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2200 - Moore Iacofano Goltsman, Inc. (MIG, Inc.) - Garvey Avenue Specific & Environmental Impact Report Project „0R: R City of Wpsemead pull,l SL„OR PROE:V: SD- 8638 OC EAD,CA ROCI EVARD P O BOX 300 COI ACII AIF IBERS: r RI ISCMCAO CALI PONS IA01 Pu N Alal« ✓ IT I IPIICIA1.1626) bJ] On OR l Vstd IAVQ6E3 IN hlaRa.ARt.I CI iRK AMENDMENT NO. 5 TO PROFESSIONAL SERVICES AGREEMENT The Professional Services Agreement of June 11, 2014, for the Garvey Avenue Specific Plan and Environmental Impact Report project between the City of Rosemead and MIG, Inc is amended as follows: 1. Scope of Services, Schedule of Services, and Compensation are amended to add the following: - Budget Schedule Modification Revised Development Standards—Lot frontage,open space requirements, Revisions to the Specific Plan maximum parking,reputable economists, $ 9,pp 5 weeks from notice to proceed setbacks. Revisions include text, graphics,photographs,map changes. Rev6ions to the Specific Plan.Curb Cutand !Revised Development Standards Curb S i.W� Sweeksfrom notice to proceed Right-of-Wayt aneright-of-wayl .R nr may include graphics.photographs Preparation of errata memorandum - . summarizing the proposed changes to the Errata Memorandum August anduDraft Specific Plan.Errata $ 3.750 1 week from completion Plan content,?visions memorandum will be submitted to City In Plemni[format. Preparationrrata thet prooedcra changesdum Errata Memorandum,Curb Cuts and Right-o6 summarizing proposed to the W August 2016 Draft Specific Plan as $ L150 1 week from completion Plan content revisions Wayassociated with curb cuts and right of- - way issues. City stall reviews Errata Memorandum I�Clty Staff Review of Errata Memorandum and provides MEG with one comment 2 weeks from the receipt of the Errata :document consolidating all City staff Memorandum comments Revisions to the Errata Memorandum in MIG revises Errata Memorandum response to City staff comments.Revised $ 1,g]5 1 week from the receipt of written City staff Errata Memorandum submitted to City in comments electronic format. _- — Revisions to the Errata Memorandum in MIG revises Errata Memorandum,Curb Cut response to City staff comments Sweek from the receipt of written City staff and Right-of Way regarding curb cuts and right-of-way $ 625 comments L, issues 'MI6 Preparation for and Attendance at Ad � $ 5251 'Har Meehn MIG Preparation for Ad Hoc Meeting.Curb cut 175 and Right-olWay Issues Revisions to the Errata Memorandum in • :response to Ad Hoc Committee comments received at the Ad Hoc MIG Revises Errata Memorandum per Ad Hoc :Committee meeting,Revised Errata 2,625 I week from the receipt of Ad Hoc Committee Committee Memorandum submitted to City in comments electronic format. Revised Errata Memorandum to be used in the Joint Session. Revisions to the Errata Memorandum in I MIG Revises Errata Memorandum per Ad Hoc response to Ad HocCommittee a week from the receipt of Ad floc Committee Committee,Curb Cuts and Right-of-Way Issues comments regarding curb cuts and right- $ 815 comments _ of-way issues. — _ IMIG to review and revise General Plan Amendment,Zoning Ordinance,draft Planning Commission resolutions,draft MIG revises Entitlement Documents City Council resolutions and ordinances, $ 9,000 3 weeks from the Errata Memorandum finalization! and PowerPoint Presentations to reflect Specific Plan revisions,City staff,or City Attorney comments. • MIG to review and revise General Plan I Amendment,Zoning Ordinance,draft Planning Commission solutions,draft IMI6 revises Entitlement Documents,Curb Cuts City Council resolutions and ordinances, $ 3000 lweeks from the Errata Memorandum finalization and Right-of-Way Issues and PowerPoint Presentations to reflect Specific Plant s,City staff,or City Attorney commentsoregarding curb cuts and right-of-way issues, MIG Preparation for and Attendance at the MIG[ofor and attend the Joint Joint City Carnal,Planning Commission, prepare Traffic Commission,and BeautificationSession to review the Draft Specific Plan 5 1,875 Committee Sessionand the Errata Memorandum MI6 Preparation for and Attendance at the Joint City Council,Planning Commission, MI6 to prepare for and attend the Joint • Traffic Commission,and Beautifcationflan 6Z5 Committee Session regarding Curb CN and Rightal.Way issues _ Revisions to the Errata Memorandum in response to comments received at Me 'Joint Session meeting.Revised Errata Memorandum submitted to City In elMronicformat. Revised Errata Memorandum to be used in the public (MIG revises Errata Memorandum per Jointe w process. Note'.this is an estimate 5 3d]5! 2weeks fmmlM receipt of comments Session Direction of most If the responses to the Joint Session ticipated to exceed 54,5 00,MIG will prepare a budget estimate/amendment prior to executing the revisions.If no revisions are necessary,MI6-will not charge time to this task. IRevisions to the Errata Memorandum in MI6 revises Errata Memorandum Regarding response to comments received at the $ 1,115 Zweeks from the receipt of comments Curb Cut and RightofWay Issues 'J dot Session meeting regarding curb cuts and right-of way issues. !MI6 Additional Project Managementfor !Additional project management as a {! lllon hedule,additional work,and contract result of a longer schedule,additional 5 j 750 ad glyd9ratlon contract administration,and m client/consultant meetings/calls MI6 Additional Prcgect Management for Additional project management as a longer schedule,additional work,and contract result of a longer schedule,additional $ 1.)50 administration,Curb Cuts and Right-of-Way contract administration,and Issue client/consultant meetings/calls. Lobe, $ 47,7(X0 DkeclCosts $ 500 corn! _ 5 asioo,. _. 2. All other terms and conditions contain in the Professional Services Agreement shall remain in full force and effect. Executed this 1st day of August, 2017. MIG, I City of Roser By: _ ►i� a I r BY � Name: Chris Be 11111. Name: PoII i Low Title: Princi.al . Title: Mayor Address: 800 Hearst Avenue Address: 8838 Valley Boulevard Berkeley CA 94710 Rosemead, CA 91770 Attest: Title: Marc Donohue City Clerk [If Corporation, TWO SIGNATURES, President OR Vice President AND Secretary, AND CORPORATE SEAL OF CONTRACTOR REQUIRED] Approved as to : By: 3 Name: 4achel Kic man, City Attorney Burke, Williams & Sorensen, LLP Title: "°"' City of Rosemead MVOR PRO 11VL I I a )x I l.A I I-1 ROI:I FV AND 1 1 P,1X \YY IO LAUL)I4DIRk RY. UlLV URVI A'll^n V v.Ai ],_ If 11IlAIL! ( \Il IISY.•IOn Sn)-vlti AMENDMENT NO. 4 TO PROFESSIONAL SERVICES AGREEMENT The Professional Services Agreement of June 11, 2014, for the Garvey Avenue Specific Plan and Environmental Impact Report project between the City of Rosemead and MIG, Inc is amended as follows: 1. Subsection 3.1.2 Term is amended to reflect a new termination date as follows: The term of this Agreement shall be from June 11, 2014 to December 31 , 2017, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. 2. Scope of Services (Exhibit "A") is amended to the following: Task 6.4— Matrix of Changes Task 6.4.1 : Preparation of Documents • Prepare draft/final staff reports for the Planning Commission and City Council meeting • Prepare draft/final Planning Commission and City Council resolutions in consultation with City staff and City Attorney • Prepare draft/final City Council ordinance for Zone Change in consultation with the City staff and City Attorney • Coordinate with City staff for review and approval of all documents Task 6.4.2: Project Management • Maintain project folder in digital and hard copy form as needed; • Update status/progress regularly; and • Provide project files to City staff. 3. Compensation The total Compensation (Exhibit "C") shall be increased by $23,600. °\1OR: City of Rosemead \I N 014 PRO HMI lax n 1. ♦111`, BOULIV.ARD P.0 RC 3Pe [ t MII.AIPVIRF RI RtShI Ic,D ( ()R .A'll^u 1 I[PIInAF .bV..lOn S. VIS AMENDMENT NO. 4 TO PROFESSIONAL SERVICES AGREEMENT The Professional Services Agreement of June 11, 2014, for the Garvey Avenue Specific Plan and Environmental Impact Report project between the City of Rosemead and MIG, Inc is amended as follows: 1. Subsection 3.1.2 Term is amended to reflect a new termination date as follows: The term of this Agreement shall be from June 11, 2014 to December 31, 2017, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. 2. Scope of Services (Exhibit "A") is amended to the following: Task 6.4— Matrix of Changes Task 6.4.1 : Preparation of Documents • Prepare draft/final staff reports for the Planning Commission and City Council meeting • Prepare draft/final Planning Commission and City Council resolutions in consultation with City staff and City Attorney • Prepare draft/final City Council ordinance for Zone Change in consultation with the City staff and City Attorney • Coordinate with City staff for review and approval of all documents Task 6.4.2: Project Management • Maintain project folder in digital and hard copy form as needed; • Update status/progress regularly; and • Provide project files to City staff. 3. Compensation The total Compensation (Exhibit "C") shall be increased by $23,600. MAYOR: MARGARET CLARK MAYOR PRO TEM: SANDRA ARMENTA COUNCIL MEMBERS: WILLIAM ALARCON JEAN HALL POLLY IoW City of Rosemead 8838 E. VALLEY BOULEVARD P.O BOX 399 ROSEMEAD, CALIFORNIA 91770 TELEPHONE (626) 569-2 100 FAX (626) 307 -9218 AMENDMENT NO. 1 TO PROFESSIONAL SERVICES AGREEMENT The Professional Services Agreement of June 11, 2014, for the Garvey Avenue Specific Plan and Environmental Impact Report project between the City of Rosemead and MIG, Inc is amended as follows: 1. Subsection 3.1.1 Scope of Services is amended to include a Traffic Analysis Revision by KOA Corporation, MIG's review of the Traffic Analysis Revision, and project management all of which shall not exceed a total cost of $5,300.00. 2. Subsection 3.1.2 Term is amended to reflect a new termination date as follows: The term of this Agreement shall be from June 11, 2014 to July 31, 2016, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. 3. All other terms and conditions contain in the Professional Services Agreement shall remain in full force and effect. Executed this _lj '�/— day of�2015. Address: 800 Hearst Avenue Berkeley, CA 94710 Title: CitV Manager Address: 8838 Valley Boulevard Rosemead, CA 91770 M G M O O R E I A C O f A N O G O L T 5 M A N. I N C. AUTHORIZATION FOR ADDITIONAL SERVICES REQUEST PROJECT NAME: Garvey Avenue Corridor Specific Plan DATE: 7/23/15 LOCATION: City of Rosemead JOB #20191 CLIENT: Sheri Bermejo, City Planner, City of Rosemead ADDRESS: 8838 East Valley Boulevard, Rosemead, CA 91770 REQU EST #1: MIG hereby requests authorization to proceed with additional services as based on the following Scope of Services: Review "in progress" developer plans for various sites within the Garvey Avenue Corridor Specific Plan project area for compliance with the Draft Garvey Avenue Corridor Specific Plan. Prepare memorandum summarizing review findings. Meet with City staff to review summary findings. Meet with developer and City staff, as requested, to review summary findings. Change in Fee: Original Fee: Previous Additional Services Requests: Current Adjusted Fee: Current Additional Services Request: New Adjusted Fee: $336,315.00 $0 $336,315.00 $10,000.00 Invoiced on a Time and Materials Basis (see attached Labor Rates and Direct Cost) $346,315.00 Payment Schedule: To be invoiced as part of the regular monthly billing cycle. Approvals: Moore lacofano Goltsman, Inc. Signature: Date: 8 15 ❑Main Office: 800 Hearst Avenue, Berkeley, CA 94710 ❑MIG Sacramento: 4311 Street, Sacramento, CA 95814 Client: City of Ros tea Signature: Date: 71A-7 S Moore lacofano Goltsman, Inc ■ MIG Pasadena: 537 S. Raymond Avenue, Pasadena, CA 91105 OMIG Riverside: 1500 Iowa Avenue, Riverside, CA 92507 ❑MIG Fullerton: 801 N. Harbor Boulevard, Fullerton, CA 92832 OMIG San Diego: 1111 6' Avenue, #404, San Diego, CA 92101 ❑MIG Eugene: 2791 Oak Alley, #6, Eugene, OR 97405 OMIG Portland: 815 SW 2nd Avenue, 4200, Portland, OR 97204 -3022 Labor Rates Principal -In- Charge $200 -235 M 0 Urban Designer $100 -130 Planning Associate M O O R E I A C O F A N O G O L T S M A N, I N C. Labor Rates Principal -In- Charge $200 -235 Project Manager $150 -170 Urban Designer $100 -130 Planning Associate $95 -130 Environmental Director $160 -150 Environmental Associate $90 -120 Administrative Assistant $80-90 Direct Costs All hourly rates include normal overhead. Reimbursable expenses, including copying, printing, travel, etc. will be billed at cost plus 10 percent. Hourly rates are updated periodically. Expert Witness for deposition and testimony will be billed at $350.00 /hour. `?ECEWED CITY OF ROSEMEAD PROFESSIONAL SERVICES AGREEMENT M Il BF =t.F4 PARTIES AND DATE. This Agreement is made and entered into this — day of _�r , 2014 by and between the City of Rosemead, a municipal organization organized under the laws of the State of California with its principal place of business at 8838 E. Valley Boulevard, Rosemead, California 91770 ( "City ") and Moore lacofano Goltsman, Inc. (MIG), a corporation with its principal place of business at 800 Hearst Avenue, Berkeley, CA 94710 ( "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 and environmental services to public clients, is licensed in the State of California, and is familiar with the plans of City. 2.2 Project. City desires to engage Consultant to render professional land use and environmental consulting services for the proposed Specific Plan and Environmental Impact Report project known as ('Project') and referred to as the Garvey Avenue Corridor Specific Plan as set forth in this Agreement. 3. TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional land use and environmental consulting services necessary for the Project ('Services "). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 3.1.2 Term. The term of this Agreement shall be from to , 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. MIG, INC Page 2 of 31 3.2 Responsibilities of Consultant. 3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3.2.2 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit "B" attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City. 3.2.4 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the City. The key personnel for performance of this Agreement are as follows: Christopher Beynon (Principal -in- Charge), Lisa Brownfield (Project Manager), and Dan Amsden (Deputy Project Manager). 3.2.5 City's Representative. The City hereby designates the City Planner or her designee, to act as its representative for the performance of this Agreement ( "City's Representative'). City's Representative shall have the power to act on behalf of MIG, INC Page 3 of 31 the City for all purposes under this Contract. Consultant shall not accept direction or orders from any person other than the City's Representative or his or her designee. 3.2.6 Consultant's Representative. Consultant hereby designates Lisa Brownfield or her designee, to act as its representative for the performance of this Agreement ( "Consultant's Representative "). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his /her best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.2.7 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times. 3.2.8 Standard of Care, Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. Any employee of the Consultant or its sub - consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re- employed to perform any of the Services or to work on the Project. 3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal /OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the MIG, INC Page 4 of 31 indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 3.2.10 Insurance. 3.2.10.1 Time for Compliance. Consultant shall maintain prior to the beginning of and for the direction of this Agreement insurance coverage as specified in Exhibit "D" attached to and part of this agreement. 3.3 Fees and Payments. 3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "C" attached hereto and incorporated herein by reference. The total compensation shall not exceed three hundred thirty six thousand, three hundred fifteen dollars ($336,315.00) without advance written approval of the City. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement. 3.3.2 Payment of Compensation. Consultant shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. 3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City. 3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work' means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from City's Representative. 3.3.5 Prevailing Wages. Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 1600, et seq., ('Prevailing Wage Laws "), which require the payment of prevailing wage rates and the performance of other requirements on "public works' and "maintenance" projects. If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the MIG, INC Page 5 of 31 commencement of this Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant's principal place of business and at the project site. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 3.4 Accounting Records. 3.4.1 Maintenance and Inspection. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.5 General Provisions. 3.5.1 Termination of Agreement. 3.5.1.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. 3.5.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request. 3.5.1.3 Additional Services. In the event this Agreement is 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: MIG, INC Page 6 of 31 CONSULTANT: MIG, INC 169 North Marengo Avenue Pasadena, CA 91101 Attn: Lisa Brownfield CITY: City of Rosemead 8838 Valley Boulevard Rosemead, CA 91770 Attn: Sheri Bermejo, Planning Division Such notice shall be deemed made when personally delivered or when mailed, forty -eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.3 Ownership of Materials and Confidentiality. 3.5.3.1 Documents & Data, Licensing of Intellectual Property. This Agreement creates a non - exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ( "Documents & Data'). Consultant shall require all subcontractors to agree in writing that City is granted a non - exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 3.5.3.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to MIG, INC Page 7 of 31 the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.5 Attorney's Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all other costs of such action. 