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RFP 2018-05 - Traffic Impact Study Service to the Community Development Department REQUEST FOR PROPOSAL NO. 2018-05 Traffic Impact Study Services to the Community Development Department SUBMITTALS: Three (3) bound copies and an electronic PDF file on flash drive or CD of the proposal in sealed envelope(s) must be received by the City of Rosemead’s City Clerk’s Office by no later than Thursday, March 22, 2018 at 5:00 p.m. CONTACT PERSON: Lily T. Valenzuela, City Planner City of Rosemead 8838 E. Valley Boulevard Rosemead, California 91770 (626) 569-2142 ltrinh@cityofrosemead.org PROPOSALS RECEIVED AFTER THE TIME AND DATE STATED ABOVE SHALL NOT BE CONSIDERED. FACSIMILE AND E-MAIL PROPOSAL WILL NOT BE ACCEPTED. INQUIRIES: Direct questions for clarification on Request for Proposal documents to Lily T. Valenzuela, City Planner at (626) 569-2142 or ltrinh@cityofrosemead.org MODIFICATIONS: Any modification of this Request for Proposal will be provided to consultants who request notification of any modifications. ISSUANCE DATE: February 21, 2018 City of Rosemead – Traffic Impact Study Request for Proposal No. 2018-05 Page 2 of 19 Traffic Impact Study Services to the Community Development Department, Rosemead, California ~ Request for Proposals ~ INTRODUCTION Through this Request for Proposal (“RFP”) and evaluation process, the City of Rosemead is seeking qualified consultant(s) interested in providing professional services associated with traffic impact study services. BACKGROUND The City of Rosemead is an urban suburb located in the San Gabriel Valley, 10 miles east of downtown Los Angeles. It is bounded on the north by the cities of Temple City and San Gabriel, on the west by Monterey Park, Alhambra, and the unincorporated Los Angeles County community of South San Gabriel, on the south by Montebello, plus by El Monte and South El Monte on the east. The City is 5.5 square miles (2,344 acres) in size. Rosemead is a working-class suburb with a diverse population base. According to the 2010 Census, the City had a population of 53,764. The estimated makeup of the City was 4.7% White, 0.3% African American, 60.3% Asian, 33% Hispanic/Latino (of any race), and 0.7% Non-Hispanic Other. As a substantially built-out city, Rosemead only added 259 residents to its population during the last decade (2000-2010). THE ORGANIZATION Rosemead operates under the Council/Manager form of government. The City Council is elected at large to four years, overlapping terms. The Mayor is elected by a majority vote of the City Council and rotates each year. The City Manager is appointed by, and serves at the pleasure of, the City Council. Gloria Molleda has served as City Manager since 2018. The Planning Division serves under the direction of the Director of Community Development, Ben Kim. The Community Development Department combines the functions of Economic Development, Housing, Planning, and Building & Safety. PROJECT DESCRIPTION The City of Rosemead is seeking the services of a qualified consulting firm to provide support in traffic data collection and analysis of the traffic access to, through, and within the study area in Figure 1. City of Rosemead – Traffic Impact Study Request for Proposal No. 2018-05 Page 3 of 19 Figure 1 - Study Area The City wishes to have an analysis of the study area network, which will include making recommendations to improve vehicle, bicycle, and pedestrian traffic in the study area. The Consultant is required to gather all data needed to complete tasks. Available City data may be used by the Consultant if deemed to represent current conditions. The data collection and recommendations will be summarized in a technical report which will be present to staff in the Community Development and Public Works Departments. City of Rosemead – Traffic Impact Study Request for Proposal No. 2018-05 Page 4 of 19 SCOPE OF SERVICES 1. Data Collection a. Traffic Volume Data Collection: The Consultant shall acquire and/or collect running movement data as appropriately to accurately understand the existing conditions of all intersections within the study area. b. Road Network Geometric Conditions: The Consultant shall acquire or collect information on the physical conditions in the street networking including, but not limited to, street width, lane configuration, parking, bike lanes and facilities, sidewalks, crosswalks, intersection traffic controls, etc. 2. Analysis a. Traffic Modeling – The Consultant will take into account future volume conditions by using information provided by the demand model selected by the City Engineer. • Existing Condition • 20-Year Projection b. Traffic Control Analysis – Evaluation to existing controls at all existing intersection within the study area. Controls to be considered include roundabouts, signalization, or multi-way STOP. 3. Meetings a. Four meetings with City staff, which includes one kickoff meeting, one interim progress meeting, one pre-final report meeting, and one final meeting. b. Three public meetings – one for information gathering and two for presentation of study conclusion. 