Negative Declaration $10,000 Air Qualitv Anal sis $900 Photometric Studv $2,000 Public Hearings 1 Planning Commision/1 Ci Council $600 Sub Total without Option 14,100 Option Response to Comments $750 Total with Option $14,850 C-1 EXHIBIT D INSURANCE REQUIREMENTS Prior to the beginning of and throughout the duration of the Work, Consultant will maintain insurance in conformance with the requirements set forth below. Consultant will use existing coverage to comply with these requirements. If that existing coverage does not meet the requirements set forth here, Consultant agrees to amend, supplement or endorse the existing coverage to do so. Consultant acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required. Any insurance proceeds available to City in excess of the limits and coverage required in this agreement and which is applicable to a given loss, will be available to City. Consultant shall provide the following types and amounts of insurance: Commercial General Liability Insurance using Insurance Services Office "Commercial General Liability" policy form CG 00 01 or the exact equivalent. Defense costs must be paid in addition to limits. There shall be no cross liability exclusion for claims or suits by one insured against another. Limits are subject to review but in no event less than $1,000,000 per occurrence. Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including symbol 1 (Any Auto) or the exact equivalent. Limits are subject to review, but in no event to be less that $1,000,000 per accident. If Consultant owns no vehicles, this requirement may be satisfied by a non -owned auto endorsement to the general liability policy described above. If Consultant or Consultant's employees will use personal autos in any way on this project, Consultant shall provide evidence of personal auto liability coverage for each such person. Workers Compensation on a state -approved policy form providing statutory benefits as required by law with employer's liability limits no less than $1,000,000 per accident or disease. Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit requirements, shall provide coverage at least as broad as specified for the underlying coverages. Any such coverage provided under an umbrella liability policy shall include a drop down provision providing primary coverage above a maximum $25,000 self-insured retention for liability not covered by primary but covered by the umbrella. Coverage shall be provided on a "pay on behalf' basis, with defense costs payable in addition to policy limits. Policy shall contain a provision obligating insurer at the time insured's liability is determined, not requiring actual payment by the insured first. There shall be no cross liability exclusion precluding coverage for claims or suits by one insured against another. Coverage shall be applicable to City for injury to employees of Consultant, subconsultants or others involved in the Work. The scope of coverage provided is subject to approval of City following receipt of proof of insurance as required herein. Limits are subject to review but in no event less than $1,000,000 per occurrence. Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of D-1 the consultant and "Covered Professional Services" as designated in the policy must specifically include work performed under this agreement. The policy limit shall be no less than $1,000,000 per claim and in the aggregate. The policy must "pay on behalf of the insured and must include a provision establishing the insurer's duty to defend. The policy retroactive date shall be on or before the effective date of this agreement. Insurance procured pursuant to these requirements shall be written by insurers that are admitted carriers in the state of California and with an A. M. Bests rating of A- orbetter and a minimum financial size VII. General conditions pertaining to provision of insurance coverage by Consultant. Consultant and City agree to the following with respect to insurance provided by Consultant: 1. Consultant agrees to have its insurer endorse the third party general liability coverage required herein to include as additional insureds City, its officials, employees and agents, using standard ISO endorsement No. CG 2010 with an edition prior to 1992. Consultant also agrees to require all contractors, and subcontractors to do likewise. 2. No liability insurance coverage provided to comply with this Agreement shall prohibit Consultant, or Consultant's employees, or agents, from waiving the right of subrogation prior to a loss. Consultant agrees to waive subrogation rights against City regardless of the applicability of any insurance proceeds, and to require all contractors and subcontractors to do likewise. 3. All insurance coverage and limits provided by Contractor and available or applicable to this agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations limits the application of such insurance coverage. 4. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. 5. No liability policy shall contain any provision or definition that would serve to eliminate so-called "third party action over" claims, including any exclusion for bodily injury to an employee of the insured or of any contractor or subcontractor. 6. All coverage types and limits required are subject to approval, modification and additional requirements by the City, as the need arises. Consultant shall not make any reductions in scope of coverage (e.g. elimination of contractual liability or reduction of discovery period) that may affect City's protection without City's prior written consent. 7. Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all of the coverages required and an additional insured endorsement to Consultant's general liability policy, shall be delivered to City at D-2 or prior to the execution of this Agreement. In the event such proof of any insurance is not delivered as required, or in the event such insurance is canceled at any time and no replacement coverage is provided, City has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests under this or any other agreement and to pay the premium. Any premium so paid by City shall be charged to and promptly paid by Consultant or deducted from sums due Consultant, at City option. 8. Certificate(s) are to reflect that the insurer will provide 30 days notice to City of any cancellation of coverage. Consultant agrees to require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, or that any party will "endeavor" (as opposed to being required) to comply with the requirements of the certificate. 9. It is acknowledged by the parties of this agreement that all insurance coverage required to be provided by Consultant or any subcontractor, is intended to apply first and on a primary, noncontributing basis in relation to any other insurance or self insurance available to City. 10. Consultant agrees to ensure that subcontractors, and any other party involved with the project who is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with subcontractors and others engaged in the project will be submitted to City for review. 11. Consultant agrees not to self -insure or to use any self-insured retentions or deductibles on any portion of the insurance required herein and further agrees that it will not allow any contractor, subcontractor, Architect, Engineer or other entity or person in any way involved in the performance of work on the project contemplated by this agreement to self -insure its obligations to City. If Consultant's existing coverage includes a deductible or self-insured retention, the deductible or self-insured retention must be declared to the City. At that time the City shall review options with the Consultant, which may include reduction or elimination of the deductible or selfinsured retention, substitution of other coverage, or other solutions. 12. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City will negotiate additional compensation proportional to the increased benefit to City. 13. For purposes of applying insurance coverage only, this Agreement will be deemed to have been executed immediately upon any party hereto taking any D-3 steps that can be deemed to be in furtherance of or towards performance of this Agreement. 14. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non-compliance with any insurance requirement in no way imposes any additional obligations on City nor does it waive any rights hereunder in this or any other regard. 15. Consultant will renew the required coverage annually as long as City, or its employees or agents face an exposure from operations of any type pursuant to this agreement. This obligation applies whether or not the agreement is canceled or terminated for any reason. Termination of this obligation is not effective until City executes a written statement to that effect. 16. Consultant shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A coverage binder or letter from Consultant's insurance agent to this effect is acceptable. A certificate of insurance and/or additional insured endorsement as required in these specifications applicable to the renewing or new coverage must be provided to City within five days of the expiration of the coverages. 17. The provisions of any workers' compensation or similar act will not limit the obligations of Consultant under this agreement. Consultant expressly agrees not to use any statutory immunity defenses under such laws with respect to City, its employees, officials and agents. 18. Requirements of specific coverage features or limits contained in this section are not intended as limitations on coverage, limits or other requirements nor as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all- inclusive. 19. These insurance requirements are intended to be separate and distinct from any other provision in this agreement and are intended by the parties here to be interpreted as such. 20. The requirements in this Section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impairs the provisions of this Section. 21. Consultant agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or Consultant for the cost of additional insurance coverage required by this agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these M requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto. Consultant agrees to provide immediate notice to City of any claim or loss against Consultant arising out of the work performed under this agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. D-5 ACS O° CERTIFICATE OF LIABILITY INSURANCE MWDD DAM 01/3120112 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 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 endomement(s). PRODUCER Phone: (360) 5903700 Fax (360) 5983703 OONFACT MICHAEL J. HALL & COMPANY NAME PHONE (360) 598-3700 AX NP: (360) 598.3703 P/ fk E 1: MICHAEL J. HALL & COMPANY AIE INSURANCE SERVICES E-MAIL 1966010TH AVENUE N.E. POULSBO WA 98370 ADDRESS- PRODUCER 18869 CUSTOMERID: INSURERS) AFFORDING COVERAGE NAIC# - Agency Llcil 0792945 INSURED Phil Martin & Associates, Inc. INSURERA Everest Indemnity Insurance Company 10851 3002 Dow Ave Ste 520 INSURERS _ Tustin, CA 92760-7250 INSURERC CLAIMS -MADE 17 OCCUR INSURER D: INSURER INSURER COVERAGES CERTIFICATE NUMBER: 152794 REVISION NUMBER: 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 ALLTHE TERMS, EXCLUSIONSAND L III WITS SHOWN MAY HAVE BEEN RF)UCFn BY PAID CLAIMS INSR LTR TYPE OF INSURANCE ADUL INSR SUBR WVO POLICY NUMBER POLICY EFF MMIDDNYYY POLICY UP MMMWYWY LIMITS GENERAL LIABILITY EACH OCCURRENCE $ COMMERCIAL GENERAL LIABILITY DAMAGETO RENTED $ PREMISES Ee PLTUE n CLAIMS -MADE 17 OCCUR MED. EXP (Any one person) $ PERSONAL B ADV INJURY S GENERAL AGGREGATE S -g. G7T AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ $ POLICY PRO LOC AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) $ ANY AUTO BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ ALL OWNED AUTOS - PROPERTY DAMAGE SCHEDULED AUTOS HIRED AUTOS (Peraccid.nt) $ $ NON -OWNED AUTOS } $ UMBRELLA UAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS UA e CLAIMS -MADE DEDUCTIBLE $ $ RETENTION $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETOWPACLUDEDKELUTIVE TSTATU OTH $ LIMITS E.L. EACH ACCIDENT EACH $ EL DISEASE -EA EMPLOYEE $ (MandaRB,EMBER Excwoeoa NH) (fye..d NIA E. L. DISEASE -POLICY LIMIT $ Byes,RIPTI Nunser ul DESCRIPTION OF OPERATIONS below - A Professional Liability: Claims Made Form EF4ML02051-111 09/04111 09104112 $1,000,000 Per Claim RetroDate: Pollution Liability: Occuuence Farm $2,000,000 Aggregate January 1, 2005 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) Project: Buddhist Temple CERTIFICATE HOLDER CANCELLATION City of Rosemead P.O. Box 399 Rosemead, CA 91770 Attention: Gine Casillas SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. REPRESENTATIVE Sep 28 10 07:51a Phil Martin & Rssociates 7145441964 p.l MAYOR: Gary Taylor MAYORPROTEM: Stnvcn Ly COUNCIL MEMBERS: Sandra Armcnta Margaret Clark Polly Low August 30, 2010 pity of Ros¢m¢ad 8838 E. VALLEY BOULEVARD P.O BOX 399 ROSEMEAD, CALIFORNIA 91770 TELEPHONE (626) 569-2100 FAX (626) 307-9218 Phil Martin & Associates C ' t . _. ��_�__ •.. c r nn3ep'� �W ��l�.N\1�1 UlN\'« VI.2-� Irvine, CA 92612 N , CP\ Re: Certificate of Insurance To Whom It May Concern: It is required that you provide the City of Rosemead with the following updated insurance certificate. Our files indicate that the following certificate(s) will or expired: • Professional Liability: EEA276193327 Exp: 09/04/10 Please forward a corrected certificate to the attention of City Clerk. If you have received this letter in error and have submitted a corrected certificate prior to the date above, or are not longer contracting with the city, please check the bottom portion of this notice and fax to (626) 307-9218. For questions please contact the City Clerk's Office at City of Rosemead 8838 E. Valley Blvd. Rosemead, CA 91770 or by phone at: (626) 569 -2177 - Thank you for your prompt attention to this matter. Sincerely,. ErickatwNe -n.a ndenk Ericka Hernandez Assistant to the City Clerk ❑ Corrected Certificate has been sent 'Company is no longer contracting with the City. D CITY OF ROSEMEAD PROFESSIONAL SERVICES AGREEMENT PARTIES AND DATE. This Agreement is made and entered into this 8th day of December, 2009 by and between the City of Rosemead, a municipal organization organized under the laws of the State of California with its principal place of business at 8838 E. Valley Blvd., Rosemead, California 91770 ("City") and Phil Martin & Associates, a corporation, with its principal place of business at 18551 Von Karman Avenue, Suite 140, Irvine, CA 92612 ("Consultant'). City and Consultant are sometimes individually referred to herein as "Party' and collectively as "Parties." 2. RECITALS. 2.1 Consultant. Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing professional environmental consulting services to public clients, is licensed in the State of California, and is familiar with the plans of City. 2.2 Project. City desires to engage Consultant to render such services for the preparation of an Addendum to the Mitigated Negative Declaration for the Double Tree Hotel expansion project ('Project') as set forth in this Agreement. TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project ("Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 3.1.2 Term. The term of this Agreement shall be from December 8, 2009 to March 31, 2010, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. Phil Martin & Associates, Inc. Page 2 of 19 3.2 Responsibilities of Consultant. 3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3.2.2 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit "B" attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City. 3.2.4 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the City. The key personnel for performance of this Agreement are as follows: Phil Martin (President). 3.2.5 City's Representative. The City hereby designates Principal Planner, or his or her designee, to act as its representative for the performance of this Agreement ("City's Representative"). City's Representative shall have the power to act on behalf of the City for all purposes under this Contract. Consultant shall not accept direction or orders Phil Martin & Associates, Inc. Page 3 of 19 from any person other than the City's Representative or his or her designee. 3.2.6 Consultant's Representative. Consultant hereby designates Phil Martin, or his designee, to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his/her best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.2.7 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times. 3.2.8 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. Any employee . of the Consultant or its sub -consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project. 3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Phil Martin & Associates, Inc. Page 4 of 19 Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 3.2.101nsurance. 3.2.10.1 Time for Compliance. Architect shall maintain prior to the beginning of and for the direction of this Agreement insurance coverage as specified in Exhibit D attached to and part of this agreement. 3.2.11 Safety. Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Contractor shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions underwhich the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.3 Fees and Payments. 3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered underthis Agreement at the rates set forth in Exhibit C attached hereto and incorporated herein by reference. The total compensation shall not exceed six thousand, four hundred fifty dollars ($6,450.00) without advance written approval of the Principal Planner. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement. 3.3.2 Payment of Compensation. Consultant shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. 3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City. 3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, Phil Martin & Associates, Inc. Page 5 of 19 but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from City's Representative. 3.3.5 Prevailing Wages. Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 1600, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant's principal place of business and at the project site. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 3.4 Accounting Records. 3.4.1 Maintenance and Inspection. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.5 General Provisions. 3.5.1 Termination of Agreement. 3.5.1.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. 3.5.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Phil Martin & Associates, Inc. Page 6 of 19 Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request. 3.5.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: CONSULTANT: Phil Martin & Associates. Inc. CITY: 18551 Von Karman Avenue, Suite 140 Irvine, CA 92612 Attn: Phil Martin, President City of Rosemead P.O. Box 399 Rosemead, CA 91770 Attn: Sheri Bermejo, Planning Division Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.3 Ownership of Materials and Confidentiality. 3.5.3.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant uhderthis Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals Phil Martin & Associates, Inc. Page 7 of 19 other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 3.5.3.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.5 Attorney's Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all other costs of such action. 3.5.6 Indemnification. Consultant shall defend, indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any negligent acts, omissions or willful misconduct of Consultant, its officials, officers, employees, agents, consultants and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses. Consultant shall defend, at Consultant's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents or volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents orvolunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse City and its directors, officials, officers, employees, agents and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance Phil Martin & Associates, Inc. Page 8 of 19 proceeds, if any, received by the City, its directors, officials officers, employees, agents or volunteers. 3.5.7 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties. 3.5.8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. 3.5.9 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.5.10 City's Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project. 3.5.11 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties. 3.5.12 Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.5.13 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subcontractors of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.5.14 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.15 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. Phil Martin & Associates, Inc. Page 9 of 19 3.5.16 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.5.17 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5.18 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicitor secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Consultant further agrees to file, or shall cause its employees or subconsultants to file, a Statement of Economic Interest with the City's Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.5.19 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.5.20 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.5.21 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.5.22 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. Phil Martin & Associates, Inc. Page 10 of 19 3.6 Subcontracting. 3.6.1 Prior Approval Required. Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. [signatures on next page] Phil Martin & Associates, Inc. Page 11 of 19 CITY OF ROSEMEAD Attest: 11:�)'of 0'1.0,��� Glofia Molleda City Clerk Approved as to Form: Burk, Williams, & Sorensen, LLP PIPPR MAINZ 02108 Documentl PHIL MARTIN & ASSOCIATES, INC Title��F��U�� [If Corporation, TWO SIGNATURES, President OR Vice President AND Secretary, AND CORPORATE SEAL OF CONTRACTOR REQUIRED] By: ��LGr/ �lir�liYJ Name: Title: *3:Ir1r/_1 SCOPE OF WORK A-1 e MN 3'Issociates, November 19, 2009 Ms. Sheri Bermejo Principal Planner City of Rosemead 8838 East Valley Boulevard Rosemead, CA 91770 RE: Double Tree Hotel - Proposal to Prepare Addendum to Mitigated Negative Declaration Dear Ms. Bermejo: The approval of the Double Tree Hotel expansion project in July 2008 required the project applicant to pay the City of Rosemead the cost to install a traffic signal at the north project entrance prior to the issuance of a building pemut for Phase I. After careful consideration, the City proposes to eliminate this specific project condition of approval. In my opinion the elimination of the traffic signal is a minor technical change and does not meet any e of the conditions described in California Environmental Quality Act (CEQA) Guidelines Section 15162 for the preparation of a Subsequent Mitigated Negative Declaration. Therefore, Phil Martin & Associates recommends the preparation of an Addendum pursuant to CEQA Guidelines Section 15164 to adequately address the circumstances associated with the proposed removal of the condition of approval to construct a traffic signal at the north project entrance. -I his proposal includes a detailed scope of work, fixed fee and preliminary schedule to prepare an Addendum to the adopted Double Tree Hotel Expansion Mitigated Negative Declaration. , a Scope of Work A. PREPARE ADDENDUM Upon authorization to proceed and signature of a contract, Phil Martin & Associates will meet with City staff to discuss the project. Immediately after the meeting we will begin preparation of the Addendum. The Addendum will include a brief description of the approved Double Tree Hotel Expansion project, a discussion of the project condition to construct a traffic signal at the north project entrance for safety purposes, and the reasoning by the City to eliminate the need for a traffic e signal at the north project entrance. The Addendum will rely on the information in the October 20, 18551 Von Karman Avenue, Suite 140 ♦ Irvine. CA 92612 ♦ Phone 949-250-0503 ♦ Fax 949-250-0512 •e 2009 focused traffic analysis prepared by Kunzman Associates, Inc. to support the elimination of the traffic signal at the north project entrance. The Addendum will also include an explanation of the decision not to prepare a subsequent Mitigated Negative Declaration pursuant to CEQA Guidelines Section 15162. The Addendum along with the adopted Double Tree Hotel Expansion Mitigated Negative Declaration will be submitted to the Planning Commission as the appropriate CEQA documentation to support the elimination of the traffic signal installation condition of approval. B. MITIGATION MONITORING AND REPORTING PROGRAM The adopted Mitigation Monitoring and Reporting Plan (MMRP) will be updated to reflect the elimination of the traffic signal at the north project entrance. c C. SCREEN CHECK ADDENDUM Once the Addendum is completed Phil Martin & Associates will submit five (5) copies to staff for review and comment. Staff's comments will be incorporated into the Addendum and copies printed for use by staff and the Planning Commission. D. ADDENDUM Per CEQA Guidelines Section 15164(c) states the Addendum does not have to be circulated for public review. Rather, consistent with Guidelines Section 15164(d), the Addendum will be submitted along with the adopted Double Tree Hotel Expansion Mitigated Negative Declaration to the Rosemead Planning Commission for consideration in order to take action on whether or not to approve to elinvnate the traffic signal at the north project entrance. E. PUBLIC NOTICES I It will be the City's responsibility to provide all required newspaper public notices of the Planning Commission hearing to approve the elimination of the traffic signal at the north project entrance. F. PROJECT COORDINATION AND MEETINGS/PUBLIC HEARINGS ., Phil Martin & Associates has included in its proposal the time to attend two (2) meetings with City staff and one Planning Commission hearing. ' G. FILE NOTICE OF DETERMINATION Phil Martin & Associates will file a Notice of Determination (NOD) with the County Clerk after the Planning Commission hearing as required by Section 15094 of the CEQA Guidelines. City of Rosemead — Double Tree Hotel Expansion Project Addendum Proposal — November 19, 2009 Page 2 H. FEE The proposed fixed fee for Phil Martin & Associates to complete the above scope of work is $6,450.00. This fee includes the preparation of the Addendum, printing costs, attend two staff meetings and one public hearing, and file the Notice of Determination with the County Clerk. 4 I. PRELIMINARY PROJECT SCHEDULE Phil Martin & Associates is prepared to meet the following preliminary schedule. f • Start Date — November 30, 2009 • City staff meeting — December 1, 2009 • Submit Screen Check Addendum to staff — December 10, 2009 e • Receive staff comments to Screen Check Addendum — December 17, 2009 • Planting Commission/City Council hearings — January 2010 • File Notice of Determination —January 2010 . J. PAYMENT Phil Martin & Associates will submit monthly invoices for work completed the previous 30 days. Invoices shall be paid within 30 days from the invoice date for additional work to continue. K. EXCLUSIONS AND PROPOSAL LIMITATIONS This proposal does not include any scope of work that is not specifically identified in the above proposal. Limitations: This proposal is based on a reasonable schedule and the scope of work set forth herein. Changes in `the schedule or scope of work assumptions may result in costs beyond those currently anticipated. Major changes include, but are not limited to: 1. Changes in the project by the City, which cause revisions of printed documentation of plans beyond those covered by the scope of work. 2. Changes in the project, accepted by the City, which cause revisions of the printed documentation or plans or additional processing beyond that covered by the scope of work. " 3. Changes in the schedule by the City beyond the parameters set forth in this proposal. 4. Expansion of the area of study or regulatory activity by the City. 5. Additional planning entitlements, permits, or recordation of maps. 6. Appeal of project determination (e.g. project approval or denial) by a public agency, s other groups, or organizations. If one or more of the above incident occurs, Phil Martin & Associates shall be entitled to negotiate a contract amendment. Actual contract authorization date may cause revisions to the project City of Rosemead — Double Tree Hotel Expansion Project Addendum Proposal — November 19, 2009 Page 3 schedule. Lengthier review periods by the Client or delays for redesign or negotiations, entitle Phil Martin & Associates to re-examine the contract to determine if the costs incurred with the delays r can be accommodated in the fee. If any of the changes described herein occur, Phil Martin & Associates shall inform the City in writing of the status of the proposal. If you have questions or require additional information, please contact me at 949-250-0503. �r Sincerely, .r Phil Martin President Xi s H a City of Rosemead — Double Tree Hotel Expansion Project .addendum Proposal — November 19, 2009 Page 4 r*cn 1r11111-1 INSURANCE REQUIREMENTS Prior to the beginning of and throughout the duration of the Work, Consultant will maintain insurance in conformance with the requirements set forth below. Consultant will use existing coverage to comply with these requirements. If that existing coverage does not meet the requirements set forth here, Consultant agrees to amend, supplement or endorse the existing coverage to do so. Consultant acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required. Any insurance proceeds available to City in excess of the limits and coverage required in this agreement and which is applicable to a given loss, will be available to City. Consultant shall provide the following types and amounts of insurance: [Note: verify minimum limit for each coverage with Risk Manager] Commercial General Liability Insurance using Insurance Services Office "Commercial General Liability" policy form CG 00 01 or the exact equivalent. Defense costs must be paid in addition to limits. There shall be no cross liability exclusion for claims or suits by one insured against another. Limits are subject to review but in no event less than $1,000,000 per occurrence. Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including symbol 1 (Any Auto) or the exact equivalent. Limits are subject to review, but in no event to be less that $1,000,000 per accident. If Consultant owns no vehicles, this requirement may be satisfied by a non -owned auto endorsement to the general liability policy described above. If Consultant or Consultant's employees will use personal autos in any way on this project, Consultant shall provide evidence of personal auto liability coverage for each such person. [Note: may need to delete workers' compensation and employer's liability insurance requirements for certain sole proprietorships, partnerships, or corporations without employees] Workers Compensation on a state -approved policy form providing statutory benefits as required by law with employer's liability limits no less than $1,000,000 per accident or disease. [Note: If the required limits for general liability, auto and employer's liability are $1 million or less, the following paragraph may be omitted.] Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit requirements, shall provide coverage at least as broad as specified for the underlying coverages. Any such coverage provided under an umbrella liability policy shall include a drop down provision providing primary coverage above a maximum $25,000 self-insured retention for liability not covered by primary but covered by the umbrella. Coverage shall be provided on a "pay on behalf' basis, with defense costs payable in addition to policy limits. Policy shall D-1 contain a provision obligating insurer at the time insured's liability is determined, not requiring actual payment by the insured first. There shall be no cross liability exclusion precluding coverage for claims or suits by one insured against another. Coverage shall be applicable to City for injury to employees of Consultant, subconsultants or others involved in the Work. The scope of coverage provided is subject to approval of City following receipt of proof of insurance as required herein. Limits are subject to review but in no event less than $ per occurrence. Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the consultant and "Covered Professional Services" as designated in the policy must specifically include work performed under this agreement. The policy limit shall be no less than $1,000,000 per claim and in the aggregate. The policy must "pay on behalf of the insured and must include a provision establishing the insurer's duty to defend. The policy retroactive date shall be on or before the effective date of this agreement. Insurance procured pursuant to these requirements shall be written by insurers that are admitted carriers in the state of California and with an A.M. Bests rating of A- or better and a minimum financial size Vll. General conditions pertaining to provision of insurance coverage by Consultant. Consultant and City agree to the following with respect to insurance provided by Consultant: 1. Consultant agrees to have its insurer endorse the third party general liability coverage required herein to include as additional insureds City, its officials, employees and agents, using standard ISO endorsement No. CG 2010 with an edition prior to 1992. Consultant also agrees to require all contractors, and subcontractors to do likewise. 2. No liability insurance coverage provided to comply with this Agreement shall prohibit Consultant, or Consultant's employees, or agents, from waiving the right of subrogation prior to a loss. Consultant agrees to waive subrogation rights against City regardless of the applicability of any insurance proceeds, and to require all contractors and subcontractors to do likewise. 3. All insurance coverage and limits provided by Contractor and available or applicable to this agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations limits the application of such insurance coverage. 4. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. 5. No liability policy shall contain any provision or definition that would serve to eliminate so-called "third party action over" claims, including any exclusion for bodily injury to an employee of the insured or of any contractor or subcontractor. D-2 6. All coverage types and limits required are subject to approval, modification and additional requirements by the City, as the need arises. Consultant shall not make any reductions in scope of coverage (e.g. elimination of contractual liability or reduction of discovery period) that may affect City's protection without City's prior written consent. 7. Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all of the coverages required and an additional insured endorsement to Consultant's general liability policy, shall be delivered to City at or prior to the execution of this Agreement. In the event such proof of any insurance is not delivered as required, or in the event such insurance is canceled at any time and no replacement coverage is provided, City has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests under this or any other agreement and to pay the premium. Any premium so paid by City shall be charged to and promptly paid by Consultant or deducted from sums due Consultant, at City option. 8. Certificate(s) are to reflect that the insurer will provide 30 days notice to City of any cancellation of coverage. Consultant agrees to require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, or that any party will "endeavor" (as opposed to being required) to comply with the requirements of the certificate. 9. It is acknowledged by the parties of this agreement that all insurance coverage required to be provided by Consultant or any subcontractor, is intended to apply first and on a primary, noncontributing basis in relation to any other insurance or self insurance available to City. 10. Consultant agrees to ensure that subcontractors, and any other party involved with the project who is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with subcontractors and others engaged in the project will be submitted to City for review. 11. Consultant agrees not to self -insure or to use any self-insured retentions or deductibles on any portion of the insurance required herein and further agrees that it will not allow any contractor, subcontractor, Architect, Engineer or other entity or person in any way involved in the performance of work on the project contemplated by this agreement to self -insure its obligations to City. If Consultant's existing coverage includes a deductible or self-insured retention, the deductible or self-insured retention must be declared to the City. At that time the City shall review options with the Consultant, which may include reduction or D-3 elimination of the deductible or selfinsured retention, substitution of other coverage, or other solutions. 12. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City will negotiate additional compensation proportional to the increased benefit to City. 13. For purposes of applying insurance coverage only, this Agreement will be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance of or towards performance of this Agreement. 14. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to,inform Consultant of non-compliance with any insurance requirement in no way imposes any additional obligations on City nor does it waive any rights hereunder in this or any other regard. 15. Consultant will renew the required coverage annually as long as City, or its employees or agents face an exposure from operations of any type pursuant to this agreement. This obligation applies whether or not the agreement is canceled or terminated for any reason. Termination of this obligation is not effective until City executes a written statement to that effect. 16. Consultant shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A coverage binder or letter from Consultant's insurance agent to this effect is acceptable. A certificate of insurance and/or additional insured endorsement as required in these specifications applicable to the renewing or new coverage must be provided to City within five days of the expiration of the coverages. 17. The provisions of any workers' compensation or similar act will not limit the obligations of Consultant under this agreement. Consultant expressly agrees not to use any statutory immunity defenses under such laws with respect to City, its employees, officials and agents. 18. Requirements of specific coverage features or limits contained in this section are not intended as limitations on coverage, limits or other requirements nor as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all- inclusive. ME 19. These insurance requirements are intended to be separate and distinct from any other provision in this agreement and are intended by the parties here to be interpreted as such. 20. The requirements in this Section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impairs the provisions of this Section. 21. Consultant agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or Consultant for the cost of additional insurance coverage required by this agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto. Consultant agrees to provide immediate notice to City of any claim or loss against Consultant arising out of the work performed under this agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. D-5 ACORD TM CERTIFICATE OF LIABILITY INSURANCE Date1(MMO//DOD [YR) PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION HEFFERNAN PROFESSIONAL PRACTICES License Number: PROFESSIONAL 9 Lice seW. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Numb Avenue, Suite 255 POLICY NUMBER POLICY EFFECTIVEPOLICYEXPIRATION DATE MMIDDIYY Orange, CA 92867 ."' - INSURERS AFFORDING COVERAGE NAIC # INSURED - — INSURER A: Employers Fire Insurance Company20648 INSURER B: Continental Casualty Company20443 Phil Martin & Associates INSURER C: 18551 Von Karman Ave. Ste. 140 NSUR D: HR Irvine, CA 92612 INSUE: Ar FR 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 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. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR ADD'L INSRD TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVEPOLICYEXPIRATION DATE MMIDDIYY GATE MMIDDM' LIMITS A X GENERAL LIABILITY FF2U75060 06/01/09 06/01/10 EACH OCCURRENCE $1,000,000 X COMMERCIAL GENERAL LIABILITY DAMAGE( ERENTED RENTED nca PREMISESSOocu $300,000 MED EXP (ANY ONE PERSON) $5,000 CLAIMS MADE X OCCUR PERSONAL 6 ADV INJURY $1,000,000 GENERALAGGREGATE $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER PRODUCTS - COMPIOP AGG) $2,000,000 POLICY X RJ )ECT LOC A AUTOMOBILE LIABILITY ANY AUTO FF21.115060 06/01/09 06/01/10 COMBINED SINGLE LIMIT (Ea accident) $1,000,000 BODILY INJURY (Per person) $ ALL OWNED AUTOS SCHEDULED AUTOS BODILY INJURY (Per adaden) $ X HIREDAUTOS X NON -OWNED AUTOS .. PROPERTY DAMAGE (Per Acoden) $ - _ GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ ANY AUTO OTHER THAN EA ACC $ AUTO ONLY: AGG $ EXCESSNMBRELIA LIABILITY EACH OCCURRENCE $ OCCUR ❑ CLAIMS MADE AGGREGATE $ $ DEDUCTIBLE $ RETENTION $0 $ WORKERS COMPENSATION AND VJCGTU- OTH EMPLOYERS' LIABILITY TORYTALIMITS ER EL EACH ACCIDENT $ ANY PROPIETORIPARTNERIEXECUTIVE EL DISEASE- POLICY LIMIT $ OFFICERIMEMBER EXCLUDEM EL DISEASE - EA EMPLOYEE $ It yes, descnb under SPECIAL PROVISIONS below OTHER B PROFESSIONAL LIABILITY EEA276193327 09/04/09 09/04/10 PER CLAIM $1,000,000 AGGREGATE $2,000,000 DESCRIPTION OF OPERATIONSILOCATIONSNEHICLES/EXCLUSIONS ADDED BY ENDORSEMENTISPECIAL PROVISIONS Projects as on file with the insured. The City, its officials, employees and agents are named as additional insureds and waiver of subrogation, primary/non-contributory clause applies on general liability policy -see attached endorsement, CERTIFICATE HOLDER CANCELLATION Ten Day Notice for Non -Payment of Premium ACORD 25 (2001/08) ©ACORD CORPORATION 1988 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL 6NG6AVIOR-T6 MAIL 30' DAYS WRITTEN City of RosemeadA;nI NOTICE TOTHE CERTIFICATE HOLDER NAMED TO THE LEFT, RWT FAII URN TO DO 20 SHAW TWIN INSURER ITA ACANTS OR Attn: Sheri Bermejo, Planning Division Rcr,AsccuzwuDsc P.O. Box 399 AUTHORIZED REPRESENTATIVE Rosemead, CA 91770 ACORD 25 (2001/08) ©ACORD CORPORATION 1988 Architects and Engineers Extender Additional Insured Language" The following policy language is from Employers Fire Insurance Company Business Owners Liability Coverage Form G15911 03 05: Form G15911 03 05 Amends the Commercial General Liability Coverage Form: The following are added to Section II — Who is an insured: a. Person or organization required by Written Contract Any person or organization that you agree to add as additional insured under this General Liability coverage Part in a written contract or agreement that is made before, and in effect when, the "bodily injury" or "property damage" occurs or the offense that causes the "personal and advertising injury" is first committed, but only with respect to that person's or organization's liability arising out of your non-professional work for that person or organization. However such person or organization is not an additional insured with respect to any: (1) Bodily Injury", "property damage", or "personal and advertising injury" that does not arise out o (a) Your Negligence: or (b) The negligence of another person or organization for whom you are liable; (2) "Bodily injury: "property damage" or "personal and advertising injury for which such person or organization has assumed liability in a contract or agreement, except for liability for damages that such person or organization would have in the absence of the contract or agreement. (3) "Property Damage" to: (a) Property owned, used or occupied by or loaned or rented to, such person or organization: or (b) Property over which such person or organization is for any purpose exercising physical control: (4) All Professional liability as an architect or engineer arising out of any construction agreement or activities under which any insured or anyone acting on any insured's behalf provides or provided service, advise, expertise or work. Construction includes, but is not limited to, the plan, conception, design, build, construct, assembly, development, safety, erection formation, reconstruct, repair, or in any improvement made to real property. Construction also includes the hiring, supervision or management of these activities. However, this exclusion does not apply to liability arising out of an insured's presence at a jobsite that was not caused by professional activities listed in the above paragraph. Primary & Non -Contributory: This insurance will be considered primary to, and non-contributory with any other insurance issued directly to a person or organization added as an additional insured. Per Project Aggregate: Section III Limits of Insurance is amended by adding the following: The General Aggregate Limit under Section III - Limits of Insurance applies separately to each of "your projects" or each location listed in the location information in the common policy declarations. Separation of Insureds: Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in the Coverage Part to the First Named Insured, this insured applies: a. As if each Named insured were the only Named Insured; and b. Separately to each insured against whom a claim is made or "suit" is brought. Waiver of Subrogation: Transfer of Rights of Recovery Against Other to Us in Section IV — Commercial General Liability Conditions: However, we waive the right of recovery and proceeds we may have against any person or organization that is added as an additional insured, under 1.1.a a. Because of payments we make for "bodily injury", "property damage" or "personal and advertising injury" arising out of "your work" in ongoing operations include or included in the "products -completed operations hazard" and b. Performed under a written contract or agreement that is made before, and in effect when, the "bodily injury" or "property damage' occurs or the offense that causes the "personal and advertising injury' is committed; and c. You specifically agree in such written contract or agreement to waive those rights of recovery and proceeds for such person or organization. NAMED INSURED: Phil Martin & Associates POLICY NUMBER: FF21.115060 AV - AUTHORIZED REPRESENTATIVE 'From Form: G 1591103 05 i CITY OF ROSEMEAD PROFESSIONAL SERVICES AGREEMENT PARTIES AND DATE. This Agreement is made and entered into this 3 day of 30ne , 2008, by and between the City of Rosemead, a municipal organization organized under the laws of the State of California with its principal place of business at 8838 Valley Blvd, Rosemead, California 91770 ("the City") and Phil Martin & Associates, Inc., a California Corporation with its principal place of business at 18551 Von Karman Avenue, Suite 140, Irvine, CA 92612 ("Consultant'). City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties." 2. RECITALS. 