3.5.6 Indemnification. Consultant shall defend, indemnify and hold the City, its officials, officers, employees, and volunteers free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner to the extent caused by the negligent acts, omissions or willful misconduct of Consultant, its officials, officers, employees, agents, consultants and contractors caused by the negligent performance of the Services, the Project or this Agreement, including without limitation the payment of all consequential damages and reasonable attorneys fees and other related costs and expenses. Consultant shall defend, at Consultant's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings that may be brought or instituted against City, its directors, officials, officers, employees, or volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse City and its directors, officials, officers, employees, agents and /or volunteers, for any and all reasonable legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials officers, employees, agents or volunteers. In the event the City is found by a court or arbitrator to be partially liable for a CLAIM, such City shall reimburse the CONSULTANT for its proportionate share of the reasonable costs of defense actually expended, based on its share of liability. 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. MIG, INC Page 8 of 31 3.5.8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. 3.5.9 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.5.10 City's Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project. 3.5.11 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties. 3.5.12 Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.5.13 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subcontractors of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.5.14Amendment; 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. MIG, INC Page 9 of 31 3.5.18 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Consultant further agrees to file, or shall cause its employees or sub - consultants to file, a Statement of Economic Interest with the City's Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty, 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. MIG, INC Page 10 of 31 CITY OF ROSEMEAD By: 4mv — Je Allred, City Ma ager City of Rosemead Attest: 1 oria Molleda City Clerk Approved as to Form: zzdl ff,'� Rachel Richman, City Attorney Burke, Williams & Sorensen, LLP INCORPORATED '56L'% G91-16MMK i..�►.Q; ! r�►!, Title: I�res �dc.�-f [If Corporation, TWO SIGNATURES, President OR Vice President ND Secretary, AND CORPORATE SEAL I OFt CONTRACTOR MIG, INC Page 11 of 31 EXHIBIT "A" SCOPE OF SERVICES PHASE ONE: Garvey Avenue Corridor: Today Task 1: Initial Reconnaissance, Project Kickoff, and Work Program Refinement. Task 1.1: StafflConsultant Kickoff Meeting. The MIG Team (MIG, The Natelson Dale Group, KOA Corporation, and Land Design Consultants) will meet with the City of Rosemead at the commencement of the project. This initial task is intended to accomplish a number of important initial steps in the work program, including the following: • Establish communication links and protocol with City staff • Ensure that individual responsibilities of City staff and the MIG Team are understood • Establish an understanding of information sources and availability • Review the scope of work and make refinements • Finalize the project schedule and target milestone timeframes with staff • Briefly discuss the known aspects of the existing General Plan, Zoning Code and Map, related Design Guidelines, City's Strategic Plan, and any other necessary information that may inform or influence this process • Confirm members of the Garvey Avenue Corridor Sub- Committee Task 1.2: Corridor Tour. City staff will lead the MIG Team on a 60 - 90 minute tour of the Garvey Corridor to highlight individual sites, community facilities, key issue and opportunity sites, environmental resources/ considerations, areas where land use change may be desired and other factors. MIG will photo - document the study area for use in subsequent presentations and work products. The City will be responsible for tour logistics (e.g., vehicle for tour (if needed), tour maps, etc.). Task 1.3: Meeting with City Departments. MIG will conduct one 1.5 -hour meeting with City department representatives. Up to 10 representatives will be invited to the meeting. At this initial meeting, the group will discuss the project, describe the process, and convey expectations for the project. The group will also • Review initial issues and concerns for the corridor • Identify known technical issues (sewer capacity, water pressure issues, traffic issues, etc.) needing to be addressed or considered during the process • Identify data availability • Identify contact persons, availability and involvement of staff members • Clarify roles and responsibilities • Coordinate GIB data transfer • MIG will provide a digital agenda and sign in sheet for the meeting Task 1.4: Garvey Avenue Corridor Sub - Committee Meeting #1 - Introduction. The MIG Team understands the Garvey Avenue Corridor Sub - Committee is a critical resource and driving force for this project. We understand that the Sub - Committee is not merely a "check -off' but is a significant component to the planning process. The Sub - Committee is to be actively engaged and will provide meaningful information as well as direction to the consultant team. The Garvey Avenue Corridor Sub - Committee is an Adhoc committee consists of two City Council members, one Planning Commission member, one Traffic Commission member, and one Beautification Committee member. The Sub - Committee will have three primary roles: 1) advise and direct the Specific Plan team, 2) identify issues and opportunities for the team to address; and 3) update their respective Commissions and Council on the project. The Sub - Committee will also discuss code enforcement issues and needs for the Plan. The agenda of this initial meeting includes introducing the Sub - Committee to the MIG Team, presenting MIG, INC Page 12 of 31 the project scope and time lines, outlining the process; identifying issues important to the Sub - Committee and identifying where Sub- Committee's guidance is essential; and defining final products. workshops, and meetings. The group members will also identify the questions or issues that he /she thinks must be answered or addressed in order to make this project a success. The meeting will last up to 2 hours, MIG will prepare and provide one digital agenda, digital sign -in sheet, and digital meeting materials for the City reproduction and distribution to the Sub - Committee. City staff will be responsible for the preparation and distribution of any staff report and public notices. Following the meeting, City staff will prepare a digital set of meeting notes. Work Product: • Attendance by Consultant at Staff Kick -off meeting • Final Scope of Work • Garvey Avenue Study Area Tour imagery • City Department Staff Meeting Agenda and Sign In Sheet— one digital copy of each • Sub - Committee Meeting Agenda, Sign -In Sheet Meeting Materials, Meeting Notes — one digital copy of each Task 2: Existing Conditions, Issues, Opportunities and Challenges Task 2.1: Background Data Review and Analysis. MIG will review existing plans and additional key data pertaining to the Garvey Avenue Corridor Specific Plan area and will identify potential current and future issues to focus the activities of the plan. This includes but is not limited to • City of Rosemead General Plan • City of Rosemead Zoning Code and Zoning Map • Garvey Avenue Master Plan City of Rosemead Strategic Plan City GIS data - we intend to use the City's Digital Map Products system for GIS and gather that information from the County. GIS information will also be collected from SCAG. Final EIR (FEIR) for the 2006 City of Rosemead General Plan Update and Addendum to the FEIR certified on April 13, 2010 for the 2010 General Plan Amendment • Public Works and Engineering Resources: Pavement Management Plan, Street Tree Inventory and Planting Plan, Climate Study /Greenhouse Gas Inventory, and Public Improvement Plans • Other background information such as traffic studies, and any existing utility /drainage plans (prepared by the City and /or any special districts within the study area) The analysis of this data will 1. Identify all State and Federal laws, that need to be addressed (e.g. Assembly B1132 -The California Global Warming Solutions Act, CEQA) 2. Identify any necessary General Plan Amendments (e. g. Amendments to the Land Use Element, Circulation Element, Resource Management Element, etc.) and Zoning Code and Zoning Map Amendments that need to be completed as part of the work program 3. Provide a thorough understanding of the regulatory framework 4. Provide an inventory of the existing land use and circulation conditions 5. Provide insight into the social and economic character of the project 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. Task 2.2: Base Mapping. MIG will review existing GIS data including existing land use, General Plan land use designations, zoning, existing dwelling units per parcel, existing jobs or non - residential square footage per parcel, street centerlines, building footprints, and height attributes (as available). All GIS information will be assumed to be accurate and up -to -date. If GIS data requires updating, MIG will use the recently acquired County of Los Angeles Assessor Tax Roll data to fill in any blanks. This data will be verified during the Detailed Land Use Survey and the Urban Design Survey. MIG, in coordination with the City staff, will define and format a series of base maps for use throughout the update process. These MIG, INC Page 13 of 31 base maps will include existing conditions information, such as existing land use, zoning, circulation, and environmental information. We will ensure all maps have a uniform style, legend, and title block. At the culmination of the project, MIG will provide the City with the CIS maps and associated files developed during the process. Task 2.3: Detailed Land Use Survey. MIG will conduct a land use survey (using satellite imagery. Google Streetview, Los Angeles County Assessors Tax Roll data, and a follow -up windshield survey for field verification as needed) to verify City GIB land use information. The Land Use Survey establishes baseline land use conditions for planning and EIR analysis purposes. At the culmination of the project, MIG will provide the City with the GIB maps and associated files developed during the process. All CIS data and mapping prepared for the Specific Plan will be developed consistent with City protocols and data formats to ensure easy integration into the City's information system upon completion of the project. Task 2.4: Analysis of: Land Use, Zoning, Development Trends, and Land Subject to Change. MIG will use the land use survey (Task 2.3) to document existing land use conditions, as well as analyze the existing land use pattern and adopted and pending plans that affect development in the Study Area. In addition, we will describe, analyze, and map existing land uses and identify constraints and opportunities for future growth and development within the corridor. Regarding land use regulations, MIG will review the overall land use regulations to understand what changes may be needed, and to identify how the Specific Plan can be structured to anticipate any required revisions. As part of this work program, we will make recommendations regarding policies to be included in the Special Plan to provide a foundation for subsequent code changes. MIG will also analyze existing land use patterns, development patterns, vacancy., under - utilized properties, and potential development projects to determine areas of stability and areas of change. Based on this analysis and other information prepared during Task 2, MIG will prepare a series of stability and change area maps that will be used as a starting point for developing scenarios during Phase 2. Task 2.5: Urban Design Survey. MIG will conduct an urban design survey that describes the look, feel, and character of existing development and public spaces in the City. This will include identifying architectural patterns and themes to be preserved, character elements to emphasize, and barriers to be addressed. It will also look at building footprints (where built to parcel lines), building heights, street facing /sidewalk relationships, streetscape, signage, maintenance, etc. MIG will produce associated maps and graphics that illustrate existing conditions, including gateways, historic resources, major urban features, open space, character areas, landmarks, and gateways. Task 2.6: Interface with the Development Community. The Natelson Dale Group (TNDG) will conduct interviews with commercial and residential developers familiar with the Rosemead market, with a particular focus on firms experienced in mixed -use development. The purpose of these interviews will be to derive market factors and other data to be utilized in the pro forma financial analysis. Task 2.7: Transportation and Mobility Base Analysis. The City is required to support commute traffic and general cut - through traffic, as it lies between multiple communities and is traversed by major parallel roadway corridors to the 1 -10 Freeway. The General Plan Circulation Element traffic impact study, prepared by KOA in March 2010, identified future operations at all of the four major intersections as approaching or exceeding capacity conditions during peak periods. KOA includes a study area of nine intersections and the analysis of major intersections within the focused corridor plan area (between New Avenue and San Gabriel Boulevard), as well as traffic signals at interim locations along Garvey, and other selected intersections to the south, including those on routes to and from the 1 -10 freeway. The Specific Plan traffic study will need to identify a balance between supporting and alleviating commute congestion and providing appropriately -sized land uses within the Plan area. Based on our review of the RFP, our discussions with City staff, the local roadway network, and our past experience with the most recent Circulation Element, the following scope framework was developed. MIG, INC Page 14 of 31 • Analysis of up to nine study intersections • Analysis of a main land use plan and an alternative • Review of existing and planned bicycle and transit facilities • Development of improved bicycle, pedestrian, and transit linkages and development of focused Complete Streets concepts in mind, as feasible for the corridor • Development of roadway /intersection mitigation measures, where necessary and feasible KOA will prepare a focused background analysis summarizing existing mobility conditions and include an inventory of transportation facilities (roadway, parking, transit, pedestrian, bicycle) and a summary of their current operation. Scoping and Coordination. KOA will coordinate with City staff to build consensus on the proposed project trip generation, trip distribution, and study intersections for approval by the City prior to starting the traffic analysis. We will prepare a scoping document that will include the traffic study approach, methodology, and assumptions for review and approval by the City. Based on our coordination efforts, KOA will make adjustments to the study scope as needed. This task includes KOA participation in a kickoff meeting with City staff, if needed. The study will evaluate significant impacts on the study area circulation system for an existing plus - project analysis and a buildout analysis. The project distribution and the background growth analysis for the buildout analysis will be consistent with the SCAG regional traffic model. Data Collection. KOA will collect new traffic counts at up to nine intersections for weekday peak periods. This will include seven study intersections within the Garvey Avenue corridor plus other intervening intersections on the corridor to the south. Manual peak -hour turning movement counts will be collected during the weekday a.m. peak (7:00 a.m. to 9:00 a.m.), weekday p.m. peak (4:00 p.m. to 6:00 p.m ) time periods at the study intersections. KOA will conduct detailed fieldwork including intersection geometry, signal phasing, transit services and on- street parking /restrictions within the study area Existing and planned transit and bicycle facilities in the area will be researched and documented. Existing Conditions. KOA will conduct an analysis of existing conditions at the study intersections to determine current traffic operating conditions. The data collected will be used to create a local area traffic analysis file. The traffic analysis file will be adopted from the Circulation Element analysis and will include all key Specific Plan roadways and intersections for detailed level of service analysis. The results of the existing conditions analysis will be documented and summarized in the traffic study report . Task 2.8: Infrastructure Base Analysis. LDC will summarize information on existing (as- built) conditions in the City related to streets, water, sewer, storm drains and other civil improvements such as (dry utilities -- electrical, telephone, natural gas, cable television, etc.). Based on discussions with the Rosemead Public Works Department, LDC will document infrastructure needs and capacities. LDC will review and evaluate existing City capital improvement plans to assess the general availability and service capacity for future growth. Individual tasks include: • Initial reconnaissance. Attend meetings with City Staff to review Scope of Work and define final scope of work associated with civil improvements. • Background Material Research. Provide a research of improvement plans and other existing civil works for streets, sewers, water, storm drains and other civil improvements. Obtain available material from the local governing agencies. Perform a site visit to observe existing condition to augment the materials obtained from the agencies. • Work Sessions with the City. Prepare for and attend a work session with the City of Rosemead staff and the design team to assist with the civil engineering issues. MIG, INC Page 15 of 31 Task 2.9: Case Studies /Real-life Examples of Similar Projects. MIG will review other specific plans to provide four real -life examples of similar projects. Each example will be analyzed for its effectiveness and applicability to the Garvey Avenue Corridor Project. MIG will work with staff to determine the appropriate criteria to evaluate the examples. MIG will begin with review of projects within the San Gabriel Valley, and then the Los Angeles metropolitan area. As needed, MIG will then research projects from other large metropolitan areas in California, as necessary . MIG will contact each of the local governments associated with each project to help determine the level effectiveness and applicability of the project. A summary of each project, its relation to Rosemead and its effectiveness will be provided along with images. One digital copy