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2200 - RRM Design Group - Consulting Services for the Freeway Corridor Mixed-Use Overlay Zone and CEQA Analysis • FIRST AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT (RRM DESIGN GROUP) This FIRST AMENDMENT ("Amendment") is made and entered into this lbw day of _, 20 1_1 ("Effective Date"), by and between the City of Rosemead, a municipal organ zation, organized under the laws of the State of California with its principal place of business at 8838 East Valley Blvd., Rosemead, California 91770 ("City") and RRM Design Group with its principal place of business at 32332 Camino Capistrano Suite 205, San Juan Capistrano, California, 92675 ("Consultant"). City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties." WHEREAS, City and Consultant entered into an agreement on December 10, 2019, for the Freeway Corridor Mixed-Use Overlay Zone and CEQA Analysis/Report (the "Agreement"); and WHEREAS, this Agreement is set to expire on December 10, 2020; and WHEREAS, the City and the Consultant may mutually agree to extend the term of this Agreement for up to one year. NOW, THEREFORE, the Parties agree as follows: SECTION 1. Section 3.1.2 Term shall be amended to read: 3.1.2 Term. The term of this Agreement shall be extended for a one-year extension•at the sole and absolute discretion of the City, 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. SECTION 2. All other terms, condition, and provisions of the Original Agreement not in conflict with this Addendum, shall remain in full force and effect. SECTION 3. The City Clerk shall certify to the adoption of this Addendum and hereafter the same shall be in full force and effect. IN WITNESS WHEREOF, City and Consultant have caused this Agreement to be executed by their duly authorized representatives as of the day and year first above written. 1 CITY OF ROSEMEAD RRM DESIGN GROUP • B : *4951'__ loria Molleda, City Manager Da e Name: Diane Bathgate Attest: Air I Title: Principal/Vice President 140.0! D-h/24 Ericka Hernandez, City Clerk Date [If Corporation, TWO SIGNATURES, President OR Vice President AND Secretary, AND CORPORATE SEAL OF CONTRACTOR REQUIRED] Approved as to Form: IP AIF / . ,,� 1By: �' -/ z///24 Name: Susan Whalen Rachel Richman Da Principal/Secretary City Attorney Title: PROFESSIONAL SERVICES AGREEMENT CONSULTING SERVICES FOR THE FREEWAY CORRIDOR MIXED-USE OVERLAY ZONE AND CEQA ANALYSIS/REPORT RRM DESIGN GROUP 1. PARTIES AND DATE. This Agreement is made and entered into this this 10th Day of December, 2019 (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 RRM Design Group a corporation with its principal place of business at 32332 Camino Capistrano Suite 205, San Juan Capistrano, California, 92675 ("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 land use 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 consulting services for the Freeway Corridor Mixed-Use Overlay Zone and CEQA Analysis/Report ("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 consulting services for the Freeway Corridor Mixed-Use Overlay Zone and CEQA Analysis/Report necessary for the Project, herein referred to a "Services". The Services are more particularly described in Exhibit A "Scope of Services" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, RRM Design Group Page 2 of 26 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 for a one-year period from the Effective Date shown above, with one one-year extension at the sole and absolute discretion of the City, 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. 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. 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 RRM Design Group Page 3 of 26 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. 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. 3.2.6 Consultant's Representative: Consultant hereby designates Diane Bathgate, 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 professional 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 represents 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. 3.2.9 Laws and Regulations: Consultant shall keep itself fully informed of and in compliance with applicable local state and federal laws, rules and regulations in RRM Design Group Page 4 of 26 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 indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any liability to the extent found to be arising out of any failure to comply with such laws, rules or regulations. 3.2.10 Insurance: Consultant shall maintain prior to the beginning of and for the duration of this Agreement insurance coverage as specified in Exhibit B 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 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 its 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 and shall not exceed One Hundred Sixty Thousand Dollars ($160,000) and in accordance with consultant's proposal dated August 21, 2019. Consultant's proposal is hereby incorporated and found in Exhibit A. Extra Work may be authorized in writing, as described below, and 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, RRM Design Group Page 5 of 26 as appropriate, through the date of the statement. City shall, within 30 days of receiving such statement, review the statement and pay all approved charges thereon. 