2.1 Consultant. Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City of Rosemead on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing professional environmental services to public clients and that is licensed in the State of California, and is familiar with the plans and procedures of City. 2.2 Project. City desires to engage Consultant to render such professional environmental consulting services for the proposed Marshall South Edison Parking Lot ("Project') referred to as Zone Change 05-223 and Conditional Use Permit 05-1034 as set forth in this Agreement. 3. TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental customary work necessary to fully and adequately supply professional environmental consulting services necessary for the Project ("Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto - and incorporated herein by reference, all applicable local, state and federal laws, rules and regulations. 3.1.2 Term. The term of this Agreement shall be from , to the date the City determines the project to be in compliance with applicable environmental regulations, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. 4824-9081-7281 0 Page 2 of 20 3.2 Responsibilities of Consultant. 0 3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. The City retains Consultant on an independent contractor basis and not as an employee. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of the City and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due to such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations in respect to such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3.2.2 Schedule of Services. Consultant shall perform the Services expeditiously, within the terms of this Agreement, and in accordance with the Schedule of Services set forth and attached hereto ("Schedule"). Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with agreement conditions, including the Schedule. In order to facilitate Consultant's conformance with the Schedule, the City shall respond to Consultant's submittals in a timely manner. Upon request of the City, Consultant shall provide a more detailed schedule of work to meet the applicable deadlines as determined by the City. 3.2.3 Conformance to Applicable Requirements. All work prepared by Consultant and/or sub consultants shall be subject to review and approval of the City. 3.2.4 Substitution of Key Personnel. Consultant has presented to the City certain key personnel who will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval from the City. In the event that the City and Consultant cannot agree as to the substitution of key personnel, the City shall be entitled to terminate this Agreement for such cause. Any personnel who fails or refuses to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be immediately and - promptly removed from the Project by the Consultant at the request of the City. 3.2.5 City's Representative. The City of Rosemead hereby designates the City Planner or his/her designee, to act as its representative for the performance of professional environmental consultancy services as set forth in this Agreement ("City's Representative"). City's Representative shall have the power to act on behalf of the City for all purposes under this Contract. Consultant shall not accept direction or orders from any person other than the City's City Planner or his designee. 0 Page 3 of 20 3.2.6 Consultant's Representatives. Consultant hereby designates four sub - consultants to act as its representatives. The sub -consultant team includes: a) Giroux and Associates in charge of preparing the air quality and noise studies; b) OMB Electrical in charge of preparing a photometric study; c) Archaeological Associates in charge of preparing a historical and archaeological records search; d) Pardue, Cornwell &Associates, Inc. engineers in charge of preparing a preliminary hydrology_plan as set forth in this Agreement ("Consultant's Representative"). Consultant's Representatives shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representatives shall supervise and direct the air quality and noise studies services, the photometric study services, the historical and archaeological record search services, and the preliminary hydrology plan services, using his/her best professional skills, knowledge and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of these services under this Agreement. 3.2.7 Coordination of Services. Consultant agrees to work closely with the City staff in the performance of Services and shall be available to the City's staff, consultants and other staff at all reasonable times. 3.2.8 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the profession necessary to perform the Services. Consultant warrants that all employees and subcontractors shall have sufficient skills and experience to perform the Services assigned to them. Finally, Consultant represents that, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. Any employee of the Consultant or its sub -consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, at the request of the City shall be immediately and promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project. 3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, 0 0 Page 4 of 20 employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 3.2.10 Insurance. Without in any way limiting Consultant's liability pursuant to the "Indemnification" paragraph of this Agreement, Consultant will maintain insurance in the amounts and coverages set forth below. 3.2.10.1 Time for Compliance. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the City that the subcontractor has secured all insurance required under this section. 3.2.10.2 Minimum Requirements. Consultant shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Consultant, its agents, representatives, employees or subcontractors. Consultant shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage: (A) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and (3) Workers' Compensation and Employer's Liability: Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. (B) Minimum Limits of Insurance. Consultant shall maintain limits no less than: (1) General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (3) Workers' Compensation and Employer's Liability: Workers' Compensation limits as required by the Labor Code of the State of California. Employer's Liability limits of $1,000,000 per accident for bodily injury or disease. 3.2.10.3 Professional Liability. Consultant shall procure and maintain, and require its sub -consultants to procure and maintain, for a period of five (5) years following completion of the Project, errors and omissions liability insurance appropriate to their profession. Such insurance shall be in an amount not less than $1,000,000 per claim, and shall be endorsed to include contractual liability. 3.2.10.4 Insurance Endorsements. The insurance policies shall Page 5 of 20 contain the following provisions, or Consultant shall provide endorsements on forms supplied or approved by the City to add the following provisions to the insurance policies: (A) General Liability. The general liability policy shall be endorsed to state that: (1) the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insured with respect to the Work or operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with performance of such work; and (2) the insurance coverage shall be primary insurance for the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage. Any insurance or self-insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant's insurance and shall not be called upon to contribute with it in any way. (B) Automobile Liabilitv. The automobile liability policy shall be endorsed to state that: (1) the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insured with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible; and (2) the insurance coverage shall be primary insurance for the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage. Any insurance or self-insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant's insurance and shall not be called upon to contribute with it in any way. (C) Workers' Compensation and Employers Liabilitv Coverage. The insurer shall agree to waive all rights of subrogation against the City, its directors, officials, officers, employees, agents and volunteers for losses paid under the terms of the insurance policy which arise from work performed by the Consultant or sub- contractors. (D) All Coverages. Each insurance policy required by this Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced or canceled except after thirty (30) calendar days prior written notice by Consultant through certified mail, return receipt requested, has been given to the City; and (B) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, - employees, agents and volunteers. 3.2.10.5 Separation of Insureds; No Special Limitations. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents and volunteers. 3.2.10.6 Deductibles and Self -Insurance Retentions. Any Page 6 of 20 deductibles or self-insured retentions must be declared to and approved by the City. Consultant shall guarantee that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured in respect to the City, its directors, officials, officers, employees, agents and volunteers; or (2) the Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 3.2.10.7 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A: VIII, licensed to do business in the state of California, and satisfactory to the City. 3.2.10.8 Verification of Coverage. Consultant shall furnish the City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested. All certificates and endorsements must be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 3.2.11 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and sub -contractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.3 Fees and Payments. 3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement and attached hereto. The total compensation shall not exceed twenty eight thousand, five hundred fifty (28,550) dollars for the Mitigated Negative Declaration (MND) without advance written approval from City's Planning Division. Extra Work maybe authorized and approved by the ` City, and will be compensated at the rates and manner set forth in this Agreement. In no event shall the amounts paid for the total of all Services under this Agreement exceed these amounts without the express authorization/approval of the City. In no event shall City be liable for interest or late charges for any late payments. 3.3.2 Payment of Compensation. Consultant shall submit to the City a monthly itemized statement which indicates work completed and hours of Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided 0 Page 7 of 20 supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. The City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. 3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by the City's Planning Division. 3.3.4 Extra Work. At any time during the term of this Agreement, the City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by the City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from the City's Planning Division. 3.3.5 Prevailing Wages. Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 1600, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. The City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant's principal place of business and at the project site. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 3.4 Audit and Inspection of Records. 3.4.1 Maintenance and Inspection. Consultant shall maintain complete and accurate books and accounting records with respect its work under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of the City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. Page 8 of 20 3.5 General Provisions. 3.5.1 Termination of Agreement. 3.5.1.1 Grounds for Termination. The City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) calendar days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. 3.5.1.2.. Upon receipt of the City's notice of termination, Consultant shall commence and perform, with diligence, all actions necessary on the part of Consultant to effect the termination of this Agreement on the date specified by the City and to minimize the liability of Consultant and the City to third parties as a result of termination. All such actions shall be subject to the prior approval of the City. Such actions shall include, without limitation: 3.5.1.2.1 Halting the performance of all Services and other work under this Agreement on the date(s) and in the manner specified by the City. 3.5.1.2.2 Not placing any further orders or subcontracts for materials, services, equipment or other items. 3.5.1.2. 3 Terminating all existing orders and subcontracts. 3.5.1.2.4 At the City's direction, assigning to the City any or all of Consultant's right, title and interest under the orders and subcontracts terminated. Upon such assignment, the City shall have the right, in its sole discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts. 3.5.1.2.5 Subject to the City's approval, settling all outstanding liabilities and all claims arising out of the termination of orders and subcontracts. 3.5.1.2.6 Completing performance of any services or work that the City designates to be completed prior to the date of termination specified by the City. 3.5.1.2.7 Taking such action as may be necessary, or as the City may direct, for the protection and preservation of any property related to this Agreement which is in the possession of Consultant and in which the City has or may acquire an interest. 3.5.1.3 Within 30 days after the specified termination date, Consultant shall submit to the City an invoice, which shall set forth each of the following as a separate line item: 3.5.1.3.1 The reasonable cost to Consultant, without profit, for all services and other work the City directed Consultant to perform prior to the specified n I� Page 9 of 20 termination date, for which services or work the City has not already tendered payment. Reasonable costs may include a reasonable allowance for actual overhead, not to exceed a total of 10% of Consultant's direct costs for services or other work. Any overhead allowance shall be separately itemized. Consultant may also recover the reasonable cost of preparing the invoice. 3.5.1.3.2 A reasonable allowance for profit on the cost of the services and other work described in the immediately preceding subsection (1), provided that the Consultant can establish, to the satisfaction of the City, that the Consultant would have made a profit had all Services and other work under this Agreement been completed, and provided further, that the profit allowed shall in no event exceed 5% of such cost. 3.5.1.3.3 The reasonable cost to Consultant of handling material or equipment returned to the vendor, delivered to the City or otherwise disposed of as directed by the City. 3.5.1.3.4 A deduction for the cost of materials to be retained by Consultant, amounts realized form the sale of materials and not otherwise recovered by or credited to the City, and any other appropriate credits to the City against the cost of the services or other work. 3.5.1.4 In no event shall the City be liable for costs incurred by Consultant or any of its subcontractors after the termination date specified by the City, except for those costs specifically enumerated and described in the immediately preceding subsection. Such non-recoverable costs include, but are not limited to, anticipated profits, post -termination employee salaries, post -termination administrative expenses or overhead, or any other expense not authorized under the immediately preceding subsection. 3.5.1.5. In arriving at the amount due to Consultant under this Section, the City may deduct: (1) all payments previously made by the City forwork covered by Consultant's final invoice; (2) any claim which the City may have against Consultant in connection with this Agreement; (3) any invoiced costs or expenses excluded pursuant to the immediately preceding subsection; and (4) in instances in which, in the opinion of the City, the cost of any services or other work performed under this Agreement is excessively high due to costs incurred to remedy or replace defected or rejected services or other work, the difference between the invoiced amount and the City's estimate of the reasonable cost of performing the invoiced services or other work in compliance with the requirements of this Agreement.] 3.5.1.6 Effect of Termination. If this Agreement is terminated as provided herein, the City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such documentation and other information within fifteen (15) calendar days from the request date. 3.5.1.7 Additional Services. In the event this Agreement is 0 Page 10 of 20 terminated in whole or in part as provided herein, the City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such address as the respective parties may provide in writing for this purpose: CONSULTANT: Phil Martin & Associates, Inc. 18551 Von Karman Avenue, Suite 140 Irvine, CA 92612 Attn: Phil Martin, President CITY: City of Rosemead 8838 E. Valley Blvd Rosemead, CA 91770. Attn: Matt Everling, City Planner Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.3 Ownership of Materials and Confidentiality. 3.5.3.1 Documents & Data: Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for the City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or work of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant or sub- contractor has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. The City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use is within the purposes intended by this Agreement and shall not be at the City's sole risk. 3.5.3.2 Works for Hire. If, in connection with services performed under this Agreement, Contractor or its subcontractors create artwork, copy, posters, billboards, photographs, videotapes, audiotapes, systems designs, software, reports, diagrams, surveys, blueprints, source codes or any other original works of authorship, such works of authorship shall be works for hire as defined under Title 17 of the United States Code, and all copyrights in such works are the property of the city. If it is ever determined that any works created by Consultant or its subcontractors under this Agreement are not 0 Page 11 of 20 0 works for hire under U.S. law, Consultant hereby assigns all copyrights to such works to the City, and agrees to provide any material and execute any documents necessary to effectuate such assignment. With the approval of the City, Consultant may retain and use copies of such works for reference and as documentation of its experience and capabilities. 3.5.3.3 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of the City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other,similar medium without the prior written consent of the City. 3.5.4 Cooperation: Further Acts. The Parties mentioned in this agreement shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.5 Attorney's Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all other costs of such action. 3.5.6 Indemnification. Consultant shall defend, indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions or willful misconduct of Consultant, its officials, officers, employees, agents, consultants and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses, except where such liability, loss, damage or injury,is the result of the sole negligence or willful misconduct of the City. In addition to Consultant's obligation to indemnify the City, Consultant specifically acknowledges that it has an immediate and independent obligation to defend the City from any claim which actually or potentially falls within this indemnification provision, even if the allegations are or may be groundless, false or fraudulent, which obligations arises at the time such claim is tendered to Consultant by the City and continues at all times thereafter. Consultant shall defend, at Consultant's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of any kind that may be brought or instituted against the City, its directors, officials, officers, employees, agents or volunteers. Consultant shall pay and satisfy any judgment, award or 0 0 Page 12 of 20 decree that may be rendered against the City or its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse the City and its directors, officials, officers, employees, agents and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials, officers, employees, agents or volunteers. 3.5.7 Limitation on Liability of City. CITY'S PAYMENT OBLIGATIONS UNDER THIS AGREEMENT SHALL BE LIMITED TO THE PAYMENT OF THE COMPENSATION PROVIDED FOR IN PARAGRAPH 3.3 OF THIS AGREEMENT. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT SHALL THE CITY BE LIABLE, REGARDLESS OF WHETHER ANY CLAIM IS BASED ON CONTRACT OR TORT, FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT OR INCIDENTAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES PERFORMED IN CONNECTION WITH THIS AGREEMENT. 3.5.8 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified in writing and signed by both parties. 3.5.9 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. 3.5.10 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.5.11 City's Right to Employ Other Consultants. The City reserves the right to employ other consultants in connection with this Project. 3.5.12 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties. 3.5.13 Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so without the City's consent shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.5.14 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subcontractors of Consultant, except as otherwise specified in this Agreement. Ll Page 13 of 20 n ru Agreement. All references to the City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or, describe the scope, content, or intent of this Agreement. 3.5.15 Amendment: Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.16 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.5.17 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.5.18 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5.19 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Consultant further agrees to file, or shall cause its employees or sub consultants to file, a Statement of Economic Interest with the City's Filing Officer as required understate law in the performance of the Services. For breach or violation of this warranty, the City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.5.20 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with any applicable City minority business enterprise program, affirmative action plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.5.21 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with 1P, Page 14 of 20 such provisions before commencing the performance of the Services. 