of the case study summary will be provided to the City PM. Task 2.10: Stakeholders Interview. Local stakeholders who live and work within the planning area often have their ears "closer to the rail" and know the very local happenings and issues better. As such, we recommend conducting a refined stakeholder interview meeting. This informal meeting will be conducted with up to nine interviewees and last no longer than 90 minutes. Stakeholders will be asked about what is working and not working in the corridor, what issues exist, if they have any plans in place that we should know about, and other topics that might influence the Specific Plan. Potential stakeholder interviewees could include: a community organizations representative, Garvey Street business owner(s), Chamber of Commerce representative, local service providers, and local developers. The final list of interviewees will be developed in close coordination with City staff. MIG will prepare an invitation letter for the City to reproduce and mail. The City will be responsible for follow up contact with the interviewees. MIG will provide an agenda and the interview questions to City staff ; City staff will conduct the interview and provide the consultant team with a copy of the interview notes. One digital copy of the agenda, invitation letter, and interview questions will be provided to the City PM, Task 2.11: Staff Meeting to Review Background Analyses. MIG will conduct one two -hour meeting with staff (City PM and others, as appropriate) to review the background analyses. The City shall combine all staff comments into a single comment document that the MIG Team will use to revise the Background Analyses Task 2.12: Sub - Committee Meeting #2 - Background Analyses Review Meeting. Upon receiving City staff comments, the Background Analyses will be revised. once, to address the comments. The MIG Team will then meet with the Sub - Committee to review the revised Background Analyses, identify any incorrect or omitted information, and discuss important issues to be addressed in the project. The Sub - Committee will also review the stakeholder interview results and the case studies. In preparation for the meeting, MIG will provide a digital meeting agenda, one digital revised Background Analyses, and one digital case study summary to the City PM at least one week prior to the meeting. In addition, MIG will provide 12 hard copies of the revised Background Analyses. MIG will prepare a PowerPoint presentation outlining key information to be presented at the meeting. The meeting is anticipated to take up to two hours to conduct. After the meeting. City staff could prepare a meeting summary. Task 2.13: Final Background Analyses. Upon meeting with the Sub - Committee, MIG will revise the Background Analyses to address Sub - committee comments. If necessary, a comment log will be created to address any comments that could not be addressed within the Background Analyses. One digital copy and 12 hard copies of the Background Analyses and comment log, if necessary be provided to the City PM. Work Products: Background Analyses — Administrative Draft for City staff review - six hard copies and one digital copy • Base Mapping • Detailed Land Survey • Urban Design Survey • Land Use, Zoning, Development Trends, and Land Subject to Change Analysis • Transportation and Mobility Base Analysis MIG, INC Page 16 of 31 o Infrastructure Base Analysis • Revised Background Analyses —12 hard copies and one digital copy Final Background Analyses and Comment Log -12 hard copies and one digital copy Case Studies - 12 hard copies and one digital copy . Stakeholder Interview Invitation, Meeting Agenda, and Interview Questions - one digital copy of each • Background Analyses Summary PowerPoint Presentation - one digital copy . Sub- Committee Meeting Agenda and Sign In Sheet— one digital copy of each document PHASE 2: Garvey Avenue Corridor: What do We Want to Be? Task 3: Visioning and Alternative Selection Task 3.1: Creation of Concept Alternatives. Building upon the Areas of Stability and Change Maps (Task 2), Sub - Committee direction, and Background Analyses, MIG will develop up to three Concept Alternatives that will be used to show land use, urban design, mobility, and policy options for the future. This will include identifying specific focus areas that are expected to be the primary locations of land use change including the Auto Auction site The concept alternatives will be highly graphic and include descriptive text, diagrams, and images (and may include photo simulations and sketches). Alternatives will also offer various solutions to the transportation and mobility, amenities, and community spaces. Task 3.2: Assessment of Concept Alternatives Summary Report. The MIG Team will have an internal work session to evaluate the concept alternatives in terms of implications of land use, mobility, economic development, infrastructure, public facilities and services, and the natural environment. Based on the evaluation, we will prepare a Concept Alternatives Summary Report that includes text, graphics, images and maps. An underlying objective of this report is to communicate technical and policy issues in a manner easily understood by community members and decision- makers. Specific topics that may be addressed and analyzed include. • Land use and development potential • Urban design criteria to promote future development that builds on current desirable features and facilitates improvements • Sustainability concepts to be incorporated • Mobility, such as multi -modal access improvements • Public infrastructure and service demands, including water, sanitary, storm drainage, flooding, recycle water, police. and fire • Public safety • Opportunities for plazas, parks, and public gathering amenities One digital and one hard copy of the concept report will be provided. Task 3.3: Staff Work Session. The MIG Team will meet with City staff and the City department representatives to review the Concept Alternatives and the Concept Alternative Summary Report with the intension of identifying concerns, issues or other concepts that should be tested. MIG will then finalize the Concept Alternative Summary Report . Task 3.4: Sub - Committee Meeting #3 - Alternatives. MIG will prepare for and facilitate a meeting with the Sub - Committee to discuss the Concept Alternatives and Summary. The Sub - Committee will provide feedback, including suggested additions and revisions. The group will also discuss the agenda and goals for the optional Community Dialogue meeting. MIG will a provide the City PM with a digital copy of the agenda, a digital copy of the Alternatives and Alternatives Summary Report, and 12 hard copies of the Alternative Summary Report . City staff will prepare and distribute Sub - Committee meeting summary notes. The meeting is intended to last 2 hours. Optional Task 1: Prepare and Conduct Community Dialogue (Workshop). The MIG Team will prepare for facilitate a Community Dialogue (meeting/workshop) to provide an introduction to the project MIG, INC Page 17 of 31 and solicit input from the community regarding alternatives. The agenda for this Community Dialogue will include: a project introduction, review of technical analyses, alternatives. and alternatives' summary, and an interactive exercise to elicit and refine alternative preferences. MIG, in coordination with City staff and the project team, will develop the meeting content, printed materials, and facilitate the Community Dialogue. City staff will be responsible for securing workshop locations, printing and distributing announcements, and proving refreshments. Language specialists will provide translation and cultural sensitivity at the Community Dialogue, as appropriate. Materials can be made be available in English, Vietnamese, Chinese, and Spanish. The Community Dialogue is scoped to last 2 hours. Following the Community Dialogue, MIG will prepare a summary of the information received at Community Dialogue. MIG will supply 75 meeting agendas and other meeting materials and sign -in sheets. One hard copy and one digital copy of the summary will be provided to the City PM' Task 3.5: Work Session to Refine Preferred Alternative - Based on direction received from the Sub - Committee, community, and staff, the MIG Team will prepare an outline of the Preferred Alternative that serves as the basis for developing the Draft Specific Plan. The Preferred Alternative will include land use map, a preliminary policy direction, and a goal framework needed to support the Preferred Alternative. One digital copy and 12 hard copies of the Preferred Alternative will be provided to the City PM for distribution to City staff and the Sub - Committee. Task 3.6: Sub - Committee Meeting #4 — Preferred Alternative— MIG will prepare for and facilitate a meeting with the Sub - Committee to review the Preferred Alternative and policy framework. MIG will provide agendas and meeting materials. Following the Sub - Committee, City staff could prepare meeting notes. The meeting is intended to last up to 2 hours. Task 3.7: Transportation Analysis 2. Based on the Preferred Alternative's use, density, and trip- making characteristics, KOA will • Determine project trip generation based on ITE Trip Generation rates, commercial use pass -by trip rates, internal capture rates between uses and adjacent developments, and transit use credits. • Determine the number and the distribution of new trips generated by the proposed land uses by block/sector, and assign and map them to the roadway system. As defined by the finalized seeping document, a project trip distribution pattern to regional travel routes will be applied. Different distribution rates will be applied to various sectors of the corridor parcels. Ideally. KOA would receive a spreadsheet file from the Client that contains parcel numbers and the change in residential units by density and the change in non - residential floor area in square feet by type, by parcel for changes under the Specific Plan. KOA will process the data in GIs and generate trips for analysis based on Traffic Analysis Zones (TAZs) or divisions of those regional model polygons. KOA will conduct an analysis of existing plus - project conditions at the study intersections to determine potential traffic impacts within the study area under existing conditions. This analysis would fulfill determinations made by the Sunnyvale and Expo Line CEQA court cases. The results of the existing plus - project conditions analysis will be documented and summarized within the traffic study report . KOA will analyze future pre - project conditions, which will establish a baseline for the evaluation of potential project traffic impacts in the buildout post project scenario. Future analysis conditions will be defined based on an annual ambient growth rate and trips generated by included area /cumulative projects that are on or close to the Garvey Avenue corridor. The results of the analysis of this scenario will be documented and summarized within the traffic study report. The ambient growth rate for the buildout analysis will be generated. The growth rate through the buildout analysis year will be defined through factors developed within the study area by base and buildout link MIG, INC Page 18 of 31 volumes from the SCAG regional model. A list of relevant projects for the buildout analysis will be generated through coordination with City planning staff and their pending project list The application of the model growth rate will provide for estimated traffic growth from most cities and nearby regional projects, however. The study will provide an analysis of the overall Plan effects on the area circulation system, develop potential circulation system improvements and multi -model travel infrastructure deficiencies (bicycle system missing linkages, general width of the sidewalk network by segment, and adequacy of Metro bus stop and local circulator shuttle access and amenities). Last- mile /first -mile trip connections will be reviewed Based on the proposed project land use and building floor area and the calculated net trips that would be the potential incremental traffic increases with adoption of the proposed land use plan, a future post - project analysis will be conducted for the buildout scenario. The results of the project impact analysis will be documented and summarized in the traffic study report. Up to two additional project scenarios will analyzed, as either environmental document scenarios or less intense development scenarios for the removal of identified traffic impacts. Mitigation measures will be developed and post- mitigation impacts will be evaluated for all land use scenarios. The land use density data for the proposed mixed -use areas will be used to create a parking supply requirement matrix by sub -area. The input data will be from GIS mapping /database or spreadsheet files to be provided by the Client. The analyzed sub -areas will be conglomerations of small areas (approximately three to five blocks) that can be used to create strategies for shared parking or parking demand reduction strategies, based on major land uses that could remain for many years into Plan implementation as well as new types of potential new uses. From this exercise, recommended parking requirements will be developed for general types of potential future land uses within the Plan area. As required by Los Angeles County, a Congestion Management Program (CMP) analysis will also be conducted at applicable CMP locations. The analysis will follow CMP guidelines and criteria in identifying potential impacts caused by the project. Caltrans sensitivity standards for traffic analysis, as recently adopted for use in the City of Los Angeles via a Memorandum of Understanding, will be applied to this analysis within the City of Rosemead, to analyze the potential for additional analysis needs on the I -10 facility due to the Specific Plan. KOA will prepare a draft traffic study report for review and comment by the project team. The report will document the traffic study's approach, methodology, assumptions, fndings and recommendations. Based on comments received, KOA will prepare a final version suitable for use by the Client in the Plan and environmental documentation. Task 3.8: Pro Forma Analysis. TNDG will prepare financial pro formas for up to four prototypical development projects. The prototypes will be defined in conjunction with MIG and will be oriented towards the identified opportunity sites within the Specific Plan Area, including but not limited to the Auto Auction site. The prototypical projects will encompass a range of land use alternatives and be intended to demonstrate the feasibility of different mixes and densities of development. Work Products: Sub - Committee Meetings #3 and #4 Agendas and Meeting Materials - one digital copy Facilitation of the Garvey Avenue Corridor Sub - Committee meetings Alternatives — up to three land use alternatives Concept Alternatives Summary Report — one digital and 12 hard copies Alternative Concepts Staff Work Session Agendas — one digital copy MIG, INC Page 19 of 31 • Preferred Alternative — one digital copy and 12 hard copies • Transportation Analysis 2 - one digital and one hard copy • Pro Forma Analysis — one hard copy and one digital copy • Optional Community Dialogue Agendas and Materials — one digital and 75 hard copies PHASE 3: The Preferred Future Garvey Avenue Corridor: How to Get There Task 4: Specific Plan Preparation Based on the information collected during previous tasks, the Specific Plan will be drafted to address the issues expressed by the Garvey Avenue Corridor Sub - Committee and Rosemead community. Task 4.1: Administrative Draft Garvey Avenue Corridor Specific Plan. In addition to meeting legal and technical requirements, the Specific Plan will be drafted so that it clearly illustrates how the planning area will be designed, and how it will look and operate. The Plan will be written so that it can be understood not only by government officials or land developers, but by community residents and business owners. The Plan will comply with the content requirements of Government Code Section 65450 et seq., Chapter 17.150 (Specific Plans) of the Rosemead Municipal Code, as well as any other applicable State guidelines and regulations. The Plan will include: Goals and Implementation Measures • A Description of the Planning Process • Opportunity Sites • 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 o Illustrations and text describing the future vision for the site, including specific preferred and alternative land uses • Land Use Element • Land Use Plan • Development Standards o Infrastructure Element • Transportation and Circulation Plan • Streetscape /Landscape Plan • Utilities and Public Services /Facilities Plan • Implementation, Financing and Phasing Element • Capital Improvement Program • Funding and Financing Program for Capital Financing and Maintenance • Phasing Program • Code Enforcement Program • Relationship of the Specific Plan's CEQA Review to subsequent projects • Specific Plan Administration and Enforcement At the outset of this task, the MIG Team and City staff will conduct an internal work session to develop the Specific Plan standards and guidelines based on the confirmed Preferred Alternative. MIG will then refine the policy framework that identifies new or modified policies, guidelines, standards, and implementation programs needed to support the Preferred Alternative. We propose developing a graphic, clearly written document that supplements the Garvey Avenue Master Plan. The guidelines and standards may apply to signs, building partitions, height, awnings, street furniture and other zoning code and building code parameters. It will also frame a checklist for alterations and steps for achieving appropriate permits or approvals. The Plan will also include a comprehensive implementation program that will focus on having the Plan be a living document that results in positive, real change in the community . The Specific Plan will also provide a systematic approach to address code enforcement issues. Key graphics may include Land Use, Key Economic Development Sites, Traffic Routes, Onstreet/Offstreet Parking, Design Guidelines and Standards, Streetscape Examples (multiple of images), Urban Design Key Features (multiple exhibits), Circulation, and key Infrastructure (sewer, water, utilities, etc.). MIG, INC Page 20 of 31 Six hard copies and one digital copy of the Administrative Draft Specific Plan will be provided to the City PM, Task 4.2: Financing Programllmplementation Plan. TNDG will provide a "tool box" of potential implementation strategies and financing mechanisms available to achieve the short and long -term goals of the Specific Plan. The overall