3.3.3 Reimbursement for Expenses: Consultant shall not be reimbursed for any expenses unless authorized in writing by City. 3.3.4 Extra Work: At any 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 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" 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 to the extent they are applicable to Consultant. 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. RRM Design Group Page 6 of 26 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/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: RRM Design Group 32332 Camino Capistrano, Suite 205 San Juan Capistrano, CA 92675 Attn: Diane Bathgate, Principal in Charge Tel: (949) 361-7950 CITY: City of Rosemead 8838 Valley Boulevard Rosemead, CA 91770 Attn: Lily Valenzuela, Planning & Economic Development Manager Such notice shall be deemed made when personally delivered or when mailed,forty-eight (48) hours by certified mail or deposit in the U.S. Mail, first-class postage prepaid and RRM Design Group Page 7 of 26 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. The Documents & Data are intended for use solely with respect to the project for which they were prepared. Any reuse or modification by City 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 RRM Design Group Page 8 of 26 recover from the losing party reasonable attorney's fees and all costs of such action as part of prevailing party's total damages as determined by court of competent jurisdiction or as agreed upon by the parties in settlement. 3.5.6 Indemnity and Defense. a. Indemnity and Defense To the fullest extent permitted by law, Consultant shall indemnify and hold harmless Agency and any and all of its officials, employees and agents ("Indemnified Parties")from and against any and all losses, liabilities, damages, costs and expenses, including legal counsel's fees and costs, to the extent caused by the negligent or wrongful act, error or omission of Consultant, its officers, agents, employees or subconsultants (or any agency or individual that Consultant shall bear the legal liability thereof) in the performance of services under this agreement. Consultant's duty to indemnify and hold harmless Agency shall not extend to the Agency's sole or active negligence. b. Duty to Defend In the event the Agency, its officers, employees, agents and/or volunteers are made a party to any action, lawsuit, or other adversarial proceeding arising from the performance of the services encompassed by this agreement, and upon demand by Agency, Consultant shall defend the Agency at Consultant's cost or at Agency's option, to reimburse Agency for its costs of defense, including reasonable attorney's fees and costs incurred in the defense of such matters to the extent the matters arise from, relate to or are caused by Consultant's negligent acts, errors or omissions. Payment by Agency is not a condition precedent to enforcement of this provision. In the event of any dispute between Consultant and Agency, as to whether liability arises from the sole or active negligence of the Agency or its officers, employees, or agents, Consultant will be obligated to pay for Agency's defense until such time as a final judgment has been entered adjudicating the Agency as solely or actively negligent. In no event shall the cost to defend charged to the design professional exceed the design professional's proportionate percentage of fault. 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. RRM Design Group Page 9 of 26 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. 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 RRM Design Group Page 10 of 26 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. [Signatures on next Page] RRM Design Group Page 11 of 26 CITY OF ROSEMEAD RRM DESIGN GROUP •II I ��1 By: I/ IJ{J/ %t hda ' loria Molleda, City Manager Dat V Name: • Attest: Title:vice. Pytci.c6.i- 205 Erick. Hernandez, City Clerk Dat [If Corporation, TWO SIGNATURES, President OR Vice President AND Secretary, AND CORPORATE SEAL OF CONTRACTOR REQUIRED] Approved as to Form: 0111 Na dliht' h4\ g. n -MIZANKS Rachel Richman Da a c�- City Attorney Title: cE `1/ g0 "51IJIcD9-_ VLLg' t DEt1 7 RRM Design Group Page 12 of 26 EXHIBIT A SCOPE OF SERVICES/ FEE SCHEDULE TASK 1: INITIAL RECONNAISSANCE, PROJECT KICK-OFF, AND WORK REFINEMENT PROGRAM Task 1.1 Project Kick-off Meeting and Site Visit The consultant team will prepare for and conduct an initial kick-off meeting with City staff.This task will include the following: • Identification of key project contacts and information exchange • Review of project objectives, scope of work, and project timeline • Obtain client-supplied maps,documents,and related information • Discussion of general problems, hot spots, study area boundaries,and issues to be focused on during the project • Identification of optimal working relationship, in terms of receipt and review of materials,turnaround times,etc. • Review of public outreach strategy and identification of potential stakeholder interviewees • Discussion of document and product format, organization,and graphic quality presentation • Tour of study area The kickoff meeting will serve as a discovery process looking at the existing General Plan,Zoning Code and Map, related Design Guidelines, City's Strategic Plan,and any other necessary information. In addition,the discussion will inform any needed refinements to the project schedule, milestones,and tasks. RRM will prepare an agenda and follow up with a refined scope of work and timeline,as needed. City staff will be responsible for logistics for meeting and tour of the study area. DELIVERABLES: • Meeting agenda and list of data needs • Meeting and study area tour attendance TASK 2: EXISTING CONDITIONS, ISSUES, OPPORTUNITIES, AND CHALLENGES Task 2.1 Review Background Information The consultant team will gather and review data that is relevant to this project.The primary purpose of this effort is to get up to speed on past and current planning efforts and harness the wealth of existing data that can be used in the planning process.This task will include a review of City materials as well as information from other affected agencies as available. Preliminarily resource documents and data include: • Rosemead General Plan • Rosemead Zoning Code and Zoning Map • Garvey Avenue Master Plan RRM Design Group Page 13 of 26 • Rosemead Strategic Plan • Final EIR for 2008 Rosemead General Plan Update and subsequent 2010 Addendum • City GIS data This initial phase of the planning process will involve data collection and analysis to: • Identify State and federal laws to be addressed • Identify any necessary General Plan Amendments and Zoning Code and Zoning Map Amendments that need to be completed • Summarize applicable regulatory frameworks • Identify existing land use and circulation conditions • Summarize local social and economic character of the study area Based on the initial data collection effort,an analysis of existing conditions will be compiled.The analysis will present a description of existing conditions and will analyze the information to identify potential issues, opportunities,and challenges. RRM Engineering will support this task by conducting a review of available infrastructure relying on available City documentation. During this phase, in collaboration with City staff, RRM will provide three real-life examples of similar projects. Each example will be analyzed for its effectiveness and applicability to the Freeway Corridor Mixed- Use Overlay Zone project. Profile information such as project location,applicable zoning and regulations,and development summary will be provided. As part of this task, using City-provided data, RRM will prepare a project area base map in AutoCAD/GIS format.The base map will be used throughout the project for various mapping and design exhibits. DELIVERABLES: • Background report describing existing conditions in the study area and identifying issues to be addressed by the project • Summary of similar successful projects • Base map using City-supplied GIS data Task 2.2 Meet with Staff RRM will meet with City staff to review the background report and discuss important issues to be addressed in the project. Review of the background report and discussion of important issuest will inform the community engagement strategy and efforts under Task 2.3 Community Engagement. DELIVERABLES: • Meeting attendance and PowerPoint presentation Task 2.3 Community Engagement While this effort is numbered as Task 2.3, community engagement is envisioned to be conducted throughout the project process at key points. RRM will further develop and refine the public engagement strategy in an RRM Design Group Page 14 of 26 effort to educate, inform,and seek input on the Mixed-Use Overlay Zone regulations. Community engagement will focus on directly affected stakeholders, including property owners, businesses, interest groups, civic decision-makers,and the community-at-large.This effort will be designed to be effective in building a collaborative interest and obtaining consensus in the project given the potentially diverse group of stakeholders that may have differing needs and expectations. Preliminarily,the community engagement task includes a joint study session with the Planning Commission and City Council with the broader community invited,as requested in the addended RFP. In addition,a day of stakeholder interviews is proposed to be conducted to introduce the project and gain insights and gather information relevant to shaping the new Mixed-Use Overlay Zone.We welcome further discussion to augment the proposed scope and fee to include