3.5.22 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.5.23 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 3.5.24. Survival. The following provisions will survive any termination or expiration of this Agreement Paragraphs 3.2.10, 3.5.3 (including all subparagraphs) 3 5 4 3.5.5 3.5.6 3.5.7, 3.5.8 and 3.5.9. 3.6 Subcontracting. 3.6.1 Prior Approval Required. Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of the City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. CITY O OSEM D BY:� Oliver Chi City Manager Attest: B: 1''n Gloria Molleda City Clerk Approved as to Form: By: Jo ph Monte City Attorney PTIN ',ASS CIATES, INC. Y: B Phil Martin President 0 Page 15 of 20 EXHIBIT A PROJECT APPROACH 0 The project proposes to construct a paved parking lot within an existing Southern California Edison power line right-of-way easement to provide overflowing parking for the First Evangelical Church of San Gabriel Valley. The project proposes to pave approximately 2.57 acres of Edison right-of-way to provide 148 parking spaces (145 standard/3 handicap) for church overflow parking. Other proposed parking lot improvements include the construction of a three foot split face block wall along the project frontage on Marshall Street, landscaping along the project frontage on Marshall Street and along the entire length of the existing 6 foot block wall along the east and west sides of the easement, six-inch rolled curb throughout the parking lot to protect Edison suspension towers and landscaping, a passenger shelter, a six-foot wrought iron fence with gates along the southern boundary of the parking lot to allow Edison and emergency vehicle access through the existing nursery from Olney Street to the south, and 22 light poles. Phil Martin will be the Project Manager for the duration of the project. Mr. Martin will be responsible to prepare the Mitigated Negative Declaration, including all coordination necessary with the sub -consultants of the preparation of their special studies, submittal of the MND to city staff, printing and mailing of the MND and Notice of Intent to Adopt a Mitigated Negative Declaration, coordination with staff to ensure all required public notices are published as required by CEQA, and minimize staff time towards preparation of the environmental document. Phil Martin & Associates, Inc. understands the sensitivity of the project, especially with the Rosemead School District. Keeping that sensitivity in mind, we propose the following scope of work to prepare a Mitigated Negative Declaration for the project: II. SCOPE OF WORK A. Kick -Off Meeting Upon authorization to proceed and signature of a contract, Phil Martin will meet with the City of Rosemead staff to discuss the project, finalize a schedule and obtain all documents requested to begin preparation of the Initial Study Checklist/Mitigated Negative Declaration. B. Prepare Initial Study and Notice of Preparation Within approximately three weeks after the kick-off meeting and receipt of a complete project description, including site plan and all requested documents, Phil Martin & Associates, Inc. will submit a screen check Mitigated Negative Declaration for review. The Mitigated Negative Declaration will follow a format acceptable to the 0 Page 16 of 20 0 the City and include a completed Environmental Checklist Form and written explanations as to how each environmental discipline will or will not be impacted by the project. The MND will include a complete project description, figures showing the location of the project from regional and local standpoints, the proposed site plan, U.S.G.S. topographic map with the project boundary clearly identified, an aerial photograph depicting the site, and site photos. The MND explanations will address and identify all potential environmental issues associated with the project, including traffic and circulation, air quality, noise, photometric study, a preliminary hydrology plan along with a complete description of all other environmental topics in the Initial Study Checklist. The MND will reflect information gathered during field reconnaissance, research and investigation, various public agency consultation, project information, etc. Phil Martin & Associates, Inc. will prepare a distribution list of all responsible agencies, individuals, and special interest groups that must receive all documents pursuant to CEQA. We will identify the agencies and individuals that are required to be contacted per Sections 15096 and 15381 of the CEQA Guidelines and submit the list to staff for its approval. In addition, staff shall provide Phil Martin & Associates, Inc. with the names and addresses of any individuals, organizations, on file with the City that have requested to be contacted subject to Section 15082 of the CEQA Guidelines and commented on the previous Initial Study/Negative Declaration that was previously prepared. Phil Martin & Associates, Inc. will mail copies of the MND to all agencies, individuals, etc. on the approved distribution list. Phil Martin & Associates, Inc will prepare a Noticed of Intent to Adopt A Mitigated Negative Declaration (NO]) that will be mailed along with the MND. The NOI will briefly describe the project, state the time period to submit written comments and the name, address, and telephone number of the City contact for all correspondence submitted. The Initial Study/Notice of Preparation will be mailed by certified mail to all surrounding cities, Southern California Edison, County of Los Angeles, and the Los Angeles County Clerk. All certified mailing receipts will be provided to the City for its records. The MND will fully evaluate and analyze all environmental topics in the Checklist. Due to the potential sensitivity of several topics technical studies will be prepared for the following environmental disciplines and their conclusions included in the MND: Air Quality Giroux & Associates will prepare an air quality analysis for the project. The air quality analysis will focus on the short-term air emissions generated during project construction. The air emissions that will be generated during project grading/construction and the operation of the parking lot will be compared to air emission significance thresholds to determine potential project impacts. Long-term emissions will be generated by the cars that will park in the parking lot and the shuttle bus that will carry people to and from the church. The motor vehicle E Page 17 of 20 E vehicle emissions will be assessed and compared to SCAQMD significance thresholds to potential regional air quality impacts. If required by CEQA, mitigation measures will be developed to reduce significant air quality impacts. Historical Survey Although no historical or archaeological resources are anticipated to occur on the site due to previous disturbance by SCE, Archaeological. Associates will conduct a records search to determine if there are any recorded historical or archaeological sites on the property. In addition, a walk -over of the site will be conducted for visible presence of any resources, which is unlikely since the site has been disturbed by SCE and the existing nursery. Archaeological Associates will prepare a report that will be incorporated into the MND. Hydrology Study PCA Engineering will prepare a preliminary hydrology plan and Water Quality Management Plan (WQMP) that depicts the direction and quantity of flow under both the existing and proposed conditions. The plan will quantify the treated flow requirement, assuming no on-site retention, and propose treatment devices that meet water quality discharge requirements. Existing topography will be required to prepare a base hydrology map and we assume the project engineer will be able to provide us with the existing topography. However, if the existing topography cannot be provided to us there will be an additional cost to complete the field topography survey necessary to prepare a base hydrology map. The preliminary hydrology plan and WQMP will be incorporated into the MND. Noise Giroux & Associates will prepare a noise assessment to evaluate the construction and operational noise impacts of the project and compare those estimated noise levels to the city's noise thresholds. The noise report will analyze the potential noise impact to the residents adjacent to the site. Community noise standards relevant to this project are contained in the City of Rosemead Noise Element and Noise Ordinance. Standards for the City of Rosemead will be summarized and their relevance to the project discussed. The project noise impacts can be divided into short-term construction and operational noise impacts. The types of construction equipment that will likely be used and the duration of construction will be identified. The existing noise sensitive land uses in the immediate project vicinity that will be addressed specifically include the residents adjacent to the Edison right-of-way and the public school that is adjacent to the church. Areas that will experience a significant noise increase will be identified. Traffic noise from cars entering and leaving the parking lot, the movement of the shuttle bus, etc. will be assessed for compatibility with the adjacent residences and the existing public school. Noise levels within the project area will be determined and compared to noise/land use compatibility guidelines in the City 0 Page 18 of 20 E the City Noise Element. Mitigation will be provided as required by CEQA to control noise impacts. Photometric Study OMB Electrical will prepare a photometric study (Study) of the proposed lighting plan to confirm both the effectiveness of lighting performance within the property boundaries and the proper control of potential light trespass onto adjacent properties. The photometric study will include computerized modeling and analysis of the outdoor pole -mounted luminaries proposed for installation in order to determine lighting level and distribution at ground level in terms of industry -standard foot-candle and maximum/minimum ratios, respectively. The Study will also include diagrammatic information such as dimensioned elevation views in orderto verify the effectiveness of light trespass mitigation measures such as light pole placement, selection of specific luminaries intensity distributions, and installation of luminaire shield accessories. Measures to mitigate light impacts to meet City lighting requirements and minimize lighting that is not directed within the property boundaries will be recommended, if required. The manufacture of the proposed light poles will be needed to accurately estimate the potential off-site lighting impacts of the project. Transportation and Traffic Phil Martin & Associates will incorporate information from the KOA Corporation traffic study. Phil Martin & Associates will not prepare a traffic study for the project, but reference KOA's updated traffic report. Mitigation measures will be suggested when required to reduce traffic impacts to acceptable levels. C. References This section will list all reference documents used to prepare.the Mitigated Negative Declaration. D. Appendices An appendix to the MND will include a copy of all technical reports referenced during preparation of the MND. E. Mitigation Monitoring Plan Phil Martin & Associates, Inc. will prepare a Mitigation Monitoring Plan (MMP) as required by Public Resources Code Section 21081.6 for those measures in the MND that are recommended to mitigate potential significant impacts. The Mitigation Monitoring Plan will list all mitigation measures presented in the MND and identify the department and contact person with the City that will be responsible for monitoring the implementation of each mitigation measure. We will follow a format acceptable to the City: Once the MMP is completed, we will submit the document to 0 0 Page 19 of 20 the document to staff for review and comment. Once staff has completed their review we will incorporate comments and submit hard copies to the City. F. Print and Mail MND Phil Martin & Associates, Inc. will individuals on the distribution list Guidelines. In addition, a MND will CEQA. G. Public Notices print and mail the MND to the agencies and as required by Section 15087 of the CEQA be mailed to the County Clerk as required by It will be the City's responsibility to publish all CEQA required public notices in the newspaper including the availability of the MND and public hearings to adopt the MND. Phil Martin & Associates, Inc. will prepare, submit, and record all CEQA require notices with the appropriate public agencies including the Notice of Intent to Adopt a Mitigated Negative Declaration and Notice of Determination. H. Attend Public Hearings Phil Martin & Associates, Inc. has budgeted to attend one Planning Commission and one City Council hearing. Attendance at additional public hearings at the request of staff will be extra and billed at our standard billing rates. I. File Notice of Determination/Pay Fish & Game Fee Phil Martin & Associates will file a Notice of Determination (NOD) with the County Clerk as required by Section 15094 of the CEQA Guidelines the day after the MND is adopted and the project is approved. Along with filing the NOD the proper Fish and Game fee must be paid. The City or project applicant will be required to provide Phil Martin & Associates with a check for payment of the proper Fish and Game fee at the time the NOD is filed. The Fish and Game fee is not included in the fee of this proposal. After the NOD and proper Fish and Game fee are paid, there is a 30 - day statute of limitation period the public has to file legal challenges to the MND. If no legal challenges to the adequacy of the MND are filed within this 30 -day period the adoption of the MND will be considered final. III. PROJECT TEAM Phil Martin & Associates, Inc. will contract with four sub -consultants for the preparation of the requested special studies. The consultant team includes Phil Martin as the Project Manager and the following sub -consultants: a) Giroux and Associates in charge of preparing the air quality and noise studies; b) OMB Electrical in charge of preparing a photometric study; c) Archaeological Associates in charge of preparing a historical and archaeological records search; d) Pardue, Cornwell & Associates, Inc. engineers in charge of preparing a preliminary hydrology plan. Mr. Martin will be the day-to-day contact person throughout the 0 Page 20 of 20 throughout the project. IX. COST BREAKDOWN The fixed fee cost to prepare a Mitigated Negative Declaration based on our proposed scope of work, assuming all listed special studies are required, is $25,050 and includes all printing and mailing costs. The following table provides a cost break -down of the main components of the Scope of Work. If existing topography cannot be provided by the project applicant, there will be an additional cost of $3,500.00 to complete field topography survey to identify the existing contours on the site and surface features, increasing the cost to $28,550.00. Scope of Work Cost Kick-off Meeting $750.00 Printing/mailingPrinting/mailing $400.00 ' Pie aration of Initial Study Checklist/MND $9,700.00 Photometric Study $4,500.00 Historical Records Search/Site Su e $1,300.00 Air Quality/Noise studies $3,200.00 Preliminary Hydrology Plan $4,000.00 Public hearings: 1 Planning Commission/1 City Council $1,200.00 Total $25,050.00 0 9 CITY OF ROSEMEAD PROFESSIONAL SERVICES AGREEMENT 1.. PARTIES AND DATE. This Agreement is made and entered into this 29th day of May, 2007 by and between the City of Rosemead, a municipal organization organized under the laws of the State of California with its principal place of business at 8838 Valley Blvd, Rosemead, California 91770 ("the City") and Phil Martin & Associates, Inc., a California Corporation with its principal place of business at 1990 West Corporate Way, Anaheim, CA 92801 ("Consultant'). City and Consultant are sometimes individually referred to herein as "Party" and collectively as 'Parties." 2. RECITALS. 2.1 Consultant. Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City of Rosemead on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing professional environmental services to public clients and that is licensed in the State of California, and is familiar with the plans and procedures of City. 2.2 Project. City desires to engage Consultant to render such professional environmental consulting services for the proposed addition to the existing Double Tree Hotel ('Project') referred to as Design Review 07-145 and Conditional Use Permit 01-820 (MOD) as set forth in this Agreement. 3. TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental customary work necessary to fully and adequately supply professional environmental consulting services necessary for the Project ("Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, all applicable local, state and federal laws, rules and regulations. 3.1.2 Term. The term of this Agreement shall be from June 2007 to the date the City determines the project to be in compliance with applicable environmental regulations, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. 4824-9081-7281 EXHIBIT A 0 Page 2 of 15 3.2 Responsibilities of Consultant. 0 3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. The City retains Consultant on an independent contractor basis and not as an employee. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of the City and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due to such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations in respect to such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3.2.2 Schedule of Services. Consultant shall perform the Services expeditiously, within the terms of this Agreement, and in accordance with the Schedule of Services set forth and attached hereto ("Schedule"). Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with agreement conditions, including the Schedule. In order to facilitate Consultant's conformance with the Schedule, the City shall respond to Consultant's submittals in a timely manner. Upon request of the City, Consultant shall provide a more detailed schedule of work to meet the applicable deadlines as determined by the City. 3.2.3 Conformance to Applicable Requirements. All work prepared by Consultant and/or sub consultants shall be subject to review and approval of the City. 3.2.4 Substitution of Key Personnel. Consultant has presented to the City certain key personnel who will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval from the City. In the event that the City and Consultant cannot agree as to the substitution of key personnel, the City shall be entitled to terminate this Agreement for such cause. Any personnel who fails or refuses to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate ortimely completion of the Project or a threat to the safety of persons or property, shall be immediately and promptly removed from the Project by the Consultant at the request of the City. 3.2.5 City's Representative. The City of Rosemead hereby designates Phil Martin or his/her designee, to act as its representative for the performance of professional environmental consultancy services as set forth in this Agreement ("City's Representative"). City's Representative shall have the power to act on behalf of the City for all purposes under this Contract. Consultant shall not accept direction or orders from any person other than the City's Planning Services Administrator or his designee. 0 Page 3 of 15 3.2.6 Consultant's Representative. Consultant hereby designates Bill Kunzman or his designee, to act as its representative for the performance of professional traffic engineering consultancy services as set forth in this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the traffic study services, using his best professional skills, knowledge and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the traffic study services under this Agreement. 3.2.7 Coordination of Services. Consultant agrees to work closely with the City staff in the performance of Services and shall be available to the City's staff, consultants and other staff at all reasonable times. 3.2.8 Standard of Care: Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the profession necessary to perform the Services. Consultant warrants that all employees and subcontractors shall have sufficient skills and experience to perform the Services assigned to them. Finally, Consultant represents that, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. Any employee of the Consultant or its sub - consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, at the request of the City shall be immediately and promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project. 3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuantto the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 0 Page 4 of 15 9 3.2. 10 Insurance. Without in anyway limiting Consultant's liability pursuant to the "Indemnification" paragraph of this Agreement, Consultant will maintain insurance in the amounts and coverages set forth below. 3.2.10.1 Time for Compliance. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the City that the subcontractor has secured all insurance required underthis section. 3.2.10.2 Minimum Requirements. Consultant shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Consultant, its agents, representatives, employees or subcontractors. Consultant shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage: (A) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and (3) Workers' Compensation and Employer's Liability: Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. (B) Minimum Limits of Insurance. Consultant shall maintain limits no less than: (1) General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (3) Workers' Compensation and Employer's Liability: Workers' Compensation limits as required by the Labor Code of the State of California. Employer's Liability limits of $1,000,000 per accident for bodily injury or disease. 3.2.10.3 Professional Liability. Consultant shall procure and maintain, and require its sub -consultants to procure and maintain, for period of five (5) years following completion of the Project, errors and omissions liability insurance appropriate to their profession. Such insurance shall be in an amount not less than $1,000,000 per claim, and shall be endorsed to include contractual liability. 3.2.10.4 Insurance Endorsements. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms supplied or approved by the City to add the following provisions to the insurance policies: 0 0 Page 5 of 15 (A) General Liability. The general liability policy shall be endorsed to state that: (1) the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insured with respect to the Work or operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with performance of such work; and (2) the insurance coverage shall be primary insurance for the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage. Any insurance or self-insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant's insurance and shall not be called upon to contribute with it in any way. (B) Automobile Liability. The automobile liability policy shall be endorsed to state that: (1) the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insured with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible; and (2) the insurance coverage shall be primary insurance for the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage. Any insurance or self-insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant's insurance and shall not be called upon to contribute with it in any way. (C) Workers' Compensation and Employers Liability Coverage. The insurer shall agree to waive all rights of subrogation against the City, its directors, officials, officers, employees, agents and volunteers for losses paid under the terms of the insurance policy which arise from work performed by the Consultant or sub- contractors. (D) All Coverages. Each insurance policy required by this Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced or canceled except after thirty (30) calendar days prior written notice by Consultant through certified mail, return receipt requested, has been given to the City; and (B) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, employees, agents and volunteers. 3.2.10.5 Separation of Insureds: No Special Limitations. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents and volunteers. 3.2.10.6 Deductibles and Self -Insurance Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. Consultant shall guarantee that, at the option of the City, either: (1) the insurer shall PJ Page 6 of 15 reduce or eliminate such deductibles or self-insured in respect to the City, its directors, officials, officers, employees, agents and volunteers; or (2) the Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 3.2.10.7 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A: VIII, licensed to do business in the state of California, and satisfactory to the City. 3.2.10.8 Verification of Coverage. Consultant shall furnish the City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested. All certificates and endorsements must be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 3.2.11 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and sub -contractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.3 Fees and Payments. 3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement and attached hereto. The total compensation shall not exceed Fifty One Thousand (51,000) dollars for the Mitigated Negative Declaration (MND) or Eighty Two Thousand and One Hundred (82,100) dollars for Environmental Impact Report (EIR) without advance written approval from City's Planning Department. Extra Work maybe authorized and approved by the City, and will be compensated at the rates and manner set forth in this Agreement. In no event shall the amounts paid for the total of all Services under this Agreement exceed these amounts without the express authorization/approval of the City. In no event shall City be liable for interest or late charges for any late payments. 3.3.2 Payment of Compensation. Consultant shall submit to the City a monthly itemized statement which indicates work completed and hours of Services rendered by Consultant. The statement shall describe the amount of Services and 0 Page 7 of 15 E supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. The City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. 3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by the City's Planning Department. 3.3.4 Extra Work. At any time during the term of this Agreement, the City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by the City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from the City's Planning Department. 3.3.5 Prevailing Wages. Consultant is aware of the requirements of California Labor Code Section 1720, et sec and 1770, et seq., as well as California Code of Regulations, Title 8, Section 1600, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. The City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant's principal place of business and at the project site. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 3.4 Audit and Inspection of Records. 3.4.1 Maintenance and Inspection. Consultant shall maintain complete and accurate books and accounting records with respect its work under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of the City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. Page 8 of 15 3.5 General Provisions. 3.5.1 Termination of Agreement. 3.5.1.1 Grounds for Termination. The City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) calendar days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. 3.5.1.2. Upon receipt of the City's notice of termination, Consultant shall commence and perform, with diligence, all actions necessary on the part of Consultant to effect the termination of this Agreement on the date specified by the City and to minimize the liability of Consultant and the City to third parties as a result of termination. All such actions shall be subject to the prior approval of the City. Such actions shall include, without limitation: 3.5.1.2.1 Halting the performance of all Services and other work under this Agreement on the date(s) and in the manner specified by the City. 3.5.1.2.2 Not placing any further orders or subcontracts for materials, services, equipment or other items. 3.5.1.2. 3 Terminating all existing orders and subcontracts. 3.5.1.2.4 At the City's direction, assigning to the City any or all of Consultant's right, title and interest under the orders and subcontracts terminated. Upon such assignment, the City shall have the right, in its sole discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts. 3.5.1.2.5 Subject to the City's approval, settling all outstanding liabilities and all claims arising out of the termination of orders and subcontracts. 3.5.1.2.6 Completing performance of any services orwork that the City designates to be completed prior to the date of termination specified by the City. 3.5.1.2.7 Taking such action as may be necessary, or as the City may direct, for the protection and preservation of any property related to this Agreement which is in the possession of Consultant and in which the City has or may acquire an interest. 3.5.1.3 Within 30 days after the specified termination date, Consultant shall submit to the City an invoice, which shall set forth each of the following as separate line item: 0 Page 9 of 15 0 3.5.1.3.1 The reasonable cost to Consultant, without profit, for all services and other work the City directed Consultant to perform prior to the specified termination date, for which services or work the City has not already tendered payment. Reasonable costs may include a reasonable allowance for actual overhead, not to exceed a total of 10% of Consultant's direct costs for services or other work. Any overhead allowance shall be separately itemized. Consultant may also recover the reasonable cost of -preparing the invoice. 3.5.1.3.2 A reasonable allowance for profit on the cost of the services and other work described in the immediately preceding subsection (1), provided that the Consultant can establish, to the satisfaction of the City, that the Consultant would have made a profit had all Services and other work under this Agreement been completed, and provided further, that the profit allowed shall in no event exceed 5% of such cost. 3.5.1.3.3 The reasonable cost to Consultant of handling material or equipment returned to the vendor, delivered to the City or otherwise disposed of as directed by the City. 3.5.1.3.4 A deduction for the cost of materials to be retained by Consultant, amounts realized form the sale of materials and not otherwise recovered by or credited to the City, and any other appropriate credits to the City against the cost of the services or other work. 3.5.1.4 In no event shall the City be liable for costs incurred by Consultant or any of its subcontractors after the termination date specified by the City, except for those costs specifically enumerated and described in the immediately preceding subsection. Such non-recoverable costs include, but are not limited to, anticipated profits, post -termination employee salaries, post -termination administrative expenses or overhead, or any other expense not authorized under the immediately preceding subsection. 3.5.1.5. In arriving at the amount due to Consultant under this Section, the City may deduct: (1) all payments previously made by the City for work covered by Consultant's final invoice; (2) any claim which the City may have against Consultant in connection with this Agreement; (3) any invoiced costs or expenses excluded pursuant to the immediately preceding subsection; and (4) in instances in which, in the opinion of the City, the cost of any services or otherwork performed under this Agreement is excessively high due to costs incurred to remedy or replace defected or rejected services or other work, the difference between the invoiced amount and the City's estimate of the reasonable cost of performing the invoiced services or other work in compliance with the requirements of this Agreement.] 3.5.1.6 Effect of Termination. If this Agreement is terminated as provided herein, the City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such documentation and other information within fifteen (15) calendar • Page 10 of 15 days from the request date. 0 3.5.1.7 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, the City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such address as the respective parties may provide in writing for this purpose: CONSULTANT: Phil Martin & Associates, Inc. 1990 West Corporate Way Anaheim, CA 9201 Attn: Phil Martin. President CITY: City of Rosemead 8838 E.Valley Blvd Rosemead, CA 91770 Attn: Brad Johnson, Planning Services Administrator Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.3 Ownership of Materials and Confidentiality. 3.5.3.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for the City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or work of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant underthis Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant or sub- contractor has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. The City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use is within the purposes intended by this Agreement and shall not be at the City's sole risk. 3.5.3.2 Works for Hire. If, in connection with services performed under this Agreement, Contractor or its subcontractors create artwork, copy, posters, billboards, photographs, videotapes, audiotapes, systems designs, software, reports, Page 11 of 15 diagrams, surveys, blueprints, source codes or any other original works of authorship, such works of authorship shall be works for hire as defined under Title 17 of the United States Code, and all copyrights in such works are the property of the city. If it is ever determined that any works created by Consultant or its subcontractors under this Agreement are not works for hire under U.S. law, Consultant hereby assigns all copyrights to such works to the City, and agrees to provide any material and execute any documents necessary to effectuate such assignment. With the approval of the City, Consultant may retain and use copies of such works for reference and as documentation of its experience and capabilities. 3.5.3.3 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of the City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of the City. 3.5.4 Cooperation; Further Acts. The Parties mentioned in this agreement shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.5 Attorney's Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all other costs of such action. 3.5.6 Indemnification. Consultant shall defend, indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions or willful misconduct of Consultant, its officials, officers, employees, agents, consultants and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses, except where such liability, loss, damage or injury is the result of the sole negligence or willful misconduct of the City. In addition to Consultant's obligation to indemnify the City, Consultant specifically acknowledges that it has an immediate and independent obligation to defend the City from any claim which actually or potentially falls within this indemnification provision, even if the allegations are or may be groundless, false 0 Page 12 of 15 or fraudulent, which obligations arises at the time such claim is tendered to Consultant by the City and continues at all times thereafter. Consultant shall defend, at Consultant's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of any kind that may be brought or instituted against the City, its directors, officials, officers, employees, agents or volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against the City or its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse the City and its directors, officials, officers, employees, agents and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials, officers, employees, agents or volunteers. 3.5.7 Limitation on Liability of City. CITY'S PAYMENT OBLIGATIONS UNDER THIS AGREEMENT SHALL BE LIMITED TO THE PAYMENT OF THE COMPENSATION PROVIDED FOR IN PARAGRAPH 3.3 OF THIS AGREEMENT. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT SHALL THE CITY BE LIABLE, REGARDLESS OF WHETHER ANY CLAIM IS BASED ON CONTRACT OR TORT, FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT OR INCIDENTAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES PERFORMED IN CONNECTION WITH THIS AGREEMENT. 3.5.8 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified in writing and signed by both parties. 3.5.9 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. 3.5. 10 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.5.11 City's Right to Employ Other Consultants. The City reserves the right to employ other consultants in connection with this Project. 3.5.12 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties. 3.5.13 Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so without the City's consent shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 0 Page 13 of 15 I -- L-11 3.5.14 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subcontractors of Consultant, except as otherwise specified in this Agreement. All references to the City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.5.15 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.16 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.5.17 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.5.18 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5.19 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicitor secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Consultant further agrees to file, or shall cause its employees or sub consultants to file, a Statement of Economic Interest with the City's Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty, the City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.5.20 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with any 0 Page 14 of 15 0 applicable City minority business enterprise program, affirmative action plan or other related oroorams or guidelines currently in effect or hereinafter enacted. 3.5.21 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.5.22 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.5.23 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 3.5.24. Survival. The following provisions will survive any termination or expiration of this Agreement Paragraphs 3.2.10, 3.5.3 (including all subparagraphs) 3.5.4 3.5.5 3.5.6, 3.5.7 3.5.8 and 3.5.9. 3.6 Subcontracting. 3.6.1 Prior Approval Required. Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of the City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. CITY O ROSEMEAD BY: hn Tran 61 Mayor Attest: By: Nina Castruita City Clerk CPHIL MARTIN & ASSOCIATES, INC. BY: Phil Martin President • Page 15 of 15 EXHIBIT A SCOPE OF WORK 0 0 Mav 16, 2007 Mr. Brad Johnson Planning Services Administrator CitN of Rosemead - 8838 E. Vallev Boulevard Rosemead. CA 91770 RE: Double Tree Hotel Addition Dear Mr, Johnson: This letter updates the pricing in my February 26 2007 letter to prepare a Negative Declaration or Mitigated Negative Declaration for -the above project. My cost to prepare a Negative Declaration is $47.900 and a Mitigated Negative Declaration is $51.000. This is a firm offer for 30 -days. Should you have questions please contact me. Sincere] . Phil Martin President - EXHIBIT B INl Martin & Amciales, Inc. February 26, 2007 Mr. Brad Johnson Planning Services Administrator City of Rosemead 8838 E. Valley Boulevard Rosemead, CA 91770 Dear Mr. Johnson: It is my understanding the City received my proposal to prepare an Environmental Impact Report for the Double Tree Hotel Addition project. In addition. George Agaba requested prices to prepare a Mitigated Negative Declaration and Negative Declaration for the project, in addition to my price to prepare an Environmental Impact Report. My price to prepare a Negative Declaration is $55,100 and a Mitigated Negative Declaration is 558,200. This is a firm offer for 30 -days. Should you have questions please contact me. ncerely, Phil Martin President logo West Corporate Way 6 Anaheim, C.A 02801 —A 714.490.1519 d 714.490.1520 Fax 0 Mk & Associates, Inc. February 26, 2007 Mr, Brad Johnson Planning Services Administrator City of Rosemead 8838 E. Valley Boulevard Rosemead, CA 91770 Dear Mr. Johnson: E Phil Martin & Associates, Inc. is pleased to submit the following proposal as its formal interest to prepare the required CEQA related document and technical studies for the "Double Tree Hotel Addition" project. Our attached scope of work is based on the City of Rosemead Request For Proposal dated February 12, 2007 and includes a detail description of the proposed work effort to prepare either a Mitigated Negative Declaration or Environmental Impact Report. The environmental document shall comply completely with the criteria, standards, and procedures of the California Environmental Quality Act (CEQA) of 1970 (Public Resources Code Sections 21000 et seq.), the State CEQA Guidelines (California Administrative Code Section 15000 et seq.), as amended. Mr. Phil Martin is authorized to bind Phil Martin & Associates, Inc. and the contact person with the authority to negotiate and contractually bind the company. This is a firm offer for 30 -days. Should you have questions about the proposed scope of work, please contact me. Sincerelv, Phil Martin President 1899 West Corporate Way & Anaheim, CA 92801 e 714.499:1519 A 714.490.1520 Fax Table of Contents Section , Pa2e 1. CONTACT INFORMATION..............................................................................................I II. FIRM PROFILE...................................................................................................................I M. RELEVANT EXPERIENCE AND SKILLS.......................................................................1 IV. PROJECT APPROACH..............:.......................................................................................3 V. PROJECT TEAM................................................................................................................3 VI. RESUMES OF KEY PROJECT PERSONNEL..................................................................3 VII. DOCUMENTATION OF RECENT PROJECTS................................................................3 VIII. CURRENT AND ACCESSIBLE REFERENCES..............................................................3 IX. COST BREAKDOWN........................................................................................................3 X. TIMELINE...........................................................................................................................4 XI. INTRODUCTION/PROJECT APPROACH.. ..................................................................... 4 X11. SCOPE OF WORK..............................................................................................................4 XIII. INSURANCE.....................................................................................................................13 XIV. NEEDED INFORMATION...............................................................................................13 APPENDIX A — Statement of Qualifications/Resumes/Rate Schedules Double Tree Hotel Addition CEQA Proposal _ City of Rosemead Paee i February 26, 2007 I. CONTACT INFORMATION Mr. Phil Martin is authorized to negotiate and contractually bind the company. His contact information is: Phil Martin Phil Martin & Associates, Inc. 1990 W. Corporate Way Anaheim, CA 92801 Telephone (714) 490-1519 Fax (714)490-1520 Email martin rupliilmartinassociates.com II. FIRM PROFILE Phil Martin & Associates, Inc. has been in business since 1994. It is a California corporation based in Anaheim, California. Mr. Martinis the sole employ of the company. The company has prepared a wide variety of CEQA related documents from Mitigated Negative Declarations to Environmental Impact Reports. The company has the capability to prepare numerous projects simultaneously without affecting document quality or project schedule. The philosophy of the company is to prepare environmental documents to comply with CEQA at a reasonable price while meeting the schedule needs of the client. A list of recently completed CEQA documents and a rate schedule is included in the company's Statement of Qualifications, which is attached as Appendix A. III. RELEVANT EXPERIENCE AND SHILLS Phil Martin has prepared environmental documents for compliance with the California Environmental Quality Act since 1978. He has personally authored or co-authored over 400 documents, including EIRs, Negative Declarations, Mitigated Negative Declarations, and Environmental Assessments. Mr. Martin has prepared environmental documents for a wide variety of projects including sub -divisions, specific plans, regional malls, hotels, office buildings, geothermal facilities, and wood -fired power plants. A brief description of recent related projects is presented below. Current and accessible references that have specific experience with Phil Martin are also listed. Additional project experience and references are available upon request. PROVIDENCE CENTER— Fullerton, California Phil Martin & Associates prepared a Mitigated Negative Declaration for a mixed-use retail/medical office project for a 6.7 -acre site near St. Jude Hospital in Fullerton. The project includes the demolition of approximately 44,500 square feet of existing retail and commercial space and surface parking to develop 10,400 square feet of retail use, a 3,250 square foot food court with 4,750 square feet of seating area, 12,000 square feet of second floor medical office, a three-story medical office building with approximately 84,405 square feet, and the construction of a four level parking structure with 549 parking spaces. The MND was adopted by the City of Fullerton in January 2006. Services provided included'the preparation of an initial MND and a revised MND due to a project revision. The period of work was from December 2004 to January 2006. The budget for the MND was $57,000. Double Tree Hotel Addition CEQA Proposal — City of Rosemead Page I February 26. 