4. Report: The Consultant’s information, analysis, and recommendations will be summarized in a technical report with graphics as appropriate. FIRM QUALIFICATIONS In selecting one firm to provide these services, the City of Rosemead seeks the following qualifications: 1. Education, experience, and background in environmental consulting. City of Rosemead – Traffic Impact Study Request for Proposal No. 2018-05 Page 5 of 19 2. Qualifications of the Proposal Team. Has the firm been in this type of business for a reasonable length of time? Are referenced prior consulting engagements clearly related to the scope of services desired? Were clients of this firm satisfied that they received high quality professional work? 3. Adequacy of the consultant’s staff to perform the work, including sufficient depth of staff to ensure completion in the event the assigned principals or project managers are unable to perform their duties. 4. Outstanding communication and work skills, including the ability to work in a team environment within a demanding public atmosphere. 5. Documentation of errors and omissions insurance, other insurance as required by City policy, and equal employment opportunity as required by law. 6. For continuing services subject to annual renewal, willingness to participate in an annual cost-effectiveness and performance evaluation in writing by the City’s Director of Finance and Director of Community Development, prior to contract renewal. PROPOSAL REVIEW Selection will follow these steps: 1. Proposal Review: Upon receiving a satisfactory number of proposals, candidates and firms will be evaluated by Community Development and Public Works personnel. If needed, the best-qualified firms will be invited to participate in an interview. 2. Interview: If needed, a panel consisting of at least three (3) staff members from the City of Rosemead will interview firm/s. Each firm will be given an hour’s space, with the first 10 minutes allocated for a brief presentation. Work samples are encouraged; fancy audio-visual presentations are discouraged. 3. Professional Services Agreement: Upon identification of a preferred provider, the Director of Community Development will request a Professional Services Agreement subject to negotiation of precise work program, terms of payment, and other City requirements. BACKGROUND INFORMATION All proposals shall include the following material: 1. Contact Information: name, address, and contact information including fax, e- mail, and other means of contacting the firm. 2. Firm Profile: Include size and organization, rates, functions and capabilities, and firm philosophy. City of Rosemead – Traffic Impact Study Request for Proposal No. 2018-05 Page 6 of 19 3. Relevant Experience and Skills: focusing on the specific needs identified in this proposal, including a description of at least three (but no more than six) prior assignments of the firm within the past five years in which services similar in scope to those outlined in this RFP. Each description must be limited to one page. For each of these prior assignments, provide the following: a. The name of the organization, mailing address, contact name, and telephone number. b. The dates during which the services were performed. c. A summary of the products delivered for the contracted work. 4. Project Approach, where applicable: Include an outline of how services would be made available to the City. 5. Project Team: Include precise designation of responsible principals and project managers handling day-to-day work program; names and resumes of back-up personnel supporting the project managers; and designation of an alternate project manager in the event illness or other occurrence prevents the project managers from overseeing the contract. 6. Resumes of Key Project Personnel demonstrating experience and capabilities in the subject areas requested. 7. Documentation of Recent Projects specifically addressing the types of work products and activities contained in the request for proposals; the budget employed; references or contacts currently available to answer City questions. 8. Current and Accessible References: References must have experience with the particular individuals assigned rather than to the firm. Proposal should be clear and correct with respect to what firm the respondent was with when performing the work. 9. Falsification of work experience by documenting projects not handled by the firm or individuals will be grounds to eliminate the proposal from further consideration. 10. Cost breakdown: A bid proposal for a traffic impact study with a dollar amount break down is requested along with hourly rates for the team’s personnel. 11. Timeline: A detailed timeline should be provided for the traffic impact study. DOCUMENT SUBMITTALS The sole source of contact regarding this RFP is Lily T. Valenzuela, City Planner, at (626) 569-2142 or by email at ltrinh@cityofrosemead.org. 1. To be considered, please submit three (3) bound copies of your proposal an electronic PDF file on flash drive or CD of the proposal in sealed envelope(s) that shall be clearly marked: City of Rosemead – Traffic Impact Study Request for Proposal No. 2018-05 Page 7 of 19 “REQUEST FOR PROPOSAL NO. 2018-05 ENVIRONMENTAL CONSULTING SERVICES DO NOT OPEN WITH REGULAR MAIL” 2. All proposals must be received at the address below no later than 5:00 p.m. on Thursday, March 22, 2018. 