implementation plan will include the following components: • Recommendations regarding allowable development densities with the Plan area (and relevant sub- areas), • Recommended timing of public improvements; • Recommendations for streamlining of development processing within the Plan Area; • Identification of municipal incentives necessary to attract desired development/land uses, • Analysis of potential funding sources and financing mechanisms (including grants, fees, assessments, developer impact fees, etc.); • Financial pro forma of sources and uses of funds for recommended public improvements. Recommendations regarding impact fees will be derived from the technical analysis to be completed by Land Design Consultants, Inc. Task 4.3: Sub - Committee Draft Specific Plan. MIG will address City staff written comments that are provided in a single comment document. This scope of work assumes two rounds of review. Upon completion of the second round of addressing Staff comment, the Sub - Committee Draft Specific Plan is ready for distribution to the Sub - Committee. One digital copy and 12 hard copies of the Sub - Committee Draft will be provided to the City PM for distribution. Task 4.4: General Plan, Zoning Code & Subdivision Ordinance Review and Recommendations Summary . MIG will review the Sub - Committee Draft Specific Plan for consistency with the City of Rosemead General Plan, Zoning Code, and Subdivision Regulations. If it is not consistent, inconsistencies will be identified and any amendments needed to ensure compliance will be described. Any necessary General Plan, Zoning Code, and Zoning Map amendments will be prepared by MIG and will be adopted as part of the specific plan adoption process. We will also provide a summary of how the Specific Plan supports the overall General Plan. One digital copy of the summary and 12 hard copies of the summary will be provided. Task 4.5: Sub - Committee Meeting #5 — Specific Plan and Code /Ordinance Review Summary. MIG will meet with the Garvey Avenue Corridor Sub - Committee to provide an update on the Specific Plan and the Code /Ordinance Review Summary. The Sub - Committee will then discuss the next steps of the project. the EIR and public hearings. MIG will provide one copy of the digital agenda and meeting materials. After the meeting, City staff will prepare a meeting summary. Specific Plan and Code /Ordinance Review Summary copies were identified in Task 4.3. Task 4.6: Draft Plan. Following review of the Sub - Committee Draft Plan by the Garvey Avenue Corridor Sub - Committee, MIG will incorporate the comments and prepare a public Draft Garvey Avenue Specific Plan for the environmental review process and public hearings. The Draft Garvey Avenue Specific Plan will be highly graphical and easy to read. Thirty hard copies and one digital copy will be provided to the City PM Work Products: • Administrative Draft Specific Plan — one digital copy and 6 hard copies • Financing Program /Implementation Plan —to be included in the Specific Plan • Sub - Committee Draft Specific Plan — one digital copy and 12 hard copies • Draft Plan — one digital copy and 30 hard copies • General Plan. Zoning Code, Subdivision Ordinance Review and Recommendation Summary — one digital copy and 12 copies • Sub - Committee Meeting #5 Agenda and a Sign -In Sheet - one digital copy of each MIG, INC Page 21 of 31 PHASE 4: CEQA COMPLIANCE Task 5: Prepare CEDA Documentation MIG will prepare an Initial Study and appropriate Environmental Impact Report (EIR) in compliance with the California Quality Act (Public Resources Code 21000- 21177) and CEQA Guidelines (California Code of Regulations. Title 14. Division 6. Chapter 3. Section 15000- 15387). The environmental review must be an integral part of the planning process and prepared concurrently with the Specific Plan project. Our work scope assumes that City staff will be responsible for all public noticing, distribution, and filing of environmental documents per the law. However, we can provide these tasks as additional services upon request. Task 5.1: Initial Study. MIG will prepare an annotated Initial Study (IS) in accordance with Section 15063 of the State CEQA Guidelines. The IS will be based on the latest version of the standard environmental checklist form contained in Appendix G of the State CEQA Guidelines and any customization to this checklist that may have been developed by the City in their local rules and implementation procedures. Succinct responses will be provided to the more than 80 questions that appear on the checklist. For each Initial Study checklist impact topic, a narrative discussion will provide adequate documentation to define those issues that need to be further addressed in the EIR and those that do not require further analysis. Based on our preliminary understanding of the project, the environmental setting, this proposal assumes that the results of the Initial Study will indicate a need for further analysis for the following topics' • Aesthetics • Air Quality • Cultural Resources • Greenhouse Gas Emissions • Hazards and Hazardous Materials • Land Use and Planning • Noise • Transportation and Traffic • Utilities and Services Systems A bibliography of references will be provided at the end of the IS. This task accounts for preparation of a draft IS for reviewicomment by the City, responses to one round of City comments, and completion of a final IS for distribution with the Notice of Preparation. Task 5.2: Notice of Preparation. MIG will prepare a Notice of Preparation of a Draft Environmental Impact Report (NOP) in accordance with Section 15082 of the State CEQA Guidelines to announce the City's determination that an EIR will be prepared and to request comments concerning the scope of issues to be addressed in the EIR. A primary purpose of an NOP is to solicit comments from other governmental entities that may have jurisdiction over some aspect of the project (i.e. Responsible Agencies) to define their area of authority, issues of concern, and to suggest approaches to avoid or reduce potentially adverse effects of the proposed project. The NOP also provides an opportunity to involve special interest groups, local residents and businesses, and the community at large in the scoping process. The NOP will reference the availability of IS to explain the basis for the focused scope of the EIR. MIG will produce and distribute printed and electronic copies of the NOP in accordance with a distribution list to be developed in consultation with City Staff. Distribution of the NOP will initiate a 30- day public review and comment period. MIG will ensure that the issues raised through the NOP process are properly addressed in the EIR. Task 5.3: Scoping Meeting. Early consultation with other government agencies and interested local interest groups and citizens is encouraged by the CEQA Guidelines, as part of the EIR scoping process. A public scoping meeting is not required under the State CEQA Guidelines for this project, therefore, this is at the City's discretion. MIG will assist the City in publication of a notice of such a meeting. and will manage the meeting, including presenting the EIR process and taking comments on environmental issues of concern. We will prepare summary meeting minutes and will ensure that the issues raised at the meeting are addressed in the EIR. MIG, INC Page 22 of 31 Task 5.4: Draft EIR, Notice of Availability, and Mitigation Monitoring Reporting Program. A program -level EIR will be prepared, focused on impacts involving aesthetics, air quality, cultural resources, greenhouse gases, hazards and hazardous materials, hydrology and water quality, land use and planning, noise, transportation and traffic, and utilities and services systems. This task consists of preparation, production, submittal, review and comment by City staff, and document revisions for a first and second administrative draft EIR. Immediately following City staff review and comment on the administrative draft EIR, MIG will prepare the Draft EIR (DEIR). MIG will prepare a Notice of Completion (NOC) for submittal to the State Clearinghouse and will prepare a Notice of Availability (NOA) to be transmitted to other government and quasi - governmental agencies, special interest groups, and interested persons that have requested notification of environmental documents prepared for projects under City planning review. This proposal assumes the City will publish the NOA in a local newspaper of general circulation and post it at the usual locations where planning actions are announced to the public. MIG will produce and distribute up to 30 electronic copies of the DEIR /NOA for public review and comment. Should additional copies be requested, MIG is prepared to provide these at additional cost for labor and materials. Circulation of the DEIR will initiate a mandatory 45 -day public review period. This task includes filing a No Effect Determination (NED) request with the California Department of Fish and Wildlife (CDFW) to waive the CDFW CEQA fees. MIG will prepare a Mitigation Monitoring Reporting Program (MMRP) in accordance with Section 21081.6 of the CEQA Statutes. The MMRP will list all mitigation measures included in the EIR to avoid, reduce, or compensate for any potentially significant impacts of the project, note the timing for implementation of each measure, and identify the entities responsible for ensuring that the mitigation measures are implemented as intended. The draft MMRP will be submitted for one round of review by City staff and we will make final revisions, if warranted, based on those comments. Task 5.5: Final EIR, Findings, and Statement of Overriding Considerations. A Final EIR (FEIR) will be prepared pursuant to Section 15132 of CEQA Guidelines. The main purpose of a Final EIR (FEIR) is to present comments received on the adequacy of the DEIR and the City's written responses to those comments. The FEIR would also include an erratum to address corrections and clarifications to the DEIR and a Mitigation Monitoring Reporting Program (MMRP). MIG will provide up to ten printed copies of the FEIR for distribution to the Planning Commission, City Council, and City Staff. Any additional copies can be provided at cost of labor and materials. Pursuant to Section 15091 of the State CEQA Guidelines, the City must make specific findings regarding project impacts. These findings relate to the significance of environmental impacts and the feasibility of mitigation and project changes. We will coordinate with the City Attorney to prepare this document and submit a draft for one round of review and comment by City staff. A last set of findings will be submitted for incorporation into the City's CEQA resolution for the project. Pursuant to Section 15093 of the State CEQA Guidelines, MIG will prepare a Statement of Overriding Considerations (SOC), if there are any unavoidable significant impacts and if the City determines that there are specific economic, social or other considerations that override any unmitigated environmental effects. We will coordinate with the City to prepare this document and submit a draft for one round of review and comment. A revised SOC will be submitted for incorporation into the City's CEQA resolution for the project. Task 5.6: Notice of Determination. Within five days of project approval, MIG will prepare and file a Notice of Determination with the County. We will request all fees be issued by the City prior to filing. Task 5 Work Products • Initial Study — one digital copy and five hard copies • NOP — to be determined with City staff • Seeping Meeting and Meeting Materials — one digital copy and one hard copy • Administrative Draft EIR — one digital copy and six digital copies • NOC /DEIR— 30 digital copies • Mitigation Monitoring Reporting Plan — one digital and 12 hard copies MIG, INC Page 23 of 31 • FEIR — one digital copy and ten hard copies • SOC — one digital copy • NOD — one hard copy PHASE 5: Garvey Avenue Corridor Specific Plan Adoption Process Task 6: Specific Plan Review and Adoption. The Rosemead City Council and Planning Commission will consider the Draft Garvey Avenue Corridor Specific Plan and EIR. Task 6.1: Work Session with City Council and Planning Commission on Final Draft. MIG will prepare a PowerPoint presentation for a joint City Council /Planning Commission session. The presentation will summarize the Draft Specific Plan concepts, the EIR findings, and feedback received to dale. MIG will provide one digital agenda, sign -in sheet, and PowerPoint presentation and 15 PowerPoint presentation hard copies Task 6.2: Preparation for Adoption Hearings. MIG will update the PowerPoint presentation and provide additional materials (agendas, wall maps, as needed) for the public hearings. It is assumed that City staff will prepare public hearing notices, including required posting, and mailing, Staff Reports, Ordmance(s), and Resolution(s). MIG will be available to assist City staff in this effort . For the budget purpose, a staff assistance allowance has been assumed. Task 6.3: Adoption Hearing(s) with Planning Commission. MIG will attend up to two Planning Commission hearings on the Final Draft Specific Plan and Final FIR. After the Planning Commission conducts its public hearings, a Matrix of Changes will be prepared for City Council consideration. Additional time or hearings will be attended as additional expense on a reimbursable basis with prior authorization from the City. Task 6.4: Matrix of Changes. MIG will create a matrix or table to record and track any changes to the Final Draft recommended by the Planning Commission per the adoption hearings. It is assumed that City staff will prepare public hearing notices, including required posting, and mailing, Staff Reports, Ordinance(s), and Resolution(s). One digital copy and ten hard copies of the Matrix of Changes will be provided to the City PM. Task 6.5: Adoption Hearing(s) with City Council. The MIG Team will attend up to two City Council hearings on the Draft General Plan and Final EIR. We will include the Planning Commission's recommended revisions in the PowerPoint prepared for the hearings in Task 6.3. Additional time or hearings will be attended as additional expense on a reimbursable basis with prior authorization from the City. Task 6.6: Staff Debrief. After the Specific Plan is adopted, MIG will meet with staff to review the conditions of approval and how best to address (with text language, maps, etc.) the recommended revisions in order to finalize the Final Plan and produce it Task 6.7: Final Revisions to Specific Plan. MIG will prepare a final Garvey Avenue Corridor Specific Plan based on the outcome of the City Council adoption hearing and post- hearing staff debrief. The budget provides an allowance for this task. If additional time is required, we will bill for additional services with prior authorization from the City. Task 6.8: Plan Production. MIG will publish the final Specific Plan as a digital interactive ePlan that can contain hot - linked cross- references, comment fields, and searchable text and graphics. Users would be able to sort the ePlan by topic, location, and other appropriate factors. Initially, MIG would create an administrative version of the ePlan for review by City staff. MIG would then prepare a deliverable version of the ePaan. In addition, MIG would train City staff to maintain and update the ePlan to incorporate future accomplishments, amendments, and updates. One digital copy of the Plan and 40 hard copies of the plan will also be provided. MIG, INC Page 24 of 31 Task 6.9: Project Closeout Meeting with Staff. After production of the Specific Plan, MIG will meet with staff via conference call to review the final plan product, review the overall process in regard to meeting Rosemead's needs, and determine all tasks have been accomplished and all products delivered. The digital plan, all GIS information, all maps, and other project materials will be transferred to City staff. Task 6 Work Products • Joint City Council /Planning Commission Working Session Agenda, Sign -In Sheet, and PowerPoint — one digital copy and 15 PowerPoint hard copies • Adoption Hearing PowerPoint Presentation —one digital copy • Matrix of Changes — one digital copy and 10 hard copies • Final Specific Plan — one digital copy and 40 hard copies • Attendance at up to 4 total public hearings with the Planning Commission and /or City Council Project Management Throughout the Project Task 7.1: Monthly Meetings. Monthly staff meetings (phone meetings, net meetings and meetings in Rosemead when other meetings in the City are scheduled) between City staff and the MIG Project Manager will be conducted for the duration of the Specific Area plan process to address miscellaneous project coordination. Eighteen half hour meetings will be held during the process. The MIG PM will supply an electronic agenda for the meetings. Task 7.2: Monthly Status Reports. MIG will prepare monthly status reports to be submitted for the purpose of keeping everyone up to date and on the same page throughout the process and will be submitted with monthly invoices. Task 7.3: Project Management. MIG will meet periodically with the subconsultants for coordination and management purposes. This task also covers day -to -day project management tasks, including invoice review and preparation and contract administration. Assuming an 18 month, the budget includes an allowance for this task. Task 7.4: Internal Team Coordination Meetings. These are internal team coordination that will occurs throughout the project so that the team is made aware of emerging conditions and understands what is needed and when MIG, INC Page 25 of 31 EXHIBIT "B" SCHEDULE OF SERVICES Task dule 1 Initial Reconnaissance, Project Kick -OH and Work Program Refnement (Subtasks 1.1 throw h 1.4 :M.n h 1 2 Existin Conditions, Issues. Opportunities, and Challenges Subtasks 2.1 — 2.13 h 1 - 3 3 Visioning, and Alternative Selection Subtasks 3.1 — 3.8 h 4 - 5 4 Specific Plan Preparation (Subtasks 4.1 —4.6) Month 6 - 10 5 _ Pre are CEQA Documentation Subtasks 5.1 — 5.6 Month 10-15 6 Specific Plan Review and Adoption Subtasks 6.1 —6.9 Month 16 - 18 7 Project Management Throughout the Project Subtasks 7.1 — 7 4 Ongoing MIG, INC Page 26 of 31 EXHIBIT "C" COMPENSATION (Cost Breakdown) Compensation Initial Reconnaissance Project Kick -Off and Work Program Refinement (Subtasks 1.1 $8,150 throw h 1 4 r8sk Existin Conditions, Issues, O ortunities, and Challen es Subtasks 2.1 — 2.13 $62 442 Visionin and Alternative Selection Subtasks 3.1 — 3.8 $64,345 S ecific Plan Pre aration Subtasks 4.1 —4.6 $70,376 Prepare CEQA Documentation Subtasks 5.1 —5.6 $71,396 6 -Specific Plan Review and Adoption Subtasks 6.1 —6.9 $19,660 7 Project Management Throughout the Project (Subtasks 7.1 — 74) $39,946 Total $336,315 Optional I Community Dialogue $22,500 MIG, INC Page 27 of 31 EXHIBIT "D" INSURANCE REQUIREMENTS Prior to the beginning of and throughout the duration of the Work, Consultant will maintain insurance in conformance with the requirements set forth below. Consultant will use existing coverage to comply with these requirements. If that existing coverage does not meet the requirements set forth here, Consultant agrees to amend, supplement or endorse the existing coverage to do so. Consultant acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required. Any insurance proceeds available to City in excess of the limits and coverage required in this agreement and which is applicable to a given loss, will be available to City. Consultant shall provide the following types and amounts of insurance: Commercial General Liability Insurance using Insurance Services Office "Commercial General Liability" policy form CG 00 01 or the exact equivalent. Defense costs must be paid in addition to limits. There shall be no cross liability exclusion for claims or suits by one insured against another. Limits are subject to review but in no event less than $1,000,000 per occurrence. Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including symbol 1 (Any Auto) or the exact equivalent. Limits are subject to review, but in no event to be less that $1,000,000 per accident. If Consultant owns no vehicles, this requirement may be satisfied by a non -owned auto endorsement to the general liability policy described above. If Consultant or Consultant's employees will use personal autos in any way on this project, Consultant shall provide evidence of personal auto liability coverage for each such person. Workers Compensation on a state - approved policy form providing statutory benefits as required by law with employer's liability limits no less than $1,000,000 per accident or disease. Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit requirements, shall provide coverage at least as broad as specified for the underlying coverages. Any such coverage provided under an umbrella liability policy shall include a drop down provision providing primary coverage above a maximum $25,000 self - insured retention for liability not covered by primary but covered by the umbrella. Coverage shall be provided on a "pay on behalf' basis, with defense costs payable in addition to policy limits. Policy shall contain a provision obligating insurer at the time insured's liability is determined, not requiring actual payment by the insured first. There shall be no cross liability exclusion precluding coverage for claims or suits by one insured against another. Coverage shall be applicable to City for injury to employees of Consultant, subconsultants or others involved in the Work. The scope of coverage provided is subject to approval of City following receipt of proof of insurance as required herein. Limits are subject to review but in no event less than $1,000,000 per occurrence. MIG, INC Page 28 of 31 Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the consultant and "Covered Professional Services" as designated in the policy must specifically include work performed under this agreement. The policy limit shall be no less than $1,000,000 per claim and in the aggregate. The policy must "pay on behalf of the insured and must include a provision establishing the insurer's duty to defend. The policy retroactive date shall be on or before the effective date of this agreement. Insurance procured pursuant to these requirements shall be written by insurers that are admitted carriers in the state of California and with an A.M. Bests rating of A- or better and a minimum financial size Vll. General conditions pertaining to provision of insurance coverage by Consultant. Consultant and City agree to the following with respect to insurance provided by Consultant: 1. Consultant agrees to have its insurer endorse the third party general liability coverage required herein to include as additional insureds City, its officials, employees and agents, using standard ISO endorsement No. CG 2010 with an edition prior to 1992. Consultant also agrees to require all contractors, and subcontractors to do likewise. 2. No liability insurance coverage provided to comply with this Agreement shall prohibit Consultant, or Consultant's employees, or agents, from waiving the right of subrogation prior to a loss. Consultant agrees to waive subrogation rights against City regardless of the applicability of any insurance proceeds, and to require all contractors and subcontractors to do likewise. 3. All insurance coverage and limits provided by Contractor and available or applicable to this agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations limits the application of such insurance coverage. 4. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. 5. No liability policy shall contain any provision or definition that would serve to eliminate so- called "third party action over" claims, including any exclusion for bodily injury to an employee of the insured or of any contractor or subcontractor. 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. MIG, INC Page 29 of 31 7. Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all of the coverages required and an additional insured endorsement to Consultant's general liability policy, shall be delivered to City at or prior to the execution of this Agreement. In the event such proof of any insurance is not delivered as required, or in the event such insurance is canceled at any time and no replacement coverage is provided, City has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests under this or any other agreement and to pay the premium. Any premium so paid by City shall be charged to and promptly paid by Consultant or deducted from sums due Consultant, at City option. 8. Certificate(s) are to reflect that the insurer will provide 30 days notice to City of any cancellation of coverage. Consultant agrees to require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, or that any party will "endeavor" (as opposed to being required) to comply with the requirements of the certificate. 9. It is acknowledged by the parties of this agreement that all insurance coverage required to be provided by Consultant or any subcontractor, is intended to apply first and on a primary, noncontributing basis in relation to any other insurance or self insurance available to City. 10.Consultant agrees to ensure that subcontractors, and any other party involved with the project who is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with subcontractors and others engaged in the project will be submitted to City for review. 11. Consultant agrees not to self- insure or to use any self- insured retentions or deductibles on any portion of the insurance required herein and further agrees that it will not allow any contractor, subcontractor, Architect, Engineer or other entity or person in any way involved in the performance of work on the project contemplated by this agreement to self- insure its obligations to City. If Consultant's existing coverage includes a deductible or self- insured retention, the deductible or self- insured retention must be declared to the City. At that time the City shall review options with the Consultant, which may include reduction or elimination of the deductible or selfinsured retention, substitution of other coverage, or other solutions. 12. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City will negotiate additional compensation proportional to the increased benefit to City. MIG, INC Page 30 of 31 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 MIG, INC Page 31 of 31 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. 22. Consultant agrees to provide immediate notice to City of any claim or loss against Consultant arising out of the work performed under this agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. Mr1r1RFIACD ACORD-, CERTIFICATE OF LIABILITY INSURANCE 5/29/2014mM PRODUCER Dealey, Renton & Associates THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR P. O. Box 12675 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Oakland, CA 94604 -2675 POLICY NUM BER DATE IMMFDDTIVE 510465.3090 INSURERS AFFORDING COVERAGE NAICM INSURED wsuaeR A. ACE American Insurance Company 22667 Moore lacofano Goltsman, Inc. INSURER a 800 Hearst Ave. INSURER C.. OAMAGETO flENTEO Berkeley, CA 94710 INSURER D. INSURER E THE POLICIES OF INSURANCE LISTEC BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ( LED LED N R TYPE OF INSURANCE POLICY NUM BER DATE IMMFDDTIVE POLICY EXPIRATION LIMITS GENERAL LIABILITY EACH OCCURRENCE $ OAMAGETO flENTEO $ CbMMERCNL GENERAL IIASII UY NED EYE (Any one IPPSY1 $ CLAIMS MADE 11 CCCUR PERSONAL B ADV INJURY $ GE NF RAT AGGREGATE $ GEN L AGGREGATE LIMIT APPLIES PER PRODUCTS- DOMPIOPAGG $ POLICY PEO LOO AUTOMOBILE LIABILITY ANY ALTO COMBINED SINGLE LIMIT Ea ecclheni) S BOChV :NJURV (Per q:rsonl S ALL OWNED AUTOS ACJFUS HEDAUTOA BODILY (NJURV IPeLaareenlJ S H RED AUTOS NON OWNED AUTOS PROPERN DAMAGE IPeramsenU $ GARAGE LIABILITY AUTOONLY- EAACCIOENT $ OTHER THAN EA ACC IS ANY AUTO $ AUTO ONLY AGG E %CESSUKRUELIALIABILITY EACH OCCURRENCE $ OCCUR CLAIMS MADE AGGREGATE $ 8 s DEUUCneTE $ BETENTION s we srnru- 'ER COMPENSATION AND F L E ENT b EMPLOYERS LIABILITY ANY PROPRIETOR iPARTNERCEXECU TN E y h1HER EXCLUDED? EL 05EASECEA EMPLOYEE b EL DCiEASE -POLCV LIMB f NEED AL ROVISIONS LE101 A OTHER Professional G21656434010 07/01113 07101114 $2,000,000 per claim Liability $2,000,000 annl aggr. DESCRIPTION OF OPERA9ON.I LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS Re: Project #20191.00, Garvey Avenue Specific Plan City of Rosemead Attn: Sheri Berjemo 8838 East Valley Blvd. Rosemead, CA 91770 1 Bit IIS993246/M642306 SHOULD ANY OF THE ABOVE DESCRIBED ROCKIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL InpasniiI MAIL In DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE CEFrpyXMiMMfpWOAQAOt9MRc JXL © ACORD MOORIAC -01 JENNIFERN CERTIFICATE OF LIABILITY INSURANCE DATEmMND 5/3012014 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policyhes) must be endorsed. If SUBROGATION IS WAIVED, subjectto the terms and conditions of the policy, certain policies may require an endorsement A statement on this certificate does not confer rights to the Certificate holder in lieu Of such endomememlls). PRODUCER Cook Insurance Services 276 Dolores Ave San Leandro, CA 945]] CONTACT NAME: gxoNE 510 352 -2731 p¢ No�(510 352 -8272 c, Na. En: ( ) ADDSCSS: _. _. INSURERSI AFFORDING COVERAGE NAIC4 INsGNE, A: Hartford Casualty insurance co _ INSURED INSURER B Hartford 27120 INSURER C: Moore lacofano & Goltsman, Inc. INSURER D: DBA: MID 800 Hearst Avenue Berkeley, CA 94710 INSURER E INSVRER F'. COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECTTO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ITS TYPE OF INSURANCE POLICYNUMBER OLICY EFF POLICY EXF MMIDDM' IllllTS • X COMMERCIAL GENERAL LNDILIN EACH OCCURRENCE 5 11000,00 � CuIMS.MAOE ❑X oeeuR X X 57UUNUN8227 04I0112014 04I01I2015 PREMISESEeo—nrel s 300,00 MEO ESP rAOy ooe Pe. o ^I $ 10,00 li ! PERSONAL S ADV INJURY b 1,000,00 GEN L AGGREGATE LIMIT APrPLIElS PER. GENERAL A33RE GATE $ 2,000,00 - - -- PRODUCTS _COMPIOP A66 POLICY Imo' PRO. a LAC �_ JECi '.4 2'000'00 OTHER AVTOMORILE II ABILITY COMBINED SINGLE'_IMIT IEe amaml S 1,000,000 • ANY AUTO 57UUNUNS227 0410112014`0410112015 BO NJGer IPO Fe,�om s BODILY IwuRV (P¢ra¢menl s ALL CANNED 1CHEDULEO i AUTOS u GAMED HIRE. AUros X AUTOS _ X PROPERTY DAMAGE ,.e'ecoaem S _ s 1 X unsRELLA Una GGCUR EACH OCCURRENCE $ 3,000,00 AGGREGATE IS 3,000,00 A Excess Una cLAINSNAGF 57XHUUN8203 0410112014 04JO112015 DE. X RFTENTDNS 10,000 b B INORNERSCOMPEN.TION AND EMPLOYERS LIABILITY ANYPROPRIETOR/PARTNEFS ECUTV= Y� OFRCERIMEMBE FARL"GED+ IM..e.mrvm Np NrA X 5]WED08525 0410112014104101@015' X sTATUTE ERN EL EACH ACCIDENT wLea S 1. 000,00 __ __ 1,000,00 ,.a 1A00.00 a III, TOono OPERATGNS PIOw EL DISEASE- POUCYUmn DESCRIP70N OF OPERATIONS I LOCATIONS I VEHICLES IACONO III. Joor...I RemnMa XMJUIq may SP mr.O.d X mon.Pace le rERIrml Coverages shall not be Cancelled except after thmy (30) days prior notice has been Provided on Was cancelled for non - payment of premium, than on 110) days notice shall be given. MIS project 20191.00 "Garvey Avenue Specific Plan' City of Rosemead, its officials, employees and agents are additional insureds on GL per attached form HG00010605, Waiver of Subrogation wording included. Workers Compensation Waiver of Subrogation per allached form WC990303B. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Rosemead ACCORDANCE WITH THE POLICY PROVISIONS. 8838 Valley Boulevard Rosemead, CA 91770 AUTHORIZED REPRESENTATIVE -KJ 1988 -2014 ACUKU GUKPUKAI IUN. All Rights reserved. ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD #57UUNUN8227 necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments. Notwithstanding the provisions of Paragraph 2.b.(2) of Section I — Coverage A — Bodily Injury And Property Damage Liability, such payments will not be deemed to be damages for "bodily injury' and "property damage" and will not reduce the limits of insurance. Our obligation to defend an insured's indemnitee and to pay for attorneys' fees and necessary litigation expenses as Supplementary Payments ends when: a. We have used up the applicable limit of insurance in the payment of judgments or settlements; or b. The conditions set forth above, or the terms of the agreement described in Paragraph f. above, are no longer met. SECTION II — WHO IS AN INSURED 1, If you are designated in the Declarations as a. An individual, you and your spouse are insureds, but only with respect to the conduct of a business of which you are the sole owner. b. A partnership or joint venture, you are an insured. Your members, your partners, and their spouses are also insureds, but only with respect to the conduct of your business. c. A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their duties as your managers. J. An organization other than a partnership, joint venture or limited liability company, you are an insured. Your "executive officers" and directors are insureds, but only with respect to their duties as your officers or directors. Your stockholders are also insureds, but only with respect to their liability as stockholders. e. A trust, you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees. 2. Each of the following is also an insured: a. Employees and Volunteer workers Your "volunteer workers" only while performing duties related to the conduct of your business, or your "employees ", other than either your "executive officers" (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. HIS 00 01 06 05 However, none of these "employees" or "volunteer workers" are insureds for (1) "Bodily injury" or "personal and advertising injury" (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), to a co- "employee" while in the course of his or her employment or performing duties related to the conduct of your business, or to your other "volunteer workers' while performing duties related to the conduct of your business, (b) To the spouse, child, parent, brother or sister of that co- "employee' or that "volunteer worker' as a consequence of Paragraph (1)(a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described In Paragraphs (1)(a) or (b) above, or (d) Arising out of his or her providing or failing to provide professional health care services. If you are not in the business of providing professional health care services, Paragraph (d) does not apply to any nurse, emergency medical technician or paramedic employed by you to provide such services. (2) "Property damage" to property: (a) Owned, occupied or used by, (b) Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by you, any of your "employees ", "volunteer workers ", any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). b. Real Estate Manager Any person (other than your "employee" or "volunteer worker "), or any organization while acting as your real estate manager. c Temporary Custodians of Your Property Any person or organization having proper temporary custody of your property if you die, but only: (1) With respect to liability arising out of the maintenance or use of that property, and (2) Until your legal representative has been appointed. J. Legal Representative If You Die Your legal representative if you die, but only with respect to duties as such That representative will Page 9 of 18 57UUNUN8227 have all your rights and duties under this Coverage Part. e. Unnamed Subsidiary Any subsidiary, and subsidiary thereof, of yours which is a legally incorporated entity of which you own a financial interest of more than 50% of the voting stock on the effective date of the Coverage Part. The insurance afforded herein for any subsidiary not named in this Coverage Part as a named insured does not apply to injury or damage with respect to which an insured under this Coverage Part is also an insured under another policy or would be an insured under such policy but for its termination or the exhaustion of its limits of insurance. Newly Acquired or Formed Organization Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain financial interest of more than 50% of the voting stock, will qualify as a Named Insured if there is no other similar insurance available to that organization. However. a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and c. Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. Mobile Equipment With respect to "mobile equipment" registered in your name under any motor vehicle registration law, any person is an insured while driving such equipment along a public highway with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the equipment, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co- "employee" of the person driving the equipment, or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. Page 10 of 18 5, Nonowned Watercraft With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons for a charge, any person is an insured while operating such watercraft with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the watercraft, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to a. "Bodily injury' to a co- "employee" of the person operating the watercraft; or b. "Property damage" to property owned by, rented to. in the charge of or occupied by you or the employer of any person who is an insured under this provision. Additional Insureds When Required By Written Contract, Written Agreement Or Permit The following person(s) or organization(s) are an additional insured when you have agreed, in a written contract, written agreement or because of a permit issued by a state or political subdivision, that such person or organization be added as an additional insured on your policy, provided the injury or damage occurs subsequent to the execution of the contract or agreement. A person or organization is an additional insured under this provision only for that period of time required by the contract or agreement. However, no such person or organization is an insured under this provision if such person or organization is included as an insured by an endorsement issued by us and made a part of this Coverage Part. a. Vendors Any person(s) or organizations) (referred to below as vendor), but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products - completed operations hazard ". (1) The insurance afforded the vendor is subject to the following additional exclusions: This insurance does not apply to: (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement, HG 00 01 06 05 #57UUNUN8227 (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing. or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products: (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendors premises in connection with the sale of the product; (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor. or (h) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to it The exceptions contained in Sub- paragraphs (d) or (f); or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. Lessors of Equipment (1) Any person or organization from whom you lease equipment: but only with respect to their liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. (2) With respect to the insurance afforded to these additional insureds this insurance does not apply to any "occurrence" which takes place after the equipment lease expires. HG 00 01 06 05 c. Lessors of Land or Premises Any person or organization from whom you lease land or premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. With respect to the insurance afforded these additional insureds the following additional exclusions apply. This insurance does not apply to: 1. Any "occurrence" which takes place after you cease to lease that land; or 2. Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. d. Architects, Engineers or Surveyors Any architect. engineer, or surveyor, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (1) In connection with your premises, or (2) In the performance of your ongoing operations performed by you or on your behalf. With respect to the insurance afforded these additional insureds, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services by or for you, including. 1. The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or 2. Supervisory architectural or engineering activities. Permits Issued By State Or Political Subdivisions Any state or political subdivision, but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. With respect to the insurance afforded these additional insureds, this insurance does not apply to (1) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality, or (2) "Bodily injury" or "property damage" included within the "products-completed operations hazard ". Page 11 of 18 #57UUNUN8227 f. Any Other Party Any other person or organization who is not an insured under Paragraphs a. through e. above, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whale or in part, by your acts or omissions or the acts or omissions of those acting on your behalf. (1) In the performance of your ongoing operations; (2) In connection with your premises owned by or rented to you, or (3) In connection with "your work' and included within the "products- completed operations hazard ", but only if (a) The written contract or agreement requires you to provide such coverage to such additional insured and (b) This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products- completed operations hazard ". With respect to the insurance afforded to these additional insureds, this insurance does not apply to: "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities. The limits of insurance that apply to additional insureds under this provision is described in Section III — Limits Oflnsurance. How this insurance applies when other insurance is available to the additional insured is described in the Other Insurance Condition in Section IV — Commercial General Liability Conditions. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. SECTION III — LIMITS OF INSURANCE 1. The Most We will Pay The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of a. Insureds, b. Claims made or "suits' brought, or Page 12 of 18 c. Persons or organizations making claims or bringing "suits ". 2. General Aggregate Limit The General Aggregate Limit is the most we will pay for the sum of a. Medical expenses under Coverage Q b. Damages under Coverage A, except damages because of "bodily injury' or "property damage" included in the "products- completed operations hazard" and c. Damages under Coverage B. 3. Products - Completed Operations Aggregate Limit The Products - Completed Operations Aggregate Limit is the most we will pay under Coverage A for damages because of "bodily injury" and "property damage" included in the "products- completed operations hazard ". 4. Personal and Advertising Injury Limit Subject to 2. above, the Personal and Advertising Injury Limit is the most we will pay under Coverage B for the sum of all damages because of all "personal and advertising injury" sustained by any one person or organization. Each Occurrence Limit Subject to 2. or 3. above, whichever applies, the Each Occurrence Limit is the most we will pay for the sum of: a. Damages under Coverage A, and b. Medical expenses under Coverage C because of all "bodily injury" and "property damage" arising out of any one "occurrence". 6. Damage To Premises Rented To You Limit Subject to 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning or explosion. while rented to you or temporarily occupied by you with permission of the owner. In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event, whether such damage results from fire, lightning or explosion or any combination of these. 7. Medical Expense Limit Subject to 5. above, the Medical Expense Limit is the most we will pay under Coverage C for all medical expenses because of "bodily injury" sustained by any one person. 8. Haw Limits Apply To Additional Insureds If you have agreed in a written contract or written agreement that another person or organization be HG 00 01 06 05 #57UUNUN8227 added as an additional insured on your policy, the most we will pay on behalf of such additional insured is the lesser of a. The limits of insurance specified in the written contract or written agreement; or b. The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to Limits of Insurance shown in the Declarations and described in this Section. The Limits of Insurance of this Coverage Part apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS Bankruptcy Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this Coverage Part. Duties In The Event Of Occurrence, Offense, Claim Or Suit a. Notice Of Occurrence Or Offense You or any additional insured must see to it that we are notified as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possible, notice should include: (1) How when and where the "occurrence" or offense took place; (2) The names and addresses of any injured persons and witnesses, and (3) The nature and location of any injury or damage arising out of the "occurrence" or offense. Notice Of Claim If a claim is made or "suit" is brought against any insured, you or any additional insured must: (1) Immediately record the specifics of the claim or "suit" and the date received; and (2) Notify us as soon as practicable. You or any additional insured must see to it that we receive written notice of the claim or "suit" as soon as practicable. c. Assistance And Cooperation Of The Insured You and any other involved insured must: (1) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or "suit ", (2) Authorize us to obtain records and other information, (3) Cooperate with us in the investigation or settlement of the claim or defense against the "suit "; and (4) Assist us, upon our request, in the enforcement of any right against any person or organization which may be liable to the insured because of injury or damage to which this insurance may also apply. Obligations At The Insureds Own Cost No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid without our consent. e. Additional Insureds Other Insurance If we cover a claim or "suit" under this Coverage Part that may also be covered by other insurance available to an additional insured, such additional insured must submit such claim or "suit" to the other insurer for defense and indemnity. However, this provision does not apply to the extent that you have agreed in a written contract or written agreement that this insurance is primary and non - contributory, with the additional insured's own insurance. L Knowledge Of An Occurrence, Offense, Claim Or Suit Paragraphs a. and b. apply to you or to any additional insured only when such "occurrence ", offense, claim or "suit" is known to (1) You or any additional insured that is an individual, (2) Any partner, if you or an additional insured is a partnership; (3) Any manager, if you or an additional insured is a limited liability company; (4) Any "executive officer' or insurance manager, if you or an additional insured is a corporation; (5) Any trustee, if you or an additional insured is a trust; or (6) Any elected or appointed official, if you or an additional insured is a political subdivision or public entity. This duty applies separately to you and any additional insured. 3. Legal Action Against Us No person or organization has a right under this Coverage Part: a. To join us as a party or otherwise bring us into a "suit" asking for damages from an insured, or b. To sue us on this Coverage Part unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this Coverage Part or HG 00 01 06 05 1 Page 13 of 18 #57UUNUN8227 that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. 4. Other Insurance If other valid and collectible insurance is available to the insured for a loss we cover under Coverages A or B of this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when b. below applies. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. b. Excess Insurance This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis. (1) Your Work That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work ", (2) Premises Rented To You That is fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner, (3) Tenant Liability That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; (4) Aircraft, Auto Or Watercraft If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section I — Coverage A — Bodily Injury And Property Damage Liability; (5) Property Damage to Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damage" to borrowed equipment or the use of elevators to the extent not subject to Exclusion j. of Section I - Coverage A - Bodily Injury And Property Damage Liability, (6) When You Are Added As An Additional Insured To Other Insurance Any other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance; or (7) When You Add Others As An Additional Insured To This Insurance Any other insurance available to an additional insured. However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this coverage part. (a) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract or written agreement that this insurance be primary. If other insurance is also prmary, we will share with all that other insurance by the method described in c. below. (b) Primary And Non - Contributory To Other Insurance When Required By Contract If you have agreed in a written contract, written agreement, or permit that this insurance is primary and noncontributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (a) and (b) do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess, we will have no duty under Coverages A or B to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit ". If no other insurer defends. we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any. that exceeds the sum of (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self- insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. Page 14 of 18 HG 00 01 06 05 #57UUNUN8227 If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurers share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 5. Premium Audit a. We will compute all premiums for this Coverage Part in accordance with our rules and rates. b. Premium shown in this Coverage Part as advance premium is a deposit premium only. At the close of each audit period we will compute the earned premium for that period and send notice to the first Named Insured. The due date for audit and retrospective premiums is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured. c. The first Named Insured must keep records of the information we need for premium computation, and send us copies at such times as we may request. 6. Representations a. When You Accept This Policy By accepting this policy, you agree. (1) The statements in the Declarations are accurate and complete; (2) Those statements are based upon representations you made to us; and (3) We have issued this policy in reliance upon your representations. b. Unintentional Failure To Disclose Hazards If unintentionally you should fail to disclose all hazards relating to the conduct of your business that exist at the inception date of this Coverage Part, we shall not deny coverage under this Coverage Part because of such failure. 7. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Coverage Part to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom claim is made or "suit" is brought. 8. Transfer Of Rights Of Recovery Against Others To Us a. Transfer of Rights Of Recovery If the insured has rights to recover all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request. the insured will bring "suit" or transfer those rights to us and help us enforce them. b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or pennit that was executed prior to the injury or damage. When We Do Not Renew If we decide not to renew this Coverage Part, we will mail or deliver to the first Named Insured shown in the Declarations written notice of the nonrenewal not less than 30 days before the expiration date. If notice is mailed, proof of mailing will be sufficient proof of notice. SECTION V — DEFINITIONS 1. "Advertisement" means the widespread public dissemination of information or images that has the purpose of inducing the sale of goods, products or services through: a. (1) Radio; (2) Television; (3) Billboard; (4) Magazine; (5) Newspaper; or b. Any other publication that is given widespread public distribution. However, "advertisement' does not include: a. The design, printed material, information or images contained in, on or upon the packaging or labeling of any goods or products; or b. An interactive conversation between or among persons through a computer network. 2. "Advertising idea" means any idea for an "advertisement ". 3. "Asbestos hazard" means an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form. 4. "Auto" means a land motor vehicle, trailer or semitrailer designed for travel on public roads, including any attached machinery or equipment. But "auto" does not include "mobile equipmenf'. 5. "Bodily injury" means physical: a. Injury; b. Sickness, or c. Disease sustained by a person and, if arising out of the above, mental anguish or death at any time. HG 00 01 06 05 Page 15 of 18 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WORKERS' COMPENSATION BROAD FORM ENDORSEMENT EXTENDED OPTIONS Policy Number: 57 WE DD8525 Endorsement Number: Effective Date: 411/2014 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: MOORE IACOFANO & GOLTSMAN INC 800 HEARST AVE BERKELEY, CA 94710 Section I of this endorsement expands coverage provided under WC 00 00 00. Section II of this endorsement provides additional coverage usually only provided by endorsement. Section III of this endorsement is a Schedule of Covered States. You may use the index to locate these coverage features quickly: INDEX SUBJECT PAGE SUBJECT SECTION 1 2 B. Part One Does Not Apply PARTS ONE and TWO 2 C. Application of Coverage 01 We Will Also Pay 2 D. Additional Exclusions PART -THREE 2 E. West Virginia 02 How This Insurance Works 2 EXTENDED OPTIONS PART - SIX 2 01 Employers' Liability Insurance 03 Transfer of Your Rights and Duties 2 02 Unintentional Failure to Disclose 04 Liberalization 2 Hazards SECTION II 2 03 Waiver of Our Right to Recoverfrom VOLUNTARY COMPENSATION 2 Others INSURANCE 04 Foreign Voluntary Compensation 05 Voluntary Compensation Insurance 2 A. How This Reimbursement Applies A. How This Insurance Applies 2 B. We Will Reimburse B. We Will Pay 3 C. Exclusions C. Exclusions 3 D. Before We Pay D. Before We Pay 3 E. Recovery From Others E. Recovery From Others 3 F. Reimbursement For Actual Loss F. Employers' Liability Insurance 3 Sustained EMPLOYERS' LIABILITY STOP GAP 3 G. Repatriation ENDORSEMENT H. Endemic Disease 06 Employers' Liability Stop Gap 3 05 Longshore and Harbor Workers' Coverage Compensation Act Coverage A. Stop Gap Coverage Limited to 3 Endorsement Montana, North Dakota, Ohio, SECTION III Washington, West Virginia and 01 Schedule of Covered States Wyoming PAGE Form WC 99 03 03 B Printed in U.S.A. (Ed. 8/00) Page 1 of 6 © 2000, The Hartford SECTION I PARTS ONE and TWO WE WILL ALSO PAY D. We Will Also Pay of Part One (WORKERS' COMPENSATION INSURANCE), and E. We Will Also Pay of Part Two (EMPLOYERS' LIABILITY INSURANCE) is replaced by the following: We Will Also Pay We will also pay these costs, in addition to other amounts payable under this insurance, as part of any claim, proceeding, or suit we defend: 1. reasonable expenses incurred at our request, INCLUDING loss of earnings; 2. premiums for bonds to release attachments and for appeal bonds in bond amounts up to the limit of our liability under this insurance; 3. litigation costs taxed against you; 4. interest on a judgment as required by law until we offer the amount due under this law; and 5. expenses we incur. PART THREE 2. How This Insurance Applies Paragraph 4. of A. How This Insurance Applies of Part 3 (Other States Insurance) is replaced by the following: 4. If you have work on the effective date of this policy in any state not listed in Item 3.A. of the Information Page, coverage will not be afforded for that state unless we are notified within sixty days. 3. 4. SECTION II VOLUNTARY COMPENSATION AND EMPLOYERS' LIABILITY COVERAGE 5. Voluntary Compensation Insurance A. How This Insurance Applies This insurance applies to bodily injury by accident or bodily injury by disease. Bodily injury includes resulting death. 