on-line engagement, community workshops, or other community engagement strategies to best serve the effort and reflect City priorities.This task provides a number of hours that can potentially be reallocated to support different types of engagement activities. Over the course of the project,this task also includes the provision of materials for posting on the City's website such as project scope and schedule,frequently asked questions,and completed products as they are developed.To support additional meetings staff may wish to conduct with decision-makers or stakeholders, briefing materials would be provided under this task. DELIVERABLES: • Prepare agenda and assist staff to facilitate one(I)joint study session • Prepare for and facilitate one-day of back-to-back stakeholder interviews • City staff will be responsible for meeting notification,facility, and logistics TASK 3: FREEWAY CORRIDOR MIXED-USE OVERLAY ZONE PREPARATION Task 3.1 Key Elements and Opportunity Sites RRM's team of planners, urban designers, architects, landscape architects, and engineers will collaborate with the City to generate realistic concepts that consider development, placemaking, and design opportunities and constraints.The concepts will be the basis for the Freeway Corridor Overlay Zone and will likely include: • Urban design framework such as building placement,form, height,and densities. • Circulation and streetscape concepts and strategies • Detailed document outline and contents Opportunity sites will be analyzed in this task as well. Building on the existing conditions analysis, RRM will identify underutilized or vacant sites whose location, size, or surrounding uses, provide the opportunity for mixed-use development. For up to three(3) sites,the following will be provided: • Individual maps illustrating area boundaries and parcel-specific land use designations • A brief description of the site characteristics that make an area an opportunity site • A conceptual site plan and elevation sketch describing a future vision for the site with preferred and alternative uses RRM Design Group Page 15 of 26 A summary of key concepts and opportunity sites will be prepared in memorandum or PowerPoint form for review and feedback by City staff. DELIVERABLES: • Summary of key concepts and opportunity sites to inform Administrative Draft Task 3.2 Administrative Draft No. I Based on the information collected during previous tasks,the Freeway Corridor Mixed-Use Overlay Zone will be drafted.Any necessary General Plan,Zoning Code,and Zoning Map amendments will be prepared by RRM as well. Preliminarily,the products for this task are envisioned to be organized as follows,to be further tailored in collaboration with City staff.Overall,we envision a graphically rich, easy-to-use policy document that will reflect the desires of the community and be truth-tested internally by our multi-discipline team of planners,architects, urban designers, landscape architects,and civil engineers. I. Goals, Implementation Measures, Planning Principles—Grant and project goals and supporting measures or principles will describe the vision for the study area and desired outcomes. 2. Planning Process Description—This section will provide an overview of outreach results and the overall planning process. 3. Opportunity Sites—This section will summarize the analysis of up to three(3) opportunity sites as developed under Task 3.1. 4. Land Use Element— • Land Use Plan—The location and boundaries of designated land uses will be depicted.This portion of the document will also identify any General Plan or Zoning text and/or map changes and will be accompanied by an explanatory narrative. Permitted and conditional uses will be identified with a lens of streamlining development review where feasible. • Development Standards—These development standards will supersede existing zoning standards and will be written in a clear and concise fashion for ease of implementation with supporting graphics where appropriate. Mixed-use zoning typically requires tailored standards addressing topics such as: o Location and compatibility of uses o Building height and form o Building massing and form o Building relationship to the street o Building design o Site landscaping and outdoor space o Services 5. Infrastructure Element—This chapter will describe policies supporting planned uses relating to the transportation and circulation system, streetscape and landscape concepts,and provision of utilities and public services. 