2007 Contact: Mr. Jay Eastman Senior Planner City of Fullerton 303 W. Commonwealth Avenue Fullerton, CA 92832 (714)738-6549 SAMS CLUB Phil Martin & Associates prepared an Environmental Impact Report for the City of Fountain Valley to demolish an existing SAMS Club and construct a new Sam's Club in its place. The project proposed to redevelop a 13.48 -acre site at the southwest corner of Warner Avenue and Brookhurst Street in Fountain Valley to include the demolition of the existing SAMS Club and other commercial buildings on the site and construct a new SAMS Club along the southern project boundary, a Carl's Jr. restaurant adjacent to Brookhurst Street, a SAMS Club members' only gas station at the northern end of the site, and develop a pad for a future office building, retail store, or stand-alone restaurant. The project totaled approximately 133,908 square feet, which included the SAMS Club, Pad `B", and the Carl's Jr. restaurant. The existing buildings on the site totaled approximately 183,750 square feet. Therefore, the project totaled approximately 49,842 square feet less than the existing buildings on the site. The EIR was certified in September 2004. Services provided included the preparation of an FIR from April 2002 to March 2003. The project budget was 551,800. Contact: Mr. Andy Perea Planning Director City of Fountain Valley 10200 Slater Avenue Fountain Valley, CA 92708 (714-) 593-4426 EAST CYPRESS CORRIDOR SPECIFIC PLAN Phil Martin & Associates prepared an EIR for the East Cypress Corridor Specific Plan, which includes the development of mixed -uses for a 2,546 -acre site. The project proposed up to 5,6091 residential units (detached and attached units), 92.6 acres of commercial use (638,600 square feet), 52.6 acres of public schools (2 elementary, one middle), 152.3 acres of a man- made lake, 190 acres of open space/easements, 20.5 acres of existing and proposed gas well sites. 122.1 acres of wetlands/dunes, 112.5 acres of flood -control levees (46,100 linear feet), 101.7 acres of parks (neighborhood and community), 5.7 acres of light industrial use (166,356 square feet), 37.3 acres of commercial recreation (162,500 square feet) and a 6 -acre beach club. The Final EIR was certified in March 2006. Services provided included the preparation of three initial studies, a DEIR, a Recirculated DEIR, and a Final EIR from August 2004 to March 2006. The project budget was 5167,000. . i Double Tree Hotel Addition CEQA Proposal — City of Rosemead Page 2 February 26, 2007 Contact: Ms. Rebecca Willis Community Development Director City of Oakley 3231 Main Street Oakley, CA 94561 (925)625-7006 IV. PROJECT APPROACH Phil Martin will be the Project Manager to provide the environmental services necessary to the City of Rosemead for the proposed, Double Tree Hotel Addition project. Mr. Martin will be responsible to prepare the environmental impact report, including coordination with the sub -consultants for the preparation of their special studies, submittal of documents to city staff, printing and mailing of all documents, coordination with' staff to ensure all required public notices are published as required by CEQA, and minimize staff tiine towards preparation of the environmental document. V. PROJECT TEAM Phil Martin & Associates, Iric. will contract with two sub -consultants for the preparation of the requested special studies. The consultant team includes Phil Martin.as the Project Manager and the following sub -consultants: a) Matt Jones of Mestre Greve Associates in charge of preparing the air quality and noise studies; and b) Joe Foust with Austin Foust Associates in charge of preparing the traffic and circulation report. Mr. Martin will be the day-to-day contact person throughout the project. VI. RESUMES OF KEY PROJECT PERSONNEL A brief summary of the qualifications of each firm, along with resumes of key individuals and their respective rate sheets are provided in Appendix A. i VII. DOCUMENTATION OF RECENT PROJECTS Section III above provides information on three relevant projects. VIII. CURRENT AND ACCESSIBLE REFERENCES Section III above provides three current references for Phil Martin specifically. Additional references are available upon request. IX. COST BREAKDOWN The fixed fee cost to prepare an Environmental Impact Report based on our proposed scope of work is $82,100 and does not include printing or mailing costs. All printing and mailing costs will be invoiced at time and materials. Double Tree Hotel Addition CEQA Proposal — City of Rosemead Page 3 February 26, 2007 0 • X. TIMELINE The preliminary schedule to prepare an FIR is based on a start date of March 1, 2007 and timely screen check reviews by City staff of the required deliverables. Our schedule to prepare the FIR is provided below: Environmental Impact Report: A. Kick-off meeting — March 2, 2007 B. Submit Screen Check Initial Study and Notice of Preparation to City — March 16, 2007 C. Receive staff comments to Initial Study and Notice of Preparation—March 23, 2007 D. . Incorporate staff comments and mail Notice of Preparation — March 28, 2007 E. Submit Administrative Draft FIR, MMRP, and Technical Appendices to City—June 6, 2007 F. Receive staff comments to the DEIR — June 27, 2007 G. Mail Public Draft FIR — July 11, 2007 H. DEIR Review period — July 12 — August 27, 2007 1. Submit Administrative Final FIR — September 11, 2007 J. Mail Final EIR — September 25, 2007 K. Planning Commission/City Council hearings — October/November 2007 L. File Notice of Determination — November 2007 XI. INTRODUCTION/PROJECT APPROACH The project requirements include the preparation of an FIR and technical studies to evaluate the potential environmental impacts associated with the development of the proposed Double Tree Hotel Addition project on approximately 6.83 acres. Based on the City of Rosemead February 12, 2007 RFP, the project will be developed in two phases. The first phase includes the construction of 60 new guest rooms, which will increase the hotel from 150 existing guest rooms to 210 guest rooms and a lobby of approximately 14,029 square feet. Phase 2 includes the construction of a 12,712 square foot ballroom with 500 seats and a four -store parking structure for 377 parking spaces. Phil Martin & Associates, Inc. proposes the following scope of work to prepare an FIR for the project: 1) prepare an Initial, Study/Notice of Preparation; 2) submit the Initial Study/Notice of Preparation to the City for review; 3) mail the Initial Study/Notice of Preparation for review; 4) submit an administrative DEIR to staff for review and continent; 5) incorporate staff's DEIR comments; 6) mail DEIR for a minimum 45 -day public review period; 7) respond to comments and submit an administrative Final FIR to staff for review and cotmment; 8) incorporate staffs' torments into the Final FIR; 9) mail ;Final FIR at least 10 days prior to its certification; 10) prepare a Statement of Overriding Considerations, if required; 11) attend planning commission and city council hearings in support of the Final FIR; 12) file a Notice of Determination with the County Clerk. ; XIL SCOPE OF WORK I The detailed scope of work ito prepare an Environmental Impact Report (FIR) for the proposed Double Tree Hotel Addition (project is provided below. Double Tree Hotel Addition CEQA Proposal — City of Rosemead February 26, 2007 Page 4 i The project requirements include the preparation of an EIR, including technical studies (traffic, noise, air quality) to evaluate the potential environmental impacts associated with the development of the proposed Double Tree Hotel Addition project on approximately 6.83 acres. A. Kick -Off Meeting Upon authorization to proceed and signature of a contract, Phil Martin will meet with City staff to discuss the project, finalize a schedule and obtain all documents requested to begin preparation of the Initial Study/Notice of Preparation. B. Prepare Initial Study, and Notice of Preparation Within approximately two weeks after the kick-off meeting and receipt of a complete project description, including site plan and all requested documents, Phil Martin & Associates, Inc. will submit the Initial Study/Notice of Preparation to the City for review. The Initial Study/Notice of Preparation will follow a. format acceptable to the City and include a completed Environmental Checklist Form and written explanations as to how each enviromnental discipline will or will not be impacted by the project. The Initial Study/Notice of Preparation will include a complete project description, figures showing the location of the project from regional and local standpoints, the proposed land use plan, and a U.S.G.S. topographic map with the project boundary clearly identified. The Checklist explanations will address potential environmental issues associated with the project, including traffic and circulation, air quality, and noise, along -with a complete description of all other environmental topics in the Initial Study Checklist. The completed Initial Study will reflect information gathered during field reconnaissance, research and investigation, various public agency consultation, project information, etc. Once completed, copies of the Initial Study will be submitted to City staff. Staff will submit their changes/comments to Phil Martin & Associates, Inc. The City's comments will be incorporated into the Initial Study/Notice of Preparation and copies printed for mailing. Phil Martin & Associates, Inc. will prepare a distribution list of all responsible agencies, individuals, and special interest groups that must receive all documents pursuant to CEQA. We will identify the agencies and individuals that are required to be contacted per Sections 15096 and 15381 of the CEQA Guidelines and. submit the list to staff for approval. In addition, staff shall provide Phil Martin & Associates, Inc. with the names and addresses of any individuals, organizations, on file with the City that have requested to be contacted subject to Section 15082 of the CEQA Guidelines. A final distribution list will be submitted to staff for approval. Phil Martin & Associates, Inc. will send copies of the Initial Study and all CEQA required documents to the agencies, individuals, etc. on the approved distribution list. Phil Martin & Associates, Inc will mail the Initial Study/NTotice of Preparation for review. We will prepare a cover sheet to be mailed along with the document that will briefly describe the project, state the time period to submit written comments and the name, address, and telephone number of the City contact for all correspondence submitted. The Initial Study/Notice of Preparation will be mailed by certified mail with all certified mailing receipts provided to the City for its records. Double Tree Hotel Addition CEQA Proposal — City of Rosemead Page 5 February 26, 2007 0 0 C. Prepare Draft EIR Phil Martin & Associates, Inc. will begin preparation of a Draft EIR once the Initial Study and Notice of Preparation are mailed. We will reference the Rosemead General Plan, General Plan EIR, certified environmental documents for other applicable projects in the area, and all other applicable public resource documents to prepare the EIR for this project. Based upon our experience preparing EIRs for these types of projects, in conjunction with the issues identified in the RFP, we propose the following scope of work to prepare an EIR in compliance with CEQA: Executive Summary A table will summarize the potential project impacts, mitigation measures, and the impacts after incorporation of the recommended mitigation measures for each environmental discipline evaluated in the EIR. ii. Introduction and Purpose Overview. This section will provide a detailed description of the project and the purpose of the EIR. Statutory Authority. This section will.cite the sections of CEQA that require the ETR and the section of CEQA to which the EIR must comply. Issues to Be Addressed. This section will list the environmental issues that will be addressed in the EIR based on completion of the Initial Study checklist and responses that are received during the Notice of Preparation. Organizations Affiliated With the Project. The Lead Agency, project applicant and the environmental consultants' name, address, telephone number and contact person will be listed in this section. Project Alternatives. This section will briefly describe the project alternatives that will be discussed in the EIR and identify the preferred project altemative. Areas Of Controversy/Issues To Be Resolved. This section will summarize the issues that were raised by those agencies/individuals responding to the Notice of Preparation and identify the agency/individual that made each respective comment. iii. Project Description A complete and detailed project description will be provided in the EIR. All project information including, but not limited to, site plan, building elevations, infrastructure plans, circulation system, etc. available from the applicant and City will be incorporated to thoroughly and accurately describe the project. The project description will be referenced as the basis for the CEQA analysis, Project Location and Boundaries. The project will be described narratively and to aid in the description, a regional map, local vicinity map, U.S.G.S. topographic map as recommended by Double Tree Hotel Addition CEQA Proposal'- City of Rosemead Page 6 February 26, 2007 CEQA depicting the boundary of the project, and aerial photograph showing the project site and surrounding land uses will be provided. Environmental Setting. This section will describe the setting of the City of Rosemead in general. Included in the general overview description will be information about the population of the City of Rosemead, geographic location in relation to surrounding cities, types of industry, housing, etc. The existing land uses on the site and in the immediate project area will be described in detail along with surface photographs of the site and the surrounding area. The Intended Use of This EIR. This section will list and describe in detail the intended use of the EIR and the discretionary approvals the EIR will be referenced in the future in conjunction with the required discretionary project approvals. iv. Cumulative Projects to be Considered This section will provide a discussion of the potential environmental effects that could occur with development of the project in conjunction with other planned and entitled projects in the area, including the compounding of cumulative project impacts. Cumulative project information will be obtained from City staff and include projects that have been entitled but not constructed, projects that are not entitled, but in the planning process, and reasonably foreseeable future projects. When required by CEQA, mitigation measures will be recommended to mitigate cumulative project impacts. A map showing the location of the cumulative projects along with a list of each project with a brief project description will be provided. Phil Martin will meet with staff and identify the cumulative projects that will be evaluated along with the project to determine cumulative impacts. The brief description of each cumulative project along with a map showing the location of each project will be provided. The list of cumulative projects will be referenced throughout the EIR to determine the cumulative impacts of the project. v. Environmental Analysis The environmental analysis for the project will include the following: Environmental Setting, Project Impacts, Mitigation Measures, and Unavoidable Adverse Impacts. The environmental disciplines listed below will be addressed in the EIR and include an environmental setting, project impact, mitigation measure and unavoidable adverse impact sections. Each project impact section will state City threshold criteria that will be used to evaluate significant environmental effects with approval and development of the project. Based upon our experience preparing EIRs for similar projects and the potential issues listed in the RFP, the following environmental disciplines will need to be addressed to comply with CEQA: Air Quality Mestre Greve Associates will prepare an air quality analysis for the project. The existing air environment will be described in terms of meteorology, local topography affecting pollutant dispersion, and ambient air monitoring data. A summary of current air management efforts Double Tree Hotel Addition CEQA Proposal — City of Rosemead Page 7 February 26, 2007 0 9 that may be related to the proposed project will be provided with particular emphasis on the draft 2007 AQMP, and the requirements for air quality assessments identified in the SCAQMD's CEQA Handbook. Sensitive receptor areas within the project vicinity will be identified. The project emissions would be compared to air emission significance thresholds. The air quality impacts of the proposed project can be divided into the short-term dust generation, local impacts and long-term regional air pollution increases. Short-term dust and emission generation due to demolition and construction activities will be forecasted. These emissions will be compared to the thresholds contained in the SCAQMD CEQA Air Quality Handbook. The i_1RBEMIS model or a similar methodology will be used. Measures to reduce dust generation are required by the South Coast Air Quality Management District. Additionally, measures are contained in the 2007 AQMP for control of construction activity emissions, and these also will be included in the list of mitigation measures. Long-term emissions will be generated due to increased traffic, the combustion of natural gas, and the generation of electricity. The emissions generated by these sources will be assessed and compared SCAQMD significance thresholds to potential regional air quality impacts. A detailed discussion of the consistency of the project with the AQMP will be included. Mitigation measures will be developed to reduce significant air quality impacts to the extent possible. Geologv and Soils Phil Martin & Associates will reference the City of Rosemead General Plan, General Plan EIR, and any other approved documents on file with the city for information on soils and geology for the project. Based on this information, the EIR will include recommendations and/or mitigation measures to allow development of the project from a geotechnical and soils standpoint. Phil Martin and Associates will not prepare a site-specific soils and geology report, rather we will rely on existing city documents. Hvdrologv This section will incorporate hydrology information from the General Plan and any other applicable documents on file with the city to address the existing hydrology conditions. The hydrology section will address the existing hydrology and water quality issues associated with the site at the present time and the impact of the project on the existing facilities. The regional and local hydrology including storm drain facilities that serve the site will be identified. This section will also evaluate how future storm drain facilities per the master plan will apply to the project. Interim flood control facilities during construction as well as ultimate facilities that may be required for the project will be discussed and identified. This section will also address and analyze both regional and on-site water quality issues of the project, including treatment of storm water runoff prior to site discharge. Land Use Double Tree Hotel Addition CEQA Proposal — City of Rosemead , Page 8 February 26, 2007 This section will discuss the consistency of the project with the City of Rosemead General Plan and zoning. This section will also evaluate the consistency of the project with the current general plan update to determine if the project is consistent with that document. This section will discuss the compatibility of the project with the surrounding land uses and include surface photographs ofthe project site including the existing uses, the area proposed for development, and the land uses surrounding the site. Mitigation measures will be recommended when required by CEQA to mitigate land use impacts. Noise Mestre Greve Associates will prepare a noise assessment to evaluate the potential noise impacts of the project. The FHWA highway noise model ("FHWA Highway Traffic Noise Prediction Model," FHWA-RD-77-108) will be used to describe existing noise levels in the project vicinity. Community noise standards relevant to this project are contained in the City of Rosemead Noise Element and Noise Ordinance. Standards for the City of Rosemead will be summarized and their relevance to the project discussed. The potential noise impacts can be divided into short-term construction noise and impacts on surrounding land uses. The types of construction and demolition equipment that will likely be used and the duration of construction will be identified. Typical construction and demolition noise levels will be presented for nearby areas. The application of the City Noise Ordinance to control construction noise will be discussed. The noise impacts associated with the project traffic on adjacent land uses will be assessed in terms of the Community Noise Equivalence Level (CNEL) noise scale. The increase in noise levels due to the project will be determined. Areas that will experience a significant noise increase will be identified. For the project scenario, the absolute noise levels experienced in these areas will then be determined and the resulting land use/noise compatibility discussed. Traffic noise levels that impact the project site will also be assessed for compatibility with the proposed land uses. Noise levels within the project area will be detennined and compared to noise/land use compatibility guidelines in the City Noise Element. Mitigation strategies will be identified as needed for the control of noise levels within the project site. Measures will be developed as necessary to mitigate on-site noise impacts. Public Services This section will evaluate the potential impacts of the project on the public services needed to serve the project, including police and fire protection, solid waste, and schools. Service letters will be sent to each respective public agency to solicit their comments with regards to impacts of the project on their respective service and provide mitigation measures when required by CEQA to reduce impacts. Transportation and Traffic Austin Foust Associates will prepare a traffic study for the project. Austin Foust will follow the local Congestion Management Program (CMP) Traffic Impact Assessment (TTA) Double Tree Hotel Addition CEQA Proposal — City of Rosemead PaU 9 February 26, 2007 guidelines to assess the traffic that will be generated by the project. The existing hotel site is located adjacent to the SR -60 Freeway at the San Gabriel Boulevard interchange across from the Montebello Town Center. The project site helps clearly define the potential traffic impact area (i.e., the immediate surrounding area including the freeway ramps and the City street intersections. Austin Foust does not believe