1. The bodily injury must be sustained by any officer or employee not subject to the workers' compensation law of any state shown in Item 3.A. of the Information Page. 2. The bodily injury must arise out of and in the course of employment or incidental to work in a state shown in Item 3.A. of the Information Page. PART SIX Transfer Of Your Rights and Duties C. Transfer Of Your Rights and Duties of Part 6 (Conditions) is replaced by the following: Your rights or duties under this policy may not be transferred without our written consent. If you die and we receive notice within sixty days after your death, we will cover your legal representative as insured. Liberalization If we adopt a change in this form that would broaden the coverage of this form without extra charge, the broader coverage will apply to this policy. It will apply when the change becomes effective in your state. 3. The bodily injury must occur in the United States of America, its territories or possessions, or Canada, and may occur elsewhere if the employee is a United States or Canadian citizen, or otherwise legal resident, and legally employed, in the United States or Canada and temporarily away from those places. 4. Bodily injury by accident must occur during the policy period. 5. Bodily injury by disease must be caused or aggravated by the conditions of the Form WC 99 03 03 B Printed in U.S.A. (Ed. 8 /00) Page 2 of 6 officers or employee's employment. The officers or employee's last day of last exposure to the conditions causing or aggravating such bodily injury by disease must occur during the policy period. B. We Will Pay We will pay an amount equal to the benefits that would be required of you as if you and your employees were subject to the workers' compensation law of any state shown in Item 3.A. of the Information Page. We will pay those amounts to the persons who would be entitled to them under the law. C. Exclusion This insurance does not cover: 1. any obligation imposed by workers' compensation or occupational disease law or any similar law. 2. bodily injury intentionally caused or aggravated by you. 3. officers or employees who have elected not to be subject to the state workers' compensation law. 4. partners or sole proprietors not covered under the Standard Sole Proprietors, Partners, Officers and Others Coverage Endorsement. D. Before We Pay Before we pay benefits to the persons entitled to them, they must: 1. Release you and us, in writing, of all responsibility for the injury or death. 2. Transfer to us their right to recover from others who may be responsible for the injury or death. 3. Cooperate with us and do everything necessary to enable us to enforce the right to recover from others. If the persons entitled to the benefits of this insurance fail to do those things, our duty to pay ends at once. If they claim damages from you or from us for the injury or death, our duty to pay ends at once. E. Recovery From Others If we make a recovery from others, we will keep an amount equal to our expenses of recovery and the benefits we paid. We will pay the balance to the persons entitled to it. If the persons entitled to the benefits of this insurance make a recovery from others, they must reimburse us for the benefits we paid them. F. Employers' Liability Insurance Part Two (Employers' Liability Insurance) applies to bodily injury covered by this endorsement as though the State of Employment was shown in Item 3.A. of the Information Page. This provision 5. does not apply in New Jersey or Wisconsin. EMPLOYERS' LIABILITY STOP GAP COVERAGE 6. Employers' Liability Stop Gap Coverage A. This coverage only applies in Montana, North Dakota, Ohio, Washington, West Virginia and Wyoming. B. Part One (Workers' Compensation Insurance) does not apply to work in states shown in Paragraph A above. C. Part Two (Employers' Liability Insurance) applies in the states, shown in Paragraph A., as though they were shown in Item 3.A. of the Information Page. D. Part Two, Section C. Exclusions is changed by adding these exclusions. This insurance does not cover; S. bodily injury intentionally caused or aggravated by you or in Ohio bodily injury resulting from an act which is determined by an Ohio court of law to have been committed by you with the belief than an injury is substantially certain to occur. However, the cost of defending such claims or suits in Ohio is covered. 13. bodily injury sustained by any member of the Flying crew of any aircraft. 14. any claim for bodily injury with respect to which you are deprived of any defense or defenses or are otherwise subject to penalty because of default in premium under the provisions of the workers' compensation law or laws of a state shown in Paragraph A. E. This insurance applies to damages for which you are liable under West Virginia Code Annot. S 23 -4 -2. Form WC 99 03 03 B Printed in U.S.A. (Ed. 8 /00) Page 3 of 6 EXTENDED OPTIONS 1. Employers' Liability Insurance This reimbursement provision applies to Item 3.B. of the Information Page is replaced bodily injury by accident or bodily injury by by the following: disease. Bodily injury includes resulting death. B. Employers' Liability Insurance: 1. The bodily injury must be sustained by 1. Part Two of the policy applies to work in an officer or employee. each state listed in Item 3.A. 2. The bodily injury must occur in the course of employment necessary or The Limits of Liability under Part Two incidental to work in a country not listed are the higher of: in Exclusion C.1. of this provision. 3. Bodily injury by accident must occur Bodily Injury during the policy period. by Accident $500,000 Each Accident 4. Bodily injury by disease must be caused or aggravated by the conditions of your Bodily Injury employment. The officer or employee's by Disease $500,000 Policy Limit last exposure to those conditions of your employment must occur during the Bodily Injury policy period. by Disease $500,000 Each Employee B We Will Reimburse OR We will reimburse you for all amounts paid by you whether such amounts are: 2. The amount shown in the Information 1. voluntary payments for the benefits that Page. would be required of you if you and your officers or employees were subject to This provision 1 of EXTENDED OPTIONS does P any workers' compensation law of the not apply in New York because the Limits Of Our state of hire of the individual employee. Liability are unlimited. 2 sums to which Pad Two (Employers' In this provision the limits are changed from Liability Insurance) would apply if [ $ 500,000 to $1,000,000 in California. in Country of Employment were shown in 2. Unintentional Failure to Disclose Hazards Item 3.A. of the Information Page. If you unintentionally should fail to disclose all C. Exclusions existing hazards at the inception date of your This insurance does not cover. policy, we shall not deny coverage under this policy because of such failure. 1. any occurrences in the United States, Canada, and any country or jurisdiction Right To Recover From Others 3. Waiver of Our Ri 9 which is the subject of trade or A. We have the right to recover our payments economic sanctions imposed by the from anyone liable for an injury covered by laws or regulations of the United States this policy. We will not enforce our right of America in effect as of the inception against any person or organization for whom date of this policy. you perform work under a written contract 2. any obligation imposed by a workers' that requires you to obtain this agreement compensation or occupational disease from us. law, or similar law. This agreement shall not operate directly or 3. bodily injury intentionally caused or indirectly to benefit anyone not named in the aggravated by you. agreement. B. This provision 3. does not apply in the states of Pennsylvania and Utah. 4. Foreign Voluntary Compensation and Employers' Liability Reimbursement A. How This Reimbursement Applies Form WC 99 03 03 B Printed in U.S.A. (Ed. 8/00) Page 4 of 6 liability for any consequence, whether direct or indirect, of war, invasion, act of Foreign enemy, hostilities (whether war be declared or not), civil war, rebellion, revolution, Insurrection or military or usurped power. No endorsement now or subsequently attached to this policy shall be construed as overriding or waiving this limitation unless specific reference is made thereto. D. Before We Pay Before we reimburse you for the benefits to the persons entitled to them, you must have them: 1. release you and us, In writing, of all responsibility for the Injury or death, 2. transfer to us their right to recover from others who may be responsible for their injury or death, 3. cooperate with us and do everything necessary to enable us to enforce the right to recover from others. If the persons entitled to the benefits paid fail to do these things, our duty to reimburse ends at once. If they claim damages from us for the injury or death, our duty to reimburse ends at once. E. Recovery From Others If we make a recovery from others, we will keep an amount equal to our expenses of recovery and the benefits we reimbursed. We will pay the balance to the persons entitled to it. If persons entitled to the benefits make a recovery from others, they must repay us for the amounts that we have reimbursed you. F. Reimbursement for Actual Loss Sustained This endorsement provides only for reimbursement for the loss you actually sustain. In order for you to recover loss or expenses under this reimbursement you must: 1. actually sustain and pay the loss or expense in money after trial, or 2. secure our consent for the payment of the loss or expense. G. Repatriation Our reimbursement includes the additional expenses of repatriation to the United States of America necessarily incurred as a direct result of bodily injury. Our reimbursement shall be limited as follows: 1. to the amount by which such expenses exceed the normal cost of returning the officer or employee if in good health, or 2. in the event of death, to the amount by which such expenses exceed the normal cost of returning the officer or employee if alive and in good health. In no event shall our reimbursement exceed the bodily injury by accident limit shown in Item 3.B. of the Information Page as respects any one such officer or employee whether dead or alive. H. Endemic Disease The word "disease' includes any endemic diseases. The coverage applies as if endemic diseases were included in the provisions of the workers' compensation law. 5. Longshore and Harbor Workers' Compensation Act Coverage General Section C. Workers' Compensation Law is replaced by the following: C. Workers' Compensation Law Workers' Compensation Law means the workers or workers' compensation law and occupational disease law of each state or territory named in Item 1A. of the Information Page and the Longshore and Harbor Workers' Compensation Act (33 USC Sections 901 -950). It includes any amendments to those laws that are in effect during the policy pence. It does not include any other federal workers or workers' compensation law, other federal occupational disease law or the provisions of any law that provide nonoccupational disability benefits. Part Two (Employers' Liability Insurance), C. Exclusions, exclusion 8, does not apply to work subject to the Longshore and Harbor Workers Compensation Act. This coverage does not apply to work subject to the Defense Base Act, the Outer Continental Shelf Lands Act, or the Nonappropriated Fund Instrumentalities Act. Form WC 99 03 03 B Printed in U.S.A. (Ed. 8 /00) Page 5 of 6 SECTION III 1. SCHEDULE OF COVERED STATES A. This endorsement only applies in the states listed in this Schedule of Covered States. C. Schedule of Covered States: If a state, shown in Item 3.A. of the Information Page, approves this endorsement after the effective date of this policy, this endorsement will apply to this policy. The coverage will apply in the new state on the effective date of the state approval. Countersigned by ♦ (J/b,.f'1 X / & Aut orized Representative Form WC 99 03 03 B Printed in U.S.A. (Ed. 8/00) Page 6 of 6 FU F/ D CITY OF ROSEMEAD FEB 5 2009 PROFESSIONAL SERVICES AGREEMENT N$lro BERKELE PARTIES AND DATE. This Agreement is made and entered into this 26`h day of January, 2009 by and between the City of Rosemead, a municipal organization organized under the laws of the State of California with its principal place of business at 8838 E. Valley Blvd., Rosemead, California 91770 ( "City ") and MIG, Inc., a corporation with its principal place of business at 801 N. Harbor Boulevard, Fullertion, CA 92832 ( "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 Master Plan development services to public clients, is licensed in the State of California, and isfamiliar with the plans of City. 2.2 Project. City desires to engage Consultant to render such services for development of a Parks, Recreation, and General Facilities Master Plan project ( "Project') 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 full service landscape and general architectural, financial, and market research consulting services necessary for the Project ( "Services "). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 31.2 Term. The term of this Agreement shall be from February 2, 2009 to July 31, 2009, 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. 0 [MIG, Inc.] Page 2 of 11 3.2 Responsibilities of Consultant. 3.2.1 Control and Payment of Subordinates; Independent Consultant. 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 Consultant basis and not as an employee. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3.2.2 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit "B" attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City. 3.2.4 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the City. The key personnel for performance of this Agreement are set forth in Exhibit "C" attached hereto and incorporated herein by reference. 3.2.5 City's Representative. The City hereby designates the Parks & [MIG, Inc.] Page 3 of 11 Recreation Director, or his or her designee, to act as its representative for the performance of this Agreement ( "City's Representative "). City's Representative shall have the power to act on behalf of the City for all purposes under this Contract. Consultant shall not accept direction or orders from any person other than the City's Representative or his or her designee. 3.2.6 Consultant's Representative. Consultant hereby designates Jim Pickel, Principal -in- Charge, to act as its representative for the performance of this Agreement ( "Consultant's Representative "). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his /her best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.2.7 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times. 3.2.8 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subConsultants shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subConsultants have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. Any employee of the Consultant or its sub - consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re- employed to perform any of the Services or to work on the Project. 3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal /OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all [MIG, Inc.] Page 4 of 11 violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 3.2.10 Insurance. 3.2.10.1 Time for Compliance. Architect shall maintain prior to the beginning of and for the direction of this Agreement insurance coverage as specified in Exhibit "E" attached to and part of this agreement. 3.2.11 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions underwhich the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures, (B) instructions in accident prevention for all employees and subConsultants, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.3 Fees and Payments. 3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "D" attached hereto and incorporated herein by reference. The total compensation shall not exceed one hundred and one thousand six hundred twenty -five dollars ($101,625) without advance written approval of the City Council. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement. 3.3.2 Payment of Compensation. Consultant shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. [MIG, Inc.] Page 5 of 11 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, at seq., as well as California Code of Regulations, Title 8, Section 1600, et seq., ( "Prevailing Wage Laws "), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant's principal place of business and at the project site. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 3.4 Accounting Records. 3.4.1 Maintenance and Inspection. Consultant shall maintain complete and accurate records with respect to al I costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.5 General Provisions. 3.5.1 Termination of Agreement. 3.5.1.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the [MIG, Inc.] Page 6 of 11 effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. 3.5.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request. 3.5.1.3 Additional Services. In the event this Agreement is 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: MIG, Inc. 801 N. Harbor Boulevard Fullerton, CA 92832 Attm Jim Pickel, ASLA CITY: City of Rosemead P.O. Box 399 Rosemead, CA 91770 Attn: David Montgomery- Scott, Parks & Recreation Director Such notice shall be deemed made when personally delivered or when mailed, forty -eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.3 Ownership of Materials and Confidentiality. 3.5.3.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non - exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or [MIG, Inc.] Page 7 of 11 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 subConsultants to agree in writing that City is granted a non - exclusive and perpetual license for any Documents & Data the subConsultant prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 3.5.3.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.5 Attorney's Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recoverfrom the losing party reasonable attorney's fees and all other costs of such action. 3.5.6 Indemnification. To the fullest extent permitted by law, Consultant shall defend, indemnify and hold the City, its officials, officers, employees, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or relating to any negligence, errors or omissions, recklessness, or willful misconduct of Consultant, its officials, officers, employees, agents, and consultants, arising out of or in connection with the performance of the Consultant's Services, including without limitation the payment of [MIG, Inc.] Page 8 of 11 all consequential damages, expert witness fees, and attorneys fees and other related costs and expenses. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents, or volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse City and its directors, officials, officers, employees, agents, and /or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials officers, employees, agents, or volunteers. 3.5.7 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties. 3.5.8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. 3.5.9 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.5.10 City's Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project. 3.5.11 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties. 3.5.12 Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.5. 13 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subConsultants 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. • [MIG, Inc.] Page 9 of 11 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 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 subConsultant, 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 complywith all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.5.20 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self- insurance in accordance with the provisions of that Code, and agrees to [MIG, Inc.] Page 10 of 11 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] [MIG, Inc.] Page 11 of 11 CITY OF ROSEMEAD By: +Johnan,yor Attest: Gloria Molleda, City Clerk Approved as to Form: 02/08 Documentl S MIG, Inc. By. Name: Title: Sv Slj4 G a 1-"b A0A [If Corporation, TWO SIGNATURES, President OR Vice President AND Secretary, AND CORPORATE SEAL OF CONSULTANT REQUIRED] By: Name: 1,Aq,0 )-qA M. Vf- 2./h =YVW Title:�ri Phase I - Initiating the Project Task 1: Project Initiation Meeting MIG will meet with the City's Project Manager and staff to refine the overall work program for the project, including contract administration, scope, schedule, budget, roles and responsibilities, and logistical issues in order to tailor and focus the planning process. MIG will also collect data from the Ciry, induding demographic3 and population projections, digital mapping ales, inventory data on all parks and facilities, and background reports. This meeting will also serve to determine the composition of the Project Management Team (PMT). In addition to the project initiation meeting above and the PMT meetings, MIG will meet with City staff throughout the project via telephone and e -mail to coordinate the development of key products and to review findings. Task 2: Refine Scope and Schedule Based on the Project Initiation Meeting, MIG will revise the scope of services, budget, process than and timeline, and provide the City with a hard copy and a digital file of revisions. Phase II - Understanding the Context Task 3: Meeting with Project Management Team MIG recommends the formation of a Project Management Tcam (PMT) composed of represen- tatives from all relevant Ciry departments. MIG will meet regularly with the PMT throughout the process for briefings and review. 'Ihe purpose of the first meeting is m: • Review the planning process; • Discuss desired outcomes; • Clarify roles and responsibilities; • Identify and discuss issues and opportunities related to meeting the City's park and recreation needs; EXHIBITA SCOPE OF SERVICES • Finalize specific meering times. and dates; and • Explain the assessment and survey process and start planning for activities. MIG will develop agendas and handouts for the meeting and provide them to the City for duplication. Task 4: Data Collection The MIG Team will review existing documents and background information pertinent to the planning effort including, but not limited to: the City's General Plan and any existing Update if applicable; current Revitalization Projects; City Council Goals; specific development plans and existing park development plans; the City's current park inventory data; other current facility information and park plans; the agency budget and Capital Improvement Plan; and information about related Citywide planning efforts. This scope of work assumes that base materials (site plans, topographic surveys, aerial phorob raphy, City- and County -wide maps in GIS . . format, etc.) and copies of any previous studies and reports will be available to MIG in digiral format at project initiation. Task 5: Master Plan Base Map - Existing Parks and Facilities Using park inventory data pro vided?by the City in electronic format, MIG will produce one (1) GIS or AutoCAD map of all existing park sites and major recreation buildings along with projetted new park sites and opportunity areas. One (1) digital file will be provided to the City for review. Task 6: Recreation Program Evaluation MIG will review and evaluate all existing recre- ation and community activity programs. This recreation program review would also include activities sponsored by community organizations such as Little League, youth football, soccer, Rosemead Parks, Recreation and General Facilities Master Plan I PAGE 2.1 swimming programs and adult sports providers. Interviews with service clubs, civic leaders, senior advocates and others providing services will also be conducted. In concert with the park and facility assessment and program evaluation, MIG will assess and evaluate parks and recreation department opera- tions. This will be an analysis of the departments organizational structure, staffing levels and operations, including the operating budget. The MIG Team will research and compare City staffing levels, department budget and operating costs with three (3) comparable communities and agencies sharing similar development and growth characteristics with the City. MIG will list available and unavailable recreation services and facilities. Any "gaps' in the recreation programs menu will receive special attention. Staff will provide park and facility inventory data during the Project Initiation Meeting, preferably in digital format. Findings will be summarized in the Existing Conditions Summary Report. Task 7: Park and Facility Evaluation MIG will interview maintenance and operation personnel regarding current facility conditions and maintenance issues. We will also interview City staff to review program attendance and membership figures, profile participants (e.g., age, residence, length of involvement) regarding programs and determine the cost to participate. Based on the review of the City's park and facility inventory data, MIG will prepare an overall. evaluation of the park system. M1G will also identify the current parkland, open space and facility standards in Rosemead, expressed in terms of a ratio of acres per 1,000 people in the City's General Plan. Task S: Park and Facility Tour The MIG Team will tour the City parks, open spaces, trails and recreation facilities by a method detcrmined in Task 1. We will then review and evaluate the City Hall, Public Safety Services Center, one (1) City Maintenance Yard and two (2) temporary maintenance facilities as part of the park tour and review. The general conditions of the buildings will be reviewed and documented as part of the facilities evaluation. Task 9: Draft and Final Existing Recreation Resources Summary Memo Based on the park and facility inventory data provided by the City and MIG's observations from touring the system, the Team will prepare an Existing Recreation Resources Summary Memo that classifies the park and trail system and summarizes the City inventory. MIG will provide an Adobe PDF file to the City for review and revise the memo based on one (1) collated set of City comments. Task 10: Demographic Analysis and Community Profile The purpose of this task is to describe the planning area and to determine how population changes in the City will affect future needs for parks, facilities and services. Using current population data and projections provided by the City, MIG will summarize important changes and their impact on parks and recreation service provision. MIG will provide one (1) copy and one (1) digital file of this report to the City for distribution. The City will provide one (1) set of consolidated comments to MIG. Key report findings, including City comments, will be summarized in the Community Needs Assessment Report. Rosemead Parks, Recreation and General Facilities Master Plan I PAGE 2.2 Task 11: Park Standards Benchmark Research and Report Using a list of three (3) comparable commu- nities and agencies selected by the City, MIG will research parkland standards and prepare a table to summarize the findings. The standards research will include park and facility classifica- tions, size and locations, as well sports facilities, community centers, playgrounds, bike, equestrian and pedestrian trail systems, landscaping, passive recreation, open space and maintenance. Results will be incorporated into the Existing Conditions Summary Report. Task 12: Review of Current Operations The MIG Team will review current financial conditions of the Department in terms of service delivery costs. The purpose of this task is to analyze current costs and revenues from services provided. Findings from this task will result in departmental operation recommendations. Task 13: Existing Conditions Summary Report MIG will prepare a brief existing conditions summary report to summarize the results of all initial activities. It will include a description of planning areas; current and projected demographics along with implications for parks, recreation, trails and open space service provision; existing parks and facilities and current level of service and standards; results of standards research; and an overview of current recreation programs offered by the City. MIG will provide one (1) hard copy and one (1) digital file to City staff for reproduction and appropriate distribution. The City will provide revisions to MIG as one (1) copy of collated comments. Phase Ill — Defining Needs Task 14: Progress Meeting #2 with Project Manaaement Team MIG will conduct a second meeting with the PMT to review results and input to date and to prepare for the outreach tasks in this phase, including the community telephone survey. MIG will develop agendas and handouts for the meeting and provide them to the City for dupli- cation. City staff will prepare a summary report of the meeting. Task 15: Stakeholder Interviews MIG will conduct up to ten (10) interviews with the Mayor and City Council members, Commis- sioners, individuals or representatives from stake- holder groups (e.g., Little League or soccer clubs) for input on current community priorities, issues, perceived needs and opportunities. Interviews will be conducted by telephone. MIG will develop an interview questionnaire in English, and another language if needed, for staff review and work with City staff to identify appropriate stakeholders. MIG will then provide a summary of findings to City staff. Task 16: Community Questionnaire Working with City staff, the MIG Team will develop a community questionnaire designed to collect information about: current use of parks and facilities; activity participation rates by age; perceived recreation program, park and facility needs; and priorities for improvements. The Commuairy Questionnaire would be distributed to the public via a variety of different channels, including community intercept events, local outreach activities and where,the public gathers. The Department will be responsible for conducting outreach related to the questionnaire, such as publishing notices in local papers, the City's website, and with utility bills. Rosemead Parks, Recreation and General Facilities Master Plan I PAGE 2.3 MIG will prepare a report summarizing Community Questionnaire findings, and provide a digital file to the Department for distribution. Findings also will be included in the Master Plan. Task 17: Community Intercept Events (Workshops) The purpose of community workshops is to take the planning process to the community in a forum that involves community members in developing a vision for future park and recreation services. Displays and activities would be set up to inform residents about their community resources and allow them to identify their own needs and priorities. The project team will conduct and facilitate a total of three (3) public community workshops to review (including in the planning stage), evaluate and provide a "reality check" on the research and analysis phase of the project. The community will be led through a series of input sessions and be informed of the Park Master Planning process. The results of all the analysis done to date and the survey of recreation needs will be presented to the community in the course of the workshop Presentations, and additional comments will be solicited. The outcome of these workshop sessions will provide important input to derermirring the future of park and recreation development within the City. MIG will summarize results in a memorandum and provide a digital file to the City for distribution. Task 18: Community Telephone Survey Leisure Vision, as part of the MIG Team will administer a statistically valid random sampling phone survey of 400 households for use in the Parks and Recreation Master Plan in Rosemead to assess community needs. Overall results for the entire survey of 400 households will have a .............. 95% level of confidence with a margin of error of +1- 5% overall. The survey will include an importance /satisfaction matrix and comparisons to Leisure Vision's propri- etary national bench-marking database of over 60,000 citizen surveys for parks and recreation projects. The surveys will be geocoded to allow GIS mapping of survey results. Leisure Vision will develop a report of survey findings and attend one meeting to present the survey result-,. All surveys will be administered in -house with Leisure Vision 5caff. Questions on the survey will be developed in partnership with City staff in association with the MIG Team. It is anticipated that the survey will take approximately 15 minutes to administer over the phone and will be administered bilingually in English and Spanish. This length will allow for between 25 -28 questions to be asked, many with multiple components. Generally, it will take 3 -4 survey drafts until a survey is approved. At that time, Leisure Vision staff will conduct a pretest of 8 -10 households to ensure that all questions are understood and can be answered by household respondents. Should any issues arise, they will be immediately discussed with the City and MIG, and corrections will be made. 'he survey will be administered by Leisure Vision staff at their corporate facilities including all aspects of phone calling, development of the data base, data entry, etc. Total quality control for the project will be under the supervision of Roe Vine, Project Manager and President of Leisure Vision and Dr. Elaine Tatham, Research Manager. All phone callers and data processing staff are in the same off_ce complex as Ron Vine and Dr. Tatham and have worked on dozens of parks and recre- Rosemead Parks, Recreation and General Facilities Master Plan I PACE 2.4 ....... ............ . ation projects. All survey data is maintained on- site for a minimum of five years and then oli-site. Leisure Vision will conduct up to eight (S) cross- tabular comparisons of survey results by key demographic factors, such as gender, age of respondent, length of residency, income, users /non -users of services, region, etc. The demographic factors to be cross - tabbed will be selected by the City and MIG in consultation with Leisure Vision. A draft needs assessment survey report and final report will be developed for review by the City. Inclusive will be an executive summary of findings, graphs and charts, cross - tabular analysis by gender, household size and composition, age of respondent, etc. The MIG Team will provide to the City of Rosemead several unique analysis tools that have been developed over the years and will provide powerful planning instruments for the Parks and Recreation Master Plan. Leisure Vision has an unparalleled database of more than 60,000 survey responses from recreation and parks needs assessment surveys from communities across the country- and in California. Benchmarking "National Averages" have been developed for numerous strategically important recreation planning and management issues including: customer satisfaaion and usage or recreation programs; methods for receiving marketing it formarioa regarding recreation programs; reasons that prevent members or households from using recreation programs and Facilities more often; priority recreation programs, outdoor and indoor recreation facilities to improve or develop; etc. 0 This information will be provided as compared to survey findings from the City of Rosemead to aid in the planning process and consensus devel- opment. Leisure Vision will geocode survey results to the latitude and longitude coordinates of the area where a respondent lives. This technique allows survey data to be integrated with geographic information systems (GIS), which allows your community to "map" survey responses. In addition cc enhancing the quality of presenta- tions, these maps can be used to support strategic analysis and decision making. Task 19: Recreation and Program Anaiysls The purpose of the Program Analysis is to identify community demand and relevant emerging trends based on the findings of the Community Needs Assessment process, and to identify potential strat egies for program service improvements as well as improvements in marketing, inclusion of persons with disabilities, and program evaluation. This task will tie programs and services to benefits that are most important to the community. Task 20: Park and Facility Needs Analysis Based on the Star-dards Research, survey results, other community input and a service area analysis, MIG will identify park and facility needs in the City for each of the park classification types. Based on these needs, MIG will develop parkland and open space level -of- service standards specific to Rosemead. The standards will be developed specifically for the City, will be expressed in terms of a ratio of acres per 1,000 people and will reflect the realities of existing plans, land availability, Land costs, available funding, community need and values, and goals stated in the City's General Plan. Rosemead Parks, Recreation and General Facilities Master Plan I PAGE 2.5 The recommended standard will be used to compare the demand with the existing supply to identify existing needs in terms of acres, miles or number of facilities and accessibility. Future needs will be projected based on projected population growth. As part of this analysis, MIG will prepare service area maps for neighborhood parks and community parks, providing digital files. Task 21: Community Needs Assessment Report MIG will prepare a Community Needs Assessment Report with accompanying tables, charts and illustrations to summarize the results of