6. Implementation Element—This chapter will describe specific implementing actions, potential funding/financing mechanisms, responsible parties,and phasing.Administration and non-conforming uses and structures may also be addressed. RRM Design Group Page 16 of 26 DELIVERABLES: • RRM will provide Administrative Draft No. I as described above • We ask that the City provide one(I) consolidated, marked-up redline version with all City comments Task 3.3 Administrative Draft No. 2 Following the completion of the Administrative Draft of the Mixed-Use Overlay Zone and receipt of the single set of redlined comments from the City on the Administrative Draft, RRM will produce a second Administrative Draft.At this point,all of the City's comments will have been integrated and this draft will provide an additional internal review opportunity prior to the development of the Public Hearing Draft. DELIVERABLES: • RRM will provide Administrative Draft No.2 documents • We ask that the City provide one(I) consolidated, marked-up redline version with all City comments Task 3.4 Public Review Draft This draft is intended for public review and will include any remaining requested revisions and edits from City staff. DELIVERABLES: • Public Review Draft Mixed-Use Overlay Zone Regulations and Map(electronic copy of the suitable for distribution and posting on the City's website) TASK 4: PREPARE CEQA DOCUMENTATION Task 4.1 CEQA Documentation As the proposed Freeway Corridor Mixed-Use Overlay Zone will be considered a project under the California Environmental Quality Act(CEQA),appropriate CEQA documentation will be required.The proposed approach leverages existing environmental documentation and resources with goals of streamlining future actions and providing defensible CEQA compliance documentation. Morse Planning Group will be responsible for the CEQA documentation task and works frequently and closely with RRM Design Group. We envision an integrated CEQA compliance process to result in improved policy design and self-mitigating strategies where possible. The City certified a Final Environmental Impact Report(EIR)for the General Plan Update in October 2008. The establishment of the Freeway Corridor Mixed-Use Overlay Zone will implement policy direction in the General Plan,the environmental effects of which are anticipated to have been evaluated in the General Plan EIR.Assumptions for the proposed CEQA approach include: RRM Design Group Page 17 of 26 • The CEQA document will tier off the Rosemead General Plan Update Final EIR dated October 2008 and supplemental 2010 Addendum and utilize information relative to the site and applicable mitigation measures. • No technical analyses are included as part of this scope of work. • City staff will be responsible for SB 18 and AB 52 Tribal Consultation. Following preparation of the draft overlay zone regulations, Morse Planning Group will meet with the City staff and the RRM team to confirm the environmental review strategy and timeline. Morse Planning Group will review the draft regulations and the General Plan EIR and identify any inconsistencies or additional analyses required. If no changes are necessary,the options include an EIR Addendum or a Negative Declaration/Mitigated Negative Declaration.A memo confirming the environmental review strategy will be provided to the City.The following task description includes details for both options.The fee scheduled conservatively reflects the more labor-intensive Negative Declaration/Mitigated Negative Declaration. If an Addendum approach is supported, project timeline and budget efficiencies may result. If at any time the need for a Subsequent EIR is potentially triggered due to a significant impact that was not discussed in the previous EIR or any other reason,the team will consult with City staff immediately. If a Subsequent EIR is ultimately determined to be necessary,a revised scope and fee estimate may be required. Option A:EIR Addendum This option assumes preparation of an Addendum to the General Plan EIR and that the Freeway Corridor Mixed-Use Overlay Zone and regulations will result in some changes or additions to the General Plan EIR, but will not change buildout characteristics in a manner that results in new significant impacts or an increase in the severity of a previously identified impact.The EIR Addendum will include: • Introduction.This section will introduce the Freeway Corridor Mixed-Use Overlay Zone Regulations and describe the level of CEQA review required. • Project Description. Based on project description information provided by RRM, Morse Planning Group will prepare an overview of the project and its relationship to the General Plan. • Environmental Analysis. Morse Planning Group will evaluate each of the topic areas analyzed in the General Plan EIR to determine whether the project could result in adverse impacts not previously analyzed in the General Plan EIR. Morse Planning Group will prepare an Administrative Draft EIR Addendum for City staff review(one round) and revise the document.The EIR Addendum is not required to be circulated for public review but can be included with public hearing documents when the regulations undergo review by decision-makers.The EIR Addendum would be considered,along with the previous EIR, before decision-makers consider adopting the regulations. Morse Planning Group has assumed that City staff will be responsible for public noticing to comply with City requirements, such as posting notices or newspaper