that project traffic will have an impact beyond the two adjacent freeway interchanges. Austin Foust estimates that approximately 10-12 locations will have to be evaluated, including the SR -60 Freeway -San Gabriel Boulevard interchange with its four ramps. Project could traffic will likely involve two cities, Caltrans, and the County of Los Angeles, Austin Foust will use each agencies criteria of significance for analysis to determine impacts. That is, the agencythat has jurisdiction for the traffic control at each respective intersection will determine the criteria utilized. Austin Foust will meet with the City to finalize the area intersections that would most likely be impacted by the project. The traffic report will include a trip generation table, distribute the traffic on the local circulation system, and identify traffic and circulation impacts to the local transportation system. Mitigation measures will be suggested when required to reduce traffic impacts to acceptable levels. Utilities and Service Systems This section will evaluate the potential impacts of the project on public utilities including water, wastewater, storm drains, electricity, and natural gas. Service letters will be sent to the public agencies to solicit their comments with regards to impacts of the project on their respective service. The EIR will provide information for compliance of the project with Water Code Section 10912, including SB 610 and SB 221 that documents the water supplier has water supplies available for the project and supplies are sufficient to meet the project's water demand. Mitigation measures to reduce potential impacts to public utilities will be provided pursuant to CEQA D. Other CEQA Mandated Sections Phil Martin & Associates, Inc. will provide all other CEQA required sections including: a) a complete discussion of the irreversible environmental changes that will result from the proposed project; 2) unavoidable significant impacts, growth -inducing impacts; and c) those effects found not to be significant. In addition, Phil Martin & Associates, Inc. will provide the following sections in the EIR: Alternatives As required by Section 15126.6 of the CEQA Guidelines, the EIR will provide a discussion of prgject alternatives. For the purposes of this proposal the project altemative section will, include the "No Project" and one additional alternative for a total of two project alternatives. This section will discuss those alternatives that can either reduce or eliminate any significant environmental effects that are identified in the EER with development of the proposed project and are feasible to attain most of the basic objectives.of the project. The discussion of the project alternatives will not be as detailed as the project. However, the alternative analysis will be detailed to comply with CEQA. Double Tree Hotel Addition CEQA Proposal — City of Rosemead Pale 10 February 26, 2007 Each environmental discipline discussed in the EIR will also be discussed in each project alternative. The project alternative will be selected in conjunction with staff to identify a reasonable alternative. E. References, Persons And Agencies Contacted And EIR Preparation This section will list all reference documents used to prepare the EIR and all persons, agencies and individuals contacted during preparation of the EIR. F. Appendices An appendix to the EIR will include a copy of the Initial Study, Responses to the Initial Study, Responses to the DE1R, and all technical reports referenced during preparation of the EIR. G. Mitigation Monitoring And Reporting Plan Phil Martin & Associates, Inc. will prepare a Mitigation Monitoring and Reporting Plan (MMRP) as required by Public Resources Code Section. 21081.6 for those measures in the EIR that are reconunended to mitigate potential significant impacts. The Mitigation Monitoring and Reporting Plan will list all mitigation measures presented in the E1R and identify the department and contact person with the City that will be responsible for monitoring the implementation of each mitigation measure. We will follow a format acceptable to the City. Once the MMRP is completed, we will submit the document to staff for review and comment. Once staff has completed the review we will incorporate all comments and submit hard copies to the City. H. Administrative Draft EIR Once the Draft EIR is completed, administrative copies of the EIR will be submitted to staff for one review. Staffs comments will be incorporated accordingly and copies printed ready for public review. I. Print And Mail Draft EIR Phil Martin & Associates, Inc. will print and mail the Draft EIR to the agencies and individuals on the distribution list as required by Section 15087 of the CEQA Guidelines. In addition, a DEIR will be mailed to the County Clerk as required by CEQA. J. Prepare Notice Of Availability And Notice Of.Completion Phil Martin & Associates will prepare and mail a Notice of Availability (NOA) and Notice of Completion (NOC) as required by the CEQA Guidelines. The notices will be prepared in a format acceptable to staff. The NOA will be mailed along with the DEIR. K. Prepare Response To Comments And Final EIR After the Draft EIR minimum 45 -day review period has ended, Phil Martin & Associates, Inc. will prepare a Final EIR as required by Section 15089 of the CEQA Guidelines. Phil Martin & Associates, Inc. will prepare written responses to all comments received to the Draft EIR as required Double Tree Hotel Addition CEQA Proposal - City of Rosemead Page 11 February 26, 2007 by Public Resources Code Section 21091, subd. (d)(2)(A) and CEQA Guideline Section 15088. The Response to Comments in conjunction. with the Draft EIR will comprise the Final EIR. Once the Response to Comments document is completed, copies will be submitted to staff for review and comment. Staffs changes will be incorporated and copies of the Final EIR mailed to the agencies and/or individuals that submitted DEIR comments as required by Public Resource Code Section 21092.5 (a). The responses will be sent at least ten days prior to the certification of the Final EIR. L. Public Notices It will be the City's responsibility to publish all CEQA required public notices in the newspaper of the availability of the Notice of Preparation, Draft EIR, and public hearings to certify the Final Ea. Phil Martin &Associates, Inc. will prepare, submit, and record all CEQA require notices with the appropriate public agencies, individuals, etc., including Initial Study/Notice of Preparation, Notice of Completion, Notice of Availability, and Notice of Determination. M. Candidate CEQA Findings Phil Martin & Associates, Inc. will prepare Findings as required by CEQA Guidelines Section 15091. We will follow a format acceptable to the City and submit a copy to staff for review. The Findings will include the specific economic, social or other conditions which render mitigation measures or project alternatives infeasible if there are mitigation measures or project alternatives to the project which could reduce the adverse consequences of the project, but are infeasible. Phil Martin & Associates, Inc. will incorporate staff s changes to the draft Findings and submit a hard copy to staff. Phil Martin & Associates, Inc. will prepare a Statement of Overriding Considerations for the project, if required per CEQA Guidelines section 15093. The Statement of Overriding Considerations will follow a format acceptable to the City. Once completed, Phil Martin & Associates will submit a copy to staff for review. We will incorporate staff s changes and submit a, hard copy to staff for its use. N. Attend Public Hearings Phil Martin & Associates, Inc. has made allowances to attend two Planning Commission and two City Council hearings. Attendance at additional public hearings at the written request of staff will be extra and billed at standard billing rates. O. File Notice Of Determination/Pay Fish And Game Fee Phil Martin & Associates will file a Notice of Determination (NOD) with the County Clerk as required by Section 15094 of the CEQA Guidelines the day after the Final EIR is certified. Once the NOD is filed and the proper Fish and Game fee paid, there is a 30 -day statue of limitation period the public has to file legal challenges to the Final EIR. If no legal challenges to the adequacy of the Final EIR are filed within this 30 -day period the certification of the Final EIR will be considered final. Double Tree Hotel Addition CEQA Proposal — City of Rosemead Page 12 February 26, 2007 0 XIII. INSURANCE Phil Martin & Associates, Inc. carries one million dollars of general liability insurance and professional liability insurance. Proof of insurance will be provided upon signature of a contract. XIV. NEEDED INFORMATION Phil Martin & Associates, Inc. will need the following information to begin preparation of the Initial Study: a. Copy of the planning application b. Copy of the site plan, all building elevations, etc. (hard copy and electronic format) C. Copy of City of Rosemead General Plan, General Plan EIR, updated General Plan and associated environmental document. d. Soils and geotechnical report e. Electronic file of City of Rosemead Initial Study, NOI, MMRP. f. List of cumulative projects. Double 1'ree Hotel Addition CEQA Proposal — City of Rosemead Page 13 February 26, 2007 APPENDIX A Statements of Qualifications/Resumes/Rate Schedules Phil Martin & Associates, Inc. Mestre Greve Associates Austin Foust Traffic Engineers Double Tree Hotel Addition CEQA Document Proposal — City of Rosemead February 26, 2007 PHIL MARTIN & ASSOCIATES, INC Double Tree Hotel Addition CGQA Document Proposal —City of Rosemead February 26, 2007 0 MIN 1) NN Phil Martin & Associates, Inc. PHIL MARTIN & ASSOCIATES, INC. Phil Martin has been providing environmental consulting services for compliance with the California Environmental Quality Act (CEQA) and National Environmental Policy Act (NEPA) since 1978. Mr. Martin provides environmental consulting services to the private sector as well as public agencies for a wide range of projects. The typesof environmental services provided include the preparation of Initial Studies, Mitigated Negative Declarations, Environmental Assessments, Program EIRs, Project E1Rs, certified mailings, public hearing presentations, etc. Phil Martin & Associates also prepare the following support documents for certification of CEQA documents: Mitigation Monitoring Programs; Statement of Facts, Findings and Overriding Considerations; Resolutions. The types of projects that Phil Martin & Associates prepare environmental documents for are generally in one of the following categories: Redevelopment Plans Mr. Martin has prepared over forty (40) Program EIRs and Negative Declarations in conjunction with the adoption of new redevelopment plans, plan amendments to add territory, redevelopment plan mergers, and extend the authority to use eminent domain. Private Development Proiects Phil Martin & Associates, Inc. has prepared EIRs and Negative Declarations for private development projects, including residential subdivisions, shopping centers, industrial parks, regional shopping centers, hotels, light industrial, and specific plans. Mr. Martin has also prepared environmental documentation for industrial and manufacturing projects including an ethanol plant, a fructose plant in California and wood -fired cogeneration plants in California and New York. Hazardous Waste Protects Mr. Martin has prepared EIRs for private development projects that contained hazardous materials. Two of the projects are located in the City of Antioch, adjacent to the San Joaquin Rive. One was a pilot project with Cal -EPA and the State of California Department of Toxic Substance Control for permit processing. This was a joint project with the City of Antioch Redevelopment Agency and a private developer to remove hazardous wastes from a site located 1990 West Corporate Way A Anaheim, CA 92601 A 714.490.1519 A 714.490.1520 fax 0 0 adjacent to the San Joaquin River for residential development. The second site was also a redevelopment project and consisted of developing a former wastewater treatment plant with single-family detached homes. The site is contaminated with metals associated with a former treatment plant. The site is located adjacent to a national wildlife preserve, which has several rare and endangered plant species. Williamson Act Cancellation Phil Martin & Associates has experience removing property from a Williamson Act (Agricultural Preserve) contract. Mr. Martin is processing the removal of a 90 -acre site in the City of Coachella from a Williamson Act contract. Other Experience Mr. Martin has extensive experience providing governmental services including project entitlements for tentative and final tract maps, conditional use permits, variances, zone changes, general plan amendments, grading plans and engineered improvement plans. We also conduct due diligence for developers prior to purchasing property. The governmental services and project entitlement experience includes all types of residential, senior citizen housing, commercial and industrial development. Expert Witness Mr. Martin has provided expert testimony in Superior Court regarding the adequacy of an environmental impact report for compliance with the California Environmental Quality Act. Specific Project Experience Private Development Projects — Project EIRsIXe,­ative Declarations > Armstrong Ranch Specific Plan — City of Ontario Project EIR > Moreno Beach Marketplace (Lowe's Warehouse) — City of Moreno Valley — Mitigated Negative Declaration > East Cypress Corridor 2,500 acre Specific Plan and Annexation — City of Oakley — Project EIR > Mission Peak/Fallon Crossing — City of Dublin — Mitigated Negative Declaration i National City Downtown Specific Plan — City of National City —Program EIR i Providence Center Mixed Use — City of Fullerton, Mitigated Negative Declaration > Pacific View Estates Residential Project — City of National City — Mitigate_d Negative Declaration > Home Depot — City of Fountain Valley — Mitigated Negative Declaration > Costco — City of Fountain Valley — Mitigated Negative Declaration > Newhope Design Center — City of Fountain Valley — Mitigated Negative Declaration > Fountain Valley Senior Center — City of Fountain Valley — Mitigated Negative Declaration i Heritage Villas Senior Housing Project — City of Mission Viejo —Negative Declaration r Heritage Villas Senior Housing Project — City of Mission Viejo — HUD Environmental Assessment i Vigilantes Semi -Professional Baseball Team Stadium at Saddleback College - City of Mission Viejo — Mitigated Negative Declaration i Nortfi Point Apartment Complex - City of Mission Viejo — Mitigated Negative Declaration i Wal-Mart Store -. Community Development Commission of National City - Environmental Impact Report ➢ Bay Canyon Condominiums - Community Development Commission of National City - Mitigated Negative Declaration ➢ SAMS Club - City of Fountain Valley - Project EIR i Arena Corporate Center - City of Anaheim —Project EIR r Southeast Area Specific Plan - American Canyon — Project. EIR Morrell Family Trust Specific Plan - Riverside County — Project EIR i Woodcrest Specific Plan - Riverside County— Specific Plan EIR ' ➢ Wood Ranch Specific Plan - City of Simi Valley - Specific Plan EIR i Sakioka Farms Specific Plan - City of Costa Mesa — Specific Plan EIR i The Lakes Condominium Project - City of Costa Mesa — Project EIR i Ritz Carlton Specific Plan - City of Rancho Mirage — Project EIR ➢ Las Virgenes Ranch - Los Angeles County— Specific Plan EIR ➢ Home Place Shopping Center - City of Santa Ana — Project EIR ➢ Sheraton Hotel - City of Santa Ana — Project EIR ➢ MSI Manufacturing — City of National City — Negative Declaration i IDS Manufacturing — City of National City — Mitigated Negative Declaration i Trophy Lounge Restaurant — City of National City — Mitigated Negative Declaration Redevelopment Plans - Program EIRs and Negative Declarations i Community Development Commission of National City — Downtown Specific Plan — Program EIR i Community Development Commission of National City - Redevelopment Plan — Mitigated Negative Declaration Community Development Commission of National City - Amendment to Extend the Authority to Use Eminent Domain — Mitigated Negative Declaration i Chula Vista Redevelopment Agency— Redevelopment Plan Amendment and Merger - Program EIR San Bernardino Economic Development Agency — 40`h Street Redevelopment Plan — Program EIR ➢ Montclair Redevelopment Agency — Redevelopment Plan Adoption - Program EIR i Community Redevelopment Agency of the City of Palm Springs — Redevelopment Plan Amendment for 9 Project Areas to Extend the Authority to Use Eminent Domain - Negative Declaration i Coronado Redevelopment Agency - Redevelopment Plan Amendment - Program EIR i Mission Viejo Redevelopment Agency - Redevelopment Plan Adoption - Program EIR FE E r 19 Santa Ana Redevelopment Agency - Harbor Boulevard Redevelopment Plan Amendment - Program EIR Santa Ana Redevelopment Agency - South Main Street Redevelopment Plan Amendment - Program EIR Santa Ana Redevelopment Agency - North Harbor, Inter -City, Central City Redevelopment Plan Amendments - Program EIR Garden Grove Redevelopment Agency - Redevelopment Plan Merger Program - EIR Big Bear Improvement Agency - Redevelopment Plan Merger - Program EIR San Marcos Redevelopment Agency - Redevelopment Plan Amendment - Program EIR Palm Desert Redevelopment Agency - Redevelopment Plan Adoption - Program ETR La Quinta Redevelopment Agency - Redevelopment Plan Amendment - Program EIR Community Development Commission of National City - Redevelopment Plan Amendment - Program EIR Santa Ana Fashion Square (Main Place) - Redevelopment Project - Program EIR Camarillo - Redevelopment Plan Adoption - Program EIR EI Monte Redevelopment Agency — Redevelopment Plan Amendment - Program EIR Oakley Redevelopment Agency — Redevelopment Plan Amendment - Program EIR Community Development Commission of National City — Redevelopment Plan Amendment to Extend Authority to Use Eminent Domain - Negative Declaration Community Development Commission of National City — Redevelopment Plan for Harbor Area — Program EIR Burbank Redevelopment Agency — West Olive Redevelopment Plan Amendment to Extend the Authority to Use Eminent Domain - Negative Declaration Garden Grove Redevelopment Agency — Redevelopment Plan Amendment - Program FIR Carlsbad Redevelopment Agency — Redevelopment Plan Amendment - Program EIR Hazardous !Paste Projects -Project EIRs i Delta Cove Residential Project - City of Antioch Delta Dunes Residential Project - City of Antioch Other Experience: ➢ PASHA Terminal Expansion — Port of Los Angeles — Environmental Impact Report Tentative Tract Map 30914 - County of Riverside — Mitigated Negative Declaration i Wastewater Treatment Plan Expansion — City of Colton — Mitigated Negative Declaration i Five Water Tanks — City of American Canyon — Mitigated Negative Declaration 24 -inch Water Transmission Line Through Trabuco Creek, Orange County - Santa Margarita Water District - Mitigated Negative Declaration ➢ Construction of Two 10 Million Gallon Water Tanks - Santa Margarita Water District - Mitigated Negative Declaration ➢ Construction of Four Light Industrial Office Buildings — City of Fountain Valley — Mitigated Negative Declaration i Water Service Agreement - City of American Canyon - Mitigated Negative Declaration 0 0 r Expansion of the Point Vicente Interpretive Center - City of Rancho Palos Verdes - Mitigated Negative Declaration i Wastewater Service Agreement -City of American Canyon - Negative Declaration r Mountain View Ranch Specific Plan- Riverside County - Project Engineering Entitlements ➢ Page Ranch Specific Plan - City of Hemet - Project and Project Engineering Entitlements ➢ Residential Tracts (Numerous) - City of Corona - Project and Project Engineering Entitlements ➢ Shell Car Wash, Gas Station, and Convenience Store - City of Santa Ana - Project Approval including General Plan Amendment, Zone Change, and Conditional Use Permit. ➢ Due diligence for a senior citizen housing developer for eight (8) projects located throughout southern California. Expert lil'itness Provided expert testimony in Orange County Superior Court regarding adequacy of an Environmental Impact Report with the California Environmental Quality Act for an individual with regards to eminent domain action on the take of right-of-way adjacent to a service station. Insurance Phil Martin & Associates, Inc. maintains S1 million of professional liability and $1 million general liability insurance. i tpr it Phil Martin & Associates, Inc. SCHEDULE OF FEES EFFECTIVE JANUARY 1, 2007 Professional Staff Hourly Rates Principal..............................................................................................................$150.00 Project Manager/Project Scientist.......................................................................$120.00 SeniorPlanner.......................................................................................................$95.00 StaffScientist........................................................................................................$75.00 AssociatePlanner..................................................................................................$85.00 Planner/Enviromnental Analyst............................................................................$75.00 Support Staff GISMapping.........................................................................................................$60.00 CADOperator.......................................................................................................$50.00 WordProcessor.....................................................................................................$50.00 GraphicArtist........................................................................................................$40.00 ClericalSupport ....................................................................................................$30.00 Mileage and Subsistence AutoMileage..........................................................................................................$0.34 Air Travel & Auto Rental........................................................................ Cost plus 15% Subsistence ................................... Cost plus 15% (when work requires over -night stay) Materials and Supplies 1. Cost, of reproductions billed directly to Client's account shall not have a multiplier applied. 2. Outside services, such as messenger, Federal Express, Express Mail, UPS, reproduction, supplies, telephone, etc. are billed at actual cost plus 15%. Per diem charges are based on reasonable and actual costs. 3. Any reimbursable expenses requested by the client subsequent to the completion of our contract's scope of work shall be billed on a time and Material basis. This includes the cost of professional fees required to process this request. 4. Consultants - cost plus 15%. 1990 Wed Corporoie Way G Anaheim, CA 92801 A 7144490.1519 & 714.4901520 fox TERMS AND CONDITIONS 1. Hourly rates apply to work time as well as travel time and waiting time which occur at public hearings. 