3. All proposals received will be date and time stamped. Proposals received after the due date and time will be returned unopened. 4. Proposals must be addressed to: City of Rosemead City Clerk’s Office 8838 E. Valley Boulevard Rosemead, California 91770 Faxed or e-mailed proposals will not be accepted. Hand carried proposals will be accepted before the response due date and time at the address above during normal business hours of 7:00 a.m. through 6:00 p.m., Monday through Thursday. The City of Rosemead City Hall is closed on Fridays. DISCRETION AND LIABILITY WAIVER 1. Proposers shall carefully read the information contained in this RFP and submit a complete response to all requirements and questions as directed. Incomplete proposals may be considered non-responsive and may be rejected in the City’s discretion. 2. All information, documentation, and other materials submitted in response to this solicitation are considered non-confidential and/or non-proprietary and are subject to public disclosure after the solicitation is completed. 3. Proposers shall prepare and develop proposals at their sole cost and expense. 4. The City makes no representations of any kind that an award of a contract will be made as a result of this RFP, or subsequent RFP. The City reserves the right to accept or reject any or all proposals, waive any formalities or minor technical inconsistencies, and/or delete any item/requirements from this RFP when deemed to be in City’s best interest. 5. Failure to comply with all requirements contained in this RFP may result in the rejection of a proposal. 6. A proposal may be modified or withdrawn in person at any time before the scheduled due date, provided a receipt for the withdrawn proposal signed by the proposer’s authorized representative. The City reserves the right to request proof of authorization to withdraw a proposal. City of Rosemead – Traffic Impact Study Request for Proposal No. 2018-05 Page 8 of 19 7. The City may evaluate the proposals based on the anticipated completion of all or any portion of the project. The City reserves the right to divide the project into multiple parts, to reject any and all proposals and re-solicit for new proposals, or to reject any and all proposals and temporarily or permanently abandon the project. 8. The City may, in the evaluation of proposals, request clarification from proposers regarding their proposals, obtain additional material or literature, and pursue other avenues of research as necessary to ensure that a thorough evaluation is conducted. 9. By submitting a proposal in response to this RFP, the consultant accepts the evaluation process, acknowledges and accepts that determination will require subjective judgments by the City, and waives all right to protest or seek any legal remedies whatsoever regarding any aspect of this RFP. 10. The City of Rosemead expects the highest level of ethical conduct from proposers, including adherence to all applicable laws and local ordinances regarding ethical behavior. 11. If an agreement cannot be reached with the highest ranked proposer, City reserves the right to terminate negotiations with that party and enter into negotiations with the next highest ranked proposer. 12. Finalists in the selection process may be asked to attend an interview once the RFP process is complete. 13. Acceptance of any proposal is contingent upon the proposer’s certification and agreement by submittal of its offer, to comply and act in accordance with all provisions of the City’s Municipal Code. All proposals submitted shall be binding for 90 days from the date of submittal. DRAFT AGREEMENT Included with this RFP as “Attachment A” is a draft of the Professional Services Agreement that will be utilized for this contract. Consultants are asked to review the draft agreement and note any objections and/or corrections as part of their proposal submittal and to pay particular attention to the insurance requirements specified in the agreement. It should be noted that this Agreement is subject to change and revision pursuant to review by the City Attorney. The proposal process, contract negotiations and execution, and subsequent actions will be conducted by the City in accordance with applicable law. Consultants should carefully review this document, which constitutes the formal RFP, to ensure a clear understanding of the City’s needs and objectives and scope of work. City of Rosemead – Traffic Impact Study Request for Proposal No. 2018-05 Page 9 of 19 “ATTACHMENT A” CITY OF ROSEMEAD DRAFT PROFESSIONAL SERVICES AGREEMENT (To be Finalized) PROFESSIONAL SERVICES AGREEMENT NO. _________ BY AND BETWEEN CITY OF ROSEMEAD AND **CONSULTANT’S NAME** This agreement ("Agreement") is made as of date by and between the City of Rosemead, a municipal corporation ("City") and **consultant’s name** ("Consultant"). City and Consultant are sometimes hereinafter individually referred to as a "Party" and collectively referred to as the "Parties." RECITALS WHEREAS, the City desires to utilize the services of Consultant as an independent contractor to provide **enter scope** consulting services to the City as set forth in the attached Exhibit “A;” and WHEREAS, the Consultant represents that it is fully qualified to perform such consulting services by virtue of its experience and the training, education, certification, license, and expertise of its principals and employees. NOW THEREFORE, in consideration of performance by the Parties of the covenants and conditions herein contained, the Parties hereto agree as follows: 1. Consultant's Services. A. Scope of Services. The nature and scope of the specific services to be performed by Consultant are as described in Exhibit "A.” B. Time of Performance. Consultant shall complete the specific services according to the schedule of performance which is also set forth in Exhibit "A.” 2. Term of Agreement. This Agreement shall commence on date (the "Commencement Date") and shall terminate effective date or unless terminated by either party or parties as set forth pursuant to the provisions of this Agreement and Exhibits. City of Rosemead – Traffic Impact Study Request for Proposal No. 2018-05 Page 10 of 19 3. Compensation. A. City agrees to compensate Consultant for services under this Agreement in compliance with the schedule set forth in Exhibit "A". Payment will be made only after submission of proper monthly invoices in the form and manner specified by City. City shall endeavor to pay invoices bearing correct and authorized charges within 30-days of the date they are received; however, Consultant acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. City shall not be responsible to Consultant for any additional charges, interest or penalties due to a failure to pay within such period. B. Total payment to Consultant pursuant to this Agreement shall not exceed enter amount. Compensation shall be payable as set forth in the Compensation Schedule in the attached Exhibit "A". 4. General Terms and Conditions. The General Terms and Conditions set forth in Exhibit "B" are incorporated as part of this Agreement. In the event of any inconsistency between the General Terms and Conditions and any other exhibit to this Agreement, the General Terms and Conditions shall control unless it is clear from the context that both Parties intend the provisions of the other exhibit(s) to control. 5. Addresses. City: City of Rosemead 8838 E. Valley Blvd. Rosemead, CA 91770 Consultant: name address 6. Exhibits. All exhibits referred to in this Agreement are listed here and are incorporated and made part of this Agreement by this reference. Exhibit "A": Scope of Services, Time of Performance and Compensation Schedule. Exhibit "B": General Terms and Conditions. City of Rosemead – Traffic Impact Study Request for Proposal No. 2018-05 Page 11 of 19 IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates written below. CITY OF ROSEMEAD COMPANY NAME ("CITY") (“CONSULTANT”) _________________________ _____________________________ Gloria Molleda Principal Name City Manager Title Date:_____________________ Date:_________________________ ATTEST: APPROVED AS TO FORM: _________________________ ______________________________ Marc Donohue, City Clerk Rachel Richman, City Attorney City of Rosemead – Traffic Impact Study Request for Proposal No. 2018-05 Page 12 of 19 EXHIBIT "B" SCOPE OF SERVICES, TIME OF PERFORMANCE AND COMPENSATION SCHEDULE Attach Negotiated and Approved Proposal City of Rosemead – Traffic Impact Study Request for Proposal No. 2018-05 Page 13 of 19 EXHIBIT "C" GENERAL TERMS AND CONDITIONS 1. Status as Independent Contractor. A. Consultant is, and shall at all times remain as to City, a wholly independent contractor. Consultant shall have no power to incur any debt, obligation, or liability on behalf of City as an agent. Neither City nor any of its agents shall have control over the conduct of Consultant or any of Consultant's employees, except as set forth in this Agreement. Consultant shall not, at any time, or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of City. B. Consultant agrees to pay all required taxes on amounts paid to Consultant under this Agreement, and to indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. In the event that City is audited by any Federal or State agency the validity of a wholly independent contractor relationship between City and Consultant, then arising out of such audit and any appeals relating thereto. C. Consultant shall not be entitled to retirement, medical, dental or other benefits provided to employees of the City. D. In the event that Consultant, or its employee, agent, or subcontractor providing services under this Agreement, claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of the City, Consultant shall indemnify, defend, and hold the City harmless for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of the City. 2. Standard of Performance. A. Consultant shall perform all work to