notices. Morse Planning Group will prepare the Notice of Determination for City staff review and signature. City staff will file the NOD with the County Clerk and State Clearinghouse, if necessary.This task excludes the required California Department of Fish and Wildlife (CDFW) consultation and fees. RRM Design Group Page 18 of 26 DELIVERABLES: • Administrative Draft Addendum (one round of revisions) • Notice of Determination Option B: Initial Study/Mitigated Negative Declaration Morse Planning Group will prepare an Initial Study in accordance with CEQA,the CEQA Guidelines,and the City of Rosemead CEQA Guidelines.The Initial Study will include detailed explanations of all checklist determinations, discussions of potential environmental impacts, and mitigation measures, if applicable.The Initial Study analysis shall be in accordance with all applicable sections of CEQA and the CEQA Guidelines. The environmental document will be presented with the following sections: Introduction, Project Description, Initial Study Checklist, Environmental Analysis,and Initial Study Determination. Morse Planning Group's approach to the analysis portion of the document is to provide thorough, detailed, and conclusive impact analysis.The topics to be reviewed include: • Aesthetics • Agricultural and Forestry Resources • Air Quality • Biological Resources • Cultural and Tribal Cultural Resources • Energy • Geology/oils • Greenhouse Gas Emissions • Hazards and Hazardous Materials • Hydrology/Water Quality: • Land Use/Planning • Mineral Resources • Noise • Population/Housing • Public Services • Recreation • Transportation • Utilities/Service Systems • Wildfire • Mandatory Findings of Significance Morse Planning Group will submit the Administrative Draft Initial Study for review and comment by City Staff. Morse Planning Group will also submit one"check copy" of the administrative draft document,which will incorporate one complete set of comments received from City staff. Following receipt of comments and incorporation of revisions, Morse Planning Group will submit the Public Review Draft Initial Study to City staff for distribution for public review. Morse Planning Group will prepare the Notice of Intent for City staff review and signature.This task assumes that City staff will be responsible for transmitting notices and CDs to designated reviewing agencies and will be responsible for public noticing to comply with City requirements, such as posting notices or newspaper notices. Following the IS/MND public review period, Morse Planning Group will respond to written comments received on the Public Review Draft Initial Study during the public review period,and prepare thorough, reasoned and sensitive responses to relevant environmental issues. Morse Planning Group will prepare the Administrative Responses to Comments for review and comment by City Staff. Morse Planning Group will submit one"check copy" of the final Responses to Comments document,which will incorporate one complete set of comments received from City Staff on the Administrative Responses to Comments. For budgeting purposes, up to eight hours has been assumed for Morse Planning Group to prepare the Responses to Comments. Should the comments be excessive and require more than the budgeted time,this task and associated costs would be revisited. Morse Planning Group will prepare the mitigation monitoring and reporting program (MMRP) pursuant to CEQA Section 21081.6. Morse Planning Group will submit a draft version for City staff review and will follow with a final MMRP. Following City Council approval of the CEQA document, Morse Planning Group will prepare a Final environmental document,which will consist of the revised Public Review Draft Initial Study text, as necessary to address the comments received during the public review period,and the MMRP. CEQA Notices: Morse Planning Group will prepare the Notice of Determination for City staff review and signature.City staff will file the NOD with the County Clerk and State Clearinghouse, if necessary.This task excludes the required California Department of Fish and Wildlife(CDFW) consultation and fees. DELIVERABLES: • I electronic file(PDF and Word) of Administrative Draft IS/MND • I electronic file(PDF and Word) of"Check Copy"of Draft IS/MND • 20 CDs with PDF Files of Draft IS/MND • 1 electronic copy(PDF) of Draft IS/MND • I electronic copy(Word) of Draft Mitigation Monitoring Program • 1 electronic copy(Word) of Final Mitigation Monitoring Program • 1 electronic copy(PDF) of Final IS/MND TASK 5: FREEWAY CORRIDOR MIXED-USE OVERLAY ZONE ADOPTION Task 5.1 Public Hearing Materials To support the public hearing process,the consultant team will prepare the necessary public hearing notices using City-supplied templates.The consultant team will prepare initial drafts of staff reports, ordinances,and resolutions for one(I) Planning Commission and one(I) City Council hearing.City staff will be responsible for agendizing the items and finalizing agenda item materials