2. Statements will be submitted monthly for work in progress or upon completion of work. Statements are payable upon receipt. Any statement unpaid after thirty (30) days shall be subject to the maximum monthly interest charge provided by law on amounts thirty (30) days past due. 3. Client hereby agrees that the balance in a billing statement is correct and binding unless the Client notifies the Consultant in writing within ten (10) days of the date of billing and informs consultant of alleged incorrect item; provided however, the foregoing shall apply only to the description of work performed as set forth in the billing statement and if after such ten (10) day period Client discovers a mathematical error in the billing statement, Client shall not be bound by the erroneous balance with Consultant hereby agrees to correct. 4. Consultant makes no warranty as to his findings, except that the work is performed using generally accepted methods. 5. Consultant makes no warranty that the project will be approved by any governmental agency, nor endorsed by any citizens group. 6. The Client agrees to limit the Consultant's liability to the Client and to all Contractors and Subcontractors on the project due to Consultant's material, willful and grossly negligent acts, errors, or omissions, to the sutn of $50,000 or to the Consultants fee, whichever is less. 7. In the event either party commences legal action to enforce this Agreement of the General Conditions, the prevailing party shall be entitled to recover its reasonable attorney's fees and costs incurred in the action, in addition to -all other relief to which the prevailing party is entitled. S. In the event of a mid -phase contract suspension, billings will be prorated to reflect tasks in progress, except where a task was completed early, in which case it will be billed as if the task were complete. 9. Client agrees and concurs that Consultant is obligated to only Client to perform and/or receive direction or instructions on the project, and that Consultant is not obligated to perform and/or take direction or instructions from Client's other Consultants or Sub consultants without prior written notification and concurrence by Consultant. 10. Payment of Phil Martin & Associates invoices for services performed will not be contingent upon the client's receipt of payment from other parties. Client agrees to pay legal costs, including attorney's fees, incurred by Phil Martin & Associates in collecting any amounts past due and owing to client's account. MESTRE GREVE ASSOCIATES Double Tree Hotel Addition CEQA Document Proposal — City of Rosemead February 26, 2007 0 0 Mestre Greve Associates Company Profile Mestre Greve Associates, incorporated in 1981, is a professional engineering firm located in Laguna Niguel, California. For over twenty-five years the company has provided engineering solutions to community noise, airport noise, and air quality problems. Mestre Greve Associates has committed to improving quality of life by providing its clients with the means to ensure that noise and air quality levels are within acceptable community limits. To do this Mestre Greve Associates provides a unique combination of professional consulting services and engineering support to its clients. The noise control engineering services provided by the firm include community noise studies, noise barrier design, assessments for Environmental Impact Reports, industrial noise control, and vibration and dynamic analyses. All noise control studies involve analyzing or projecting the noise levels generated by a source, determining the level of reduction desired, and finally engineering a solution to achieve the criterion levels. Our experience and technical capabilities form a strong foundation upon which policies to minimize noise and land -use conflicts can be developed. In addition to hundreds of Southern California projects, Mestre Greve Associates has successfully completed noise studies throughout the United States, Canada, and the Far East. The fine has perfonned assessments of airport noise, ground transportation system improvements, residential and commercial developments, and the development of General Plan Noise Elements for numerous clients. Our extensive work experience includes both private and public sector clients, providing us with a unique perspective. This perspective allows us to analyze and develop mitigation options that are reasonable to the private sector, while maintaining consistency with public sector noise regulations. Mestre Greve Associates is proud of its reputation for meeting deadlines and completing projects on schedule and at the proposed cost. 0 0 Fred A. Greve, P.E. Mestre Greve Associates - Principal Community Noise & Air Quality Specialist Mr. Greve has over twenty-five years experience in all fields of noise assessment and air quality management. Principal experience includes noise and air, quality modeling for traffic networks, airports, transportation corridors, and planned communities on the local, state, federal and industrial level. This experience includes legislative monitoring of air and noise regulations, development of ambient air monitoring facilities, and management of aircraft noise monitoring networks. EXPERIENCE Principal in Charge of the development of Noise Elements for the Cities of Dana Point, Inglewood, Irvine, Beaumont, Stanton, Rialto, Fountain Valley, Solvang, and Palm Springs. Principal in Charge of updates to the Noise Elements for the Cities of Glendale, Santee, and the County of Monterey. Principal in Charge of the noise and air quality assessments for the proposed Foothill Transportation Corridor -South EIS/SEI.R project. This study includes the analysis of various alternatives proposed by the Transportation Corridor Agencies. Principal in Charge of the Carbon Monoxide Monitoring Program for the San Joaquin Hills Transportation Corridor. This program included monitoring air quality levels at three sites near the corridor in order to determine if air quality standards had been exceeded, and to make recommendations as to potential remedial actions if necessary. Project Manager for the air quality assessment for MCAS El Toro Community Reuse Plan and EIR, the noise assessments for CFB Greenwood Relocation for Base Closure and Realignment Study and CFB Trenton Relocation for Base Closure and Realigmrnent Study, and the air quality assessment for the Master Plan Alternatives for EA Analysis for Jackson Hole Airport. Project Manager for the noise assessments for the Toland Road Landfill Expansion Project, the Lancaster Landfill Expansion Project, and the North Orange County Landfill and Alternative Technologies Study. Principal in charge for the noise and air assessments for the proposed Freeway Route 125 in San Diego County, Arizona Route 93, the San Joaquin Hills Transportation Corridor in Orange County, and numerous freeway interchange projects. Project Manager of the noise assessment for the Orange County Sanitation District Groundwater Replenishment System project; Principal in charge of the noise assessments for the Encino Reservoir Water Quality Improvement Project, the Stone Canyon Water Quality Improvement Project, the Hollywood Water Quality Improvement Project for the Los Angeles Department of Water and Power. Principal in charge of the air quality assessments for the Eastern Transportation Corridor, HOV Lane Additions to the Orange Freeway and the Riverside Freeway. 0 0 Principal in charge for the noise assessments for the I-5/1-405 Freeway Confluence Zone in Orange County, the 1-405 Freeway Design Alternatives Study, Route 178 in Bakersfield, Foothill Transportation Corridor, widening of Imperial Highway, and the Moulton Parkway Super Street. Project Manager for many industrial noise projects including the Coyote Canyon Gas to Energy Plant, the Spadra Landfill Gas to Energy Plant, Anaheim Power Generation Plant, the expansion of the San Clemente Wastewater Treatment Plant, and expansion of the SERRA Treatment Plant in. Dana Point. Project Manager for air quality assessments for regional planning efforts implemented by the City of hvine and the plarmed communities of Aliso Viejo and Laguna Niguel. Projects included coordination with local Air Quality Management Plan (AQMP) efforts. EDUCATION M.S., Environmental Engineering, 1975, University of California, Irvine B.S.. Civil and Environmental Engineering, 1973, UCI B.S., Biological Science, 1973, University of California, Irvine PROFESSIONAL REGISTRATION Registered Professional Engineer, 1978, Civil Engineering, California, No. C 31701 Certified Acoustical Consultant, County of Orange Certified Acoustical Consultant, County of San Diego PROFESSIONAL BACKGROUND Entered the profession in 1973; co-founder of Mestre Greve Associates in 1978. His professional affiliations include membership in the Acoustical Society of America, the Air and Waste Management Association, the Air Pollution Control Association, the National Association of Noise Control Officials, and American Society of Civil Engineers. He is a frequent guest lecturer on air quality assessment techniques at the University of California, Irvine. PUBLICATIONS Air Quality Modeling as a Management Tool for Airports, presented at the Airports Council International - Pacific Region in Vancouver, Canada, August 1995. Comparison of Noise Measurements along Arterial Roadways with the FHWA Highway Traffic Noise Prediction Model, with Vincent Mestre, presented at the 1982 National Association of Noise Control Officials Conference. A Monitoring System for Long Tenn Aircraft Noise Measurements, with Vincent Mestre, Sound and Vibration, February 1982. Carbon Monoxide Transport from Freeways: Evaluation of Major Models, with G. S. Samuelsen, UCI Combustion Laboratory Report UCI-ARTR-78-6. 0 0 Matthew B. Jones, P.E. Mestre Greve Associates Manager, Environmental Services Mr. Jones joined Mestre Greve Associates in 1987.. He has nearly nineteen years experience in all fields of noise assessment and air quality management. Work efforts include project management, software development, engineering analysis, report preparation, as well as noise and air quality monitoring. As Manager of Environmental Services, Mr. Jones is responsible for the coordination of all environmental services at Mestre GreVe'Associates. These services include noise and air quality assessments for EIR/EIS, highways, residential and commercial developments and airports. Mr. Jones is involved in the development of most of the in house computer software modeling programs and is well versed in all of the air quality and noise modeling programs used at Mestre Greve Associates. EXPERIENCE Representative project experience consists primarily of EIR noise and air quality assessments for many commercial and residential projects including: Air Quality And Noise Assessments: Palazzo Westwood, Los Angeles, CA; 2000 Avenue of the Stars, Los Angeles, CA; Chandler Ranch Specific Plan, Paso Robles, CA; Santiago Hills Il, Orange; CA; Spring Mountain, Riverside, CA; Planning Area 17, Irvine, CA; Diemer Filtration Plant, Los Angeles Department of Water and Power, CA; Los Angeles Unified School District (LAUSD) Venice Skills Center, Belmont Primary Center and Santa Monica Primary Center, Los Angeles; CA; Mission Hospital and Medical Center, Mission Viejo, CA; St. Jude's Hospital Expansion, Fullerton, CA; St. Joseph's Orange Medical Center, Orange, CA. Air Quality Assessments: The Crest, San Bernardino County, CA, Vista School District Family Literacy Center, Vista, CA. Noise Assessments: Northern Sphere, Irvine; CA; Planning Area 40/Spectrum 8, Irvine, CA; UCI Medical Center Long Range Development Plan, Orange, CA; Amerage Heights, Fullerton, CA; Segerstrom Home Ranch, Costa Mesa, CA; Crystal Cove Retail Center, Newport Coast, CA; Well No. 12, Huntington Beach, CA, SDG&E Moreno Compressor Station, Moreno Valley, CA; Trabuco Grove Retail Center, Irvine, CA. Highway EIR noise and air quality assessments for: Aviation Boulevard Widening, Los Angeles County, CA, Foothill Transportation Corridor/Santa Margarita Parkway Interchange widening, Orange County; CA, San Joaquin Hills Transportation Corridor/ Interchange addition, Orange County; CA; Northwest Arkansas Airport Intermodal Access Road, AR; Eastern Transportation Corridor, Orange County. Highway Noise Assessments and noise barrier design to satisfy FHWA and Caltrans requirements for: South Orange County Transportation Infrastructure Improvement Program (SOCTIIP), Orange County, CA; State Street Extension, San Bernardino, CA; Jeffery Road Grade Separation, Irvine, CA; Alicia Parkway 0 0 Widening, Mission Viejo, CA; Avenue S Widening, Palmdale, CA; Magic Mountain Parkway Widening, Los Angeles County, CA; Bristol Street Widening, Santa Ana, CA. Preparation of the Noise Elements for the General Plans of the Cities of Santa Monica, Glendora, Highland, Stanton, and Dana Point. Air quality modeling using the FAA's Airport Air Quality Modeling Program (EDMS) for the New Orleans International Airport Phase II EIS, New Orleans, Louisiana; Vancouver International Airport Air Quality Assessment, Vancouver, Canada; Boise Airport, Boise, Idaho. Noise monitoring and data analysis for the Pilot Aircraft Noise Impact Assessment on the Grand Canyon and Volcano National Parks. EDUCATION B.S. Engineering Physics, Acoustics Specialization, June 1994 University of California, San Diego, Summa Cum Laude A.A. Liberal Arts with a Certificate in Recording Arts, 1992 Golden West College, Huntington Beach, CA PROFESSIONAL REGISTRATION Registered Professional Engineer in the State of California, (Electrical #17156) PROFESSIONAL AFFILIATIONS Acoustical Society of America Association of Environmental Professionals Air and Waste Management Association American Institute of Physics Audio Engineering Society 0 Mestre Greve Associates Consulting Fee Schedule 0 Classification Hourly Rate` Principal $140 Associate $95 Staff Engineer/Scientist II $80 Engineer/Scientist 1 $70 Technician II $65 Technician 1 $55 Administrative $55 Clerical/Word Processing $35 `These rates include all MGA overhead costs. AUSTIN FOUST TRAFFIC ENGINEERS Double Tree Hotel Addition CEQA Document Proposal — City of Rosemead February 26, 2007 0 9 Austin -Foust Associates, Inc. QUALIFICATIONS AND EXPERIENCE The firm of Austin -Foust Associates, Inc. (AFA) provides a broad range of consulting services in the area of traffic engineering and transportation planning. Clients served include public and private entities throughout southern California, with services ranging from special studies directed at specific problems to comprehensive projects involving all facets of transportation and traffic engineering. The principals of the firm, Terence W. Austin and Joe E. Foust and their professional support staff, have extensive backgrounds in all aspects of traffic engineering and transportation planning. Their knowledge and experience enable the firm to provide clients with a high level of expertise in preparing traffic studies and presenting creative transportation solutions. The firm has been providing these professional services for over 25 years. Staff members are familiar with transportation related databases throughout the region and have had considerable experience with both local area and regional travel patterns and the supporting transportation infrastructure. Areas of expertise provided by AFA are as follows: Land Use/Transportation Planning AFA is highly qualified in the area of transportation planning. The firm uses state-of-the-art traffic forecasting procedures in relating land use to transportation demand, and the firm's planning experience ranges from detailed local area applications to comprehensive regional studies. As part of this work AFA assists in various related activities including land use/transportation balance, multi -modal transportation systems, environmental resources, and issues such as traffic demand, air quality, and the effects of growth and change on a community. Circulation Analysis Circulation analyses are one of AFA's specialties, with applications ranging from General Plan Circulation Element preparation to specific studies addressing existing and/or future transportation needs. The firm applies state-of-the-art traffic forecasting and analysis tools to generate customized solutions. Graphic illustrations and traffic simulations communicate complex traffic issues to technical staff and decision makers. Design The firm has an in-house design group with experience in various aspects of roadway design. This includes new roadways and major roadway reconstruction projects, highway widening and resurfacing, intersection improvements, intelligent transportation systems and signal system design. EIR Traffic Analysis A significant amount of AFA's traffic analysis work is directed towards EIR preparation. The firm is well experienced in the requirements of such studies and has participated in many successful EIR preparation efforts. 0 Traffic Operations Traffic operations evaluations are a major area of AFA's expertise, with applications ranging from system -wide analyses to construction zone planning. The firm uses state-of-the-art simulation tools to develop solutions and present findings for decision makers. Transportation System Management/Transit The firm has prepared Transportation System Management Plans for a variety of existing and future developments, and has been involved in various multi -modal studies. 0 RESUME JOE E. FOUST, Principal Education B.S. in Civil Engineering M.S. in Transportation Registration Traffic Engineer: CA #854 Civil Engineer. CA #20258 0 Organizations Institute of Transportation Engineers Orange County Traffic Engineers Council, Chairman -1979 Experience Mr. Foust is co-founder of Austin -Foust Associates, Inc. (AFA), and prior to establishment of the firm, 20 years ago, was the principal owner of JEF Engineering. Mr. Foust has prepared studies and reports covering a wide range of traffic engineering activities such as impact studies of highway improvement, impacts of proposed development, traffic operations studies, channelization and signing studies, and computerized traffic control systems, as well as performing traffic signal system studies. Formerly, Mr. Foust was the head of the Transportation and Traffic Engineering Division for the City of Santa Ana, a position held for over five years. While with Santa Ana, he was involved in a variety of transportation projects including creation of the OCTD Multi -modal terminal in the downtown area. Prior to Santa Ana, he held the position of Project Manager/Traffic Engineer for VTN Consulting Engineers and Caltrans. In these positions, he developed experience in all aspects of traffic engineering from design through and including fiscal management. Local/regional work includes active participation in the area of operations, design, transportation planning, and local/regional funding institutions. Mr. Foust is a past member and Chairman of the Orange County Transportation Agency's Technical Advisory Committee, as well as Southern California Association of Governments Transportation and Utilities Committee. Traffic Engineering Mr. Foust has been heavily involved in several different FHWA funding programs, including the current ISTEA. This experience includes preparation of applications during calls for projects up to and including preparation of final Plans, Specifications and Estimates (PS&E) complying with FHWA and 0 0 Caltrans requirements. The various programs Mr. Foust has participated in are Traffic Operations Programs to Improve Capacity and Safety, Hazard Elimination and Safety, Intelligent Vehicle Systems, Motorist Information Systems and Surveillance, and Pavement and Roadway Rehabilitation, among others. Computerized Traffic Flow Simulation Mr. Foust has considerable knowledge and experience with computerized traffic flow simulation including use of TRANSYT and SYNCHRO computer models. He routinely utilizes these models for both optimization of signal timing and as an analytical tool. As Project Manager, he utilized TRANSYT-717 to analyze computer runs in the performance of traffic signal Management and CORSIM (coordination and surveillance) projects for several cities. Traffic Studies Mr. Foust has extensive experience in the preparation of traffic circulation and transportation planning studies. These studies involve TSM/Transit options, parking management, residential traffic control, and the integration of operational traffic engineering with regional travel modeling and forecasting. Examples of recently completed studies include: • Mission Viejo Hospital Traffic Study, Mission Viejo • Gateway Redevelopment Area Traffic Study , Laguna Niguel • Spadra Lane Residential Traffic Control Study, Mission Viejo • Michelson Drive Residential Traffic Control Study, Irvine, • Transportation Assessment Fee Feasibility Study, Palm Springs • Peninsula Center Office Parking Management Program, Rolling Hills Estates - • Palos Verdes Parking and Circulation Study, Rancho Palos Verdes • South Coast Plaza Area Transportation Study, Joint Effort: OCTA, OCTD, City of Costa Mesa and City of Santa Ana • Santa Ana/Orange Neighborhood Preservation Plan, Santa Ana/Orange • High Flow Arterial Concept Feasibility Study, OCTA • Ocean Front Boardwalk Feasibility Study, Newport Beach • University Drive Extension Deletion Study, Orange County • Spring -Walnut MPAH Realignment Study, City of Orange • PCH -Del Prado One -Way Couplet Study, Dana Point RESUME CATHERINE LAWRENCE, Transportation Engineer Education B.S. in Civil Engineering Registration Traffic Engineer: CA #TR001634 Organizations Orange County Traffic Engineering Council Institute of Transportation Engineers Experience Catherine Lawrence is a Transportation Engineer with 18 years experience in traffic and transportation studies. Her capabilities include land use/circulation impact analysis, traffic forecasting, capacity analysis, site plan and parking analysis, signal progression analysis and freeway operations analysis. Ms. Lawrence has been responsible for a variety of traffic impact studies and traffic engineering evaluation projects throughout southern California. She has been responsible for overseeing the firm's traffic flow simulation models in many cities, including the City of San Juan Capistrano, the City of Orange and the City of Moorpark. Examples of specific project experience are as follows: Traffic Engineering • North Park Village Spec Plan Traffic Analysis • Edinger Corridor Spec Plan Traffic Analysis Traffic Operations Analysis PTC/ETC/SJHTC Annual AVO Survey • I-5 Corridor Feasibility Study • City Drive Ramp Relocation City of Fountain Valley -Secondary Highway Interconnect I-5/Avery Interchange Feasibility Study • Greenfield/SJHTC Interchange Analysis 0 1-710/Firestone Interchange Project Report UST/N-FOUST ASSOC/AYES, /NC. T RAFF/C ENG/NEER/NG ANO TRA NSPOR TA 7/ON PLANN/NG Effective January 1, 2007 — December 31, 2007 AUSTIN-FOUST ASSOCIATES, INC. STANDARD RATE SCHEDULE CATEGORY Principal Associate Transportation Engineer Transportation Planner Transportation Analyst Design Engineer Design Drafter Technical/Clerical Direct expenses billed as actual costs 0 HOURLY RATE $175 $140-$160 $100-$130 $75 -$110 $75 -$120 $110 $75 $70-$75 2223 Wellington Avenue, Suite 300 • Santa Ana, California 92701-3161 Tel: (714) 667-0496 Fax: (714) 667-7952 www.austinfoust.com