the highest professional standards and in a manner reasonably satisfactory to the City Manager or designee. The City Manager or designee may from time to time assign additional or different tasks or services to Consultant, provided such tasks are within the scope of services described in Exhibit “A.” However, no additional or different tasks or services shall be performed by Consultant other than those specified in Exhibit “A,” or those so assigned in writing to Consultant by the City Manager or designee. B. The City Manager shall administer this Agreement and provide for immediate supervision of Consultant with respect to the services to be provided hereunder. City of Rosemead – Traffic Impact Study Request for Proposal No. 2018-05 Page 14 of 19 3. Indemnification. A. Consultant is skilled in the professional calling necessary to perform the services and duties agreed to be performed under this Agreement, and City is relying upon the skill and knowledge of Consultant to perform said services and duties. B. City and its respective elected and appointed boards, officials, officers, agents, employees and volunteers (individually and collectively, "Indemnities") shall have no liability to Consultant or any other person for, and Consultant shall indemnify, defend, protect and hold harmless Indemnities from and against, any and all liabilities, claims, actions, causes of action, proceedings, suits, damages, judgments, liens, levies, costs and expenses of whatever nature, including reasonable attorney's fees and disbursements (collectively "Claims"), which Indemnities may suffer or incur or to which Indemnities may become subject by reason of or arising out of any injury to or death of any person(s), damage to property, loss of use of property, economic loss or other loss occurring as a result of or allegedly caused by the Consultant's negligent or willful acts. Notwithstanding the foregoing, the provisions of this subsection shall not apply to Claims occurring as a result of the City's sole negligence or willful acts or omissions. 4. Insurance. A. Without limiting Consultant’s indemnification of Indemnities pursuant to Section 3 of this Agreement, Consultant shall obtain and provide and maintain at its own expense during the term of this Agreement the types and amounts of insurance as described below: (i) Consultant shall procure and maintain at all times during the term of this Agreement, full coverage automobile insurance, of which a copy of such policy shall be delivered to City upon demand. Consultant shall provide general liability in the amount not less than One Million Dollars ($1,000,000.00). Moreover, consultant shall procure and keep in force for the duration of this Agreement professional liability insurance in the minimum amount not less than One Million Dollars ($1,000,000.00) per occurrence to protect the Consultant from errors and omissions, to which Consultant will deliver to City a Certificate of Insurance evidencing such insurance coverage prior to City’s execution of this Agreement. Each of the policies shall be issued by an insurance company which is admitted to do business in the State of California, and name and list the City of Rosemead as an additional insured. Insurance policies shall provide that the insurance coverage shall not be cancelled or reduced by the insurance carrier without the City of Rosemead having been afforded ten (10) days written notice prior thereto by the carrier. The Consultant agrees it will not cancel or reduce said insurance coverage. The requirement as to the types of insurance to be maintain by the Consultant are not intended to, and shall not in any manner limit Consultant’s liabilities and obligation under this Agreement. (ii) Workers' Compensation insurance on a state approved policy form providing statutory benefits as required by law with employer's liability limits no less than $500,000 per accident for all covered losses. B. City, its officers, officials, employees and volunteers shall be named as additional insureds on the policy(ies) as to commercial general liability and automotive liability. City of Rosemead – Traffic Impact Study Request for Proposal No. 2018-05 Page 15 of 19 C. All insurance procured pursuant to these requirements shall be written by insurers that are admitted carriers in the state of California with a Best’s rating of no less than A: VIII. D. All insurance policies shall provide that the insurance coverage shall not be non-renewed, canceled, reduced, or otherwise modified (except through the addition of additional insured’s to the policy) by the insurance carrier without the insurance carrier giving City thirty (30) days' prior written notice thereof. Any such thirty (30) day notice shall be submitted to City via certified mail, return receipt requested, addressed to "City Clerk," City of Rosemead, 8838 E. Valley Blvd., Rosemead CA 91770. Consultant agrees that it will not cancel, reduce or otherwise modify said insurance coverage. E. Consultant shall submit to City (i) insurance certificates indicating compliance with the minimum worker's compensation insurance requirements above, and (ii) insurance policy endorsements indicating compliance with all other minimum insurance requirements above, not less than one (1) day prior to beginning of performance under this Agreement. Endorsements shall be executed on City's appropriate standard forms entitled "Additional Insured Endorsement". F. The Consultant's insurance shall be primary as respects the City, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees and volunteers shall be excess of the Consultant’s insurance and shall not contribute with it. G. Consultant agrees that if it does not keep the aforesaid insurance in full force and effect, and such insurance is available at a reasonable cost, City may take out the necessary insurance and pay the premium thereon, and the repayment thereof shall be deemed an obligation of Consultant and the cost of such insurance may be deducted, at the option of City, from payments due Consultant. 5. Confidentiality. Consultant in the course of its duties may have access to confidential data of City, private individuals, or employees of the City. Consultant covenants that all data, documents, discussion, or other information developed or received by Consultant or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Consultant without written authorization by City. City shall grant such authorization if disclosure is required by law. All City data shall be returned to City upon the termination of this Agreement. Consultants' covenant under this section shall survive the termination of this Agreement. 6. Ownership of Work Product. All reports, documents or other written material developed by Consultant in the performance of this Agreement shall be and remain the property of City without restriction or limitation upon its use or dissemination by City. Such material shall not be the subject of a copyright application by Consultant. City of Rosemead – Traffic Impact Study Request for Proposal No. 2018-05 Page 16 of 19 7. Conflict of Interest. A. Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the services to be performed by Consultant under this Agreement, or which would conflict in any manner with the performance of its services hereunder. Consultant further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Consultant shall avoid the appearance of having any interest that would conflict in any manner with the performance of its services pursuant to this Agreement. B. Consultant covenants not to give or receive any compensation, monetary or otherwise, to or from the ultimate vendor(s) of services to City as a result of the performance of this Agreement, or the services that may be procured by the City as a result of the recommendations made by Consultant. Consultant's covenant under this section shall survive the termination of this Agreement. 8. Termination for Cause. A. Termination for Cause. Should Consultant fail to perform any of the obligations required of Consultant within the time and in the manner provided for under this Agreement within seven (7) days after receipt from City of a written notice of such default, or should Consultant violate any of the terms and conditions of the Agreement, City may terminate this Agreement with cause upon thirty (30) days' written notice to Consultant. The effective date of termination shall be upon the date specified in the notice of termination. Consultant agrees that in the event of such termination, City's obligation to pay Consultant shall be limited to payment only for those services satisfactorily rendered prior to the effective date of termination. Immediately upon receiving written notice of termination, Consultant shall discontinue performing services, preserve the product of the services, and turn over to City the product of the services in accordance with written instruction of City. B. Termination for Convenience. City may, in its sole discretion, 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, (5) days’ before the effective date of such termination. Upon the effective date of termination, Consultant shall immediately cease performance of any and all Services under this Agreement. Consultant may not terminate this Agreement except for cause. 9. Personnel. Consultant represents that it has, or will secure at its own expense, all personnel required to perform the services under this Agreement. All of the services required under this Agreement will be performed by Consultant or under its supervision, and all personnel engaged in the work shall be qualified to perform such services. Consultant reserves the right to determine the assignment of its own employees to the performance of Consultant's services under this Agreement, but City reserves the right, for good cause, to require Consultant to exclude any employee from performing services on City's premises. City of Rosemead – Traffic Impact Study Request for Proposal No. 2018-05 Page 17 of 19 10. Non-Discrimination and Equal Employment Opportunity. A. Consultant shall not discriminate as to race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition, or sexual orientation, in the performance of its services and duties pursuant to this Agreement, and will comply with all rules and regulations of City relating thereto. Such nondiscrimination shall include but not be limited to the following: employment, upgrading, demotion, transfers, recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. B. Consultant will, in all solicitations or advertisements for employees placed by or on behalf of Consultant state either that it is an equal opportunity employer or that all qualified applicants will receive consideration for employment without regard to race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition, or sexual orientation. C. Consultant will cause the foregoing provisions to be inserted in all subcontracts for any work covered by this Agreement except contracts or subcontracts for standard commercial supplies or raw materials. 11. Assignment. Consultant shall not assign or transfer any interest in this Agreement nor the performance of any of Consultant's obligations hereunder, and any attempt by Consultant to so assign this Agreement or any rights, duties, or obligations arising hereunder shall be void and of no effect. 12. Compliance with Laws. Consultant shall keep informed of State, Federal and Local laws, ordinances, codes and regulations that in any manner affect those employed by it or in any way affect the performance of its service pursuant to this Agreement. The Consultant shall at all times comply with such laws, ordinances, codes and regulations. Without limiting the generality of the foregoing, if Consultant is an out-of-state corporation or LLC, it must be qualified or registered to do business in the state of California pursuant to sections 2105 and 17451 of California Corporations Code. The City, its officers and employees shall not be liable at law or in equity occasioned by failure of Consultant to comply with this Section. 13. Licenses. At all times during the term of this Agreement, Consultant shall have in full force and effect all licenses (including a City business license) required of it by law for performance of the services hereunder. City of Rosemead – Traffic Impact Study Request for Proposal No. 2018-05 Page 18 of 19 14. Non-Waiver of Terms, Rights and Remedies. Waiver by either party of any one or more of the conditions of performance under this Agreement shall not be a waiver of any other condition of performance under this Agreement. In no event shall the making by City of any payment to Consultant constitute or be construed as a waiver by City of any breach of covenant, or any default which may then exist on the part of Consultant, and the making of any such payment by City shall in no way impair or prejudice any right or remedy available to City with regard to such breach or default. 15. Attorney's Fees. In the event that either party to this Agreement shall commence any legal or equitable action or proceeding to enforce or interpret the provisions of this Agreement, the prevailing party in such action or proceeding shall be entitled to recover its costs of suit, including reasonable attorney's fees and costs, including costs of expert witnesses and consultants. 16. Notices. Any notices, bills, invoices, or reports required by this Agreement shall be deemed received on (a) the day of delivery if delivered by hand during Consultant's regular business hours or by facsimile before or during Consultant's regular business hours; or (b) on the third business day following deposit in the United States mail, postage prepaid, to the addresses heretofore set forth in the Agreement, or to such other addresses as the Parties may, from time to time, designate in writing pursuant to the provisions of this section. 17. Governing Law. This Agreement shall be interpreted, construed and enforced in accordance with the laws of the State of California. 18. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be the original, and all of which together shall constitute one and the same instrument. 19. Severability. If any provision or any part of any provision of this Agreement is found to be invalid or unenforceable, the balance of this Agreement shall remain in full force and effect. 20. Entire Agreement. This Agreement, and any other documents incorporated herein by specific reference, represents the entire and integrated agreement between Consultant and City. City of Rosemead – Traffic Impact Study Request for Proposal No. 2018-05 Page 19 of 19 This Agreement supersedes all prior oral or written negotiations, representations or agreements. This Agreement may not be amended, nor any provision or breach hereof waived, except in a writing signed by the Parties which expressly refers to this Agreement. Amendments on behalf of the City will only be valid if signed by the appropriate officer of the City as set forth in the Rosemead Municipal Code and attested by the City Clerk. 21. Authority. The person or persons executing this Agreement on behalf of Consultant warrants and represents that he/she has the authority to execute this Agreement on behalf of the Consultant and has the authority to bind Consultant to the performance of its obligations hereunder.