as well as posting and mailing notices. DELIVERABLES: • Prepare public hearing materials as described above Task 5.2 Public Hearing Attendance RRM will prepare for and attend up to five (5) Planning Commission and City Council hearings to help City staff present the Overlay Zone, General Plan Amendments, and Zoning Code Amendments. Morse Planning Group will prepare for and attend up to (2) public hearings. DELIVERABLES: • Prepare for and attend up to five(5) public hearings • Assist City staff in presenting the Specific Plan at City Council hearings including preparation of PowerPoint presentation materials Task 5.3 Final Documents Following the action taken by the City Council, RRM will make the final edits and modifications to the documents. It is assumed that one (I) set of revisions will be made, incorporating both the Planning Commission recommendations and City Council action. Errata sheets may be used to discuss preferred changes between the Planning Commission and City Council hearings. DELIVERABLES: • Make final edits and provide electronic file(s) of final documents Task 5.4 Ongoing Project Management/Coordination Throughout the project, RRM will need to coordinate with City staff,various departments, subconsultants, and interest groups.This task is intended to allow for necessary coordination between the project team members and City staff, including teleconferences, meetings,correspondence, record-keeping, electronic file management,and additional necessary coordination. DELIVERABLES: • Ongoing project coordination and management as described above • This assumes an average of two (2) hours per week for up to ten (10) months Freeway Corridor Mixed-Use Overlay Zone 46Thavrc anmai 1120 El 4124434 Fee Schedule , 2,,, 611543 August 21,2219tol25434 In'34147, al reve Paestum Erm Colt.. MI rev:9671:7„..,,107m4'tiv t.P.I., III 9 anw iv 9 r...b.... a3$$000344 Hs 2 a41.443 13311447445 rat 343.4443. lb*1 IN TIAL RECONNAISSANOE,MOM T KICKOFF&WOR KIMPPIEMENT P111:1011ALY FEE TYPE 1.1 453115111153.441 ElestErs..1 ea.`hi 51351112 5 MOO IS 41E3E3 10 $1.1019 11 WED 0 93 0 21 0 220 41.203 Taal Volum$ it003 FEE Th Oa:EXISTING COCITiONS,ISSUES,OPPOBITUNTIES,MG CRA1.11NIES TYPE 21 hark.(maw aa lama aka 'WNW 4 'two a tasta 04 4.70001 1 0=1109 I 10043 It $4100 04 1331001 t'l 2.2 Enal*Ebbs!, ti Walt 5 25E1 0 SIAM 0 2E13 4 21 30 403 11 M 1.1 01,140 23 23 54444EwnlY enanonm tmallora 30 %MU 74 21441 00 $11190 24 SEM 0 23 C 431 = ram r Ta4(2V dm:I 51.210 at tar,.4.144404boni 47171341414411y Elm 12510144 4 104120 43 23101 24 23530 4 5433 13 33002 a $3241 14 *333303 2 3.2 AdnintrinEta bull 11o.1 1634512 1 maw 33: *031* 40 000010 E 3E20 E SI 040 E 51140 143 *100043 21 3.2 3344251411444 Inn 11160.2 1101031 30 37,110 1 014461 31 24340 7 3133 0 01 a sa 03 433103 10 14 Pada hat.lami ratkulE 5 0,304 4 2000 00 =210 LI 23 0 M 0 21 14 40221 27 Task/Write:B 5a304 Task 4:PREPARE croAIXXIMILENTATION FEE TYPE 1 4.1 12013 Ponsres.13 I= 1333224 3 014331 0 21 I SC I 33 1 23 0 33 0 El 1 1305. 40a4 4 Yalta:4 21.012 FEE Tit RIM MEM v cesccodemixEmse atemAvzecle taxypvtai TYPE I El 1.461316e4145,643511014 YeAtiiit 5 c,ty.e 0 11,4-010 E. 3010 , 50 [ 35 E 2 4 27 TE 5.2 HEIL!Imam Manta... tuani`a 3 133111 21 33333 53 2221 0 31 0 53 a $0 a ism nt Ds. 52 fire31 bac marks lawtra 5 2,045 4 r 40 0 12099. 0 9331 t P C 99' 00 51,040 rx 54 041041 Psn6.413Ernmsosic.445.41imbs tuksziut $ 50348 *4 54441 03 23210 0 31 0 St a 43 a 43 E. Tati 5'Baia;2 Wail No Faatralea A ao..bv 47,13 0,7 t3a345117433,a3"Itm ara M 2013•ata tEma70:1'(1.5BINTS arg S ISL.= praaraart tar 513a0 atatalpulaa330,323B.A 0003n04ial512 121104aa 334310 wh33*lailivAala;5451 Naita,ailt r37 ta aoaa4e4a3witall pat apf474n1 ty tta 44,-t S 4.25$ Rairriburwtia Ellx..,503..4 ttc ea/ate-IR-rpm-.irc urydby SEM Maga 5132,paraat saaxaaatara ti row awl-aped= S 10U04G 0010203 kr tis pmEtatoE 133110102341N an rib Mat nautt cat 0111111LP mar 10 ma-dyad are 41111rtarM04M 01442040M40. 00dN544101 to Ho et Ening IlaP 4 F43.444212.0310 aa right S caluP Wary iata rin 01040404 04340. Etiirr c,..,.., m group EXHIBIT B 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. Consultant shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO "insured contract" language will not be accepted. 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 Million 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 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 Named Insured. 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 (or otherwise consistent with the insurer's endorsement). 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 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. A ten (10) day notice to City shall apply to nonpayment of premiums. 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 (except Professional Liability and Workers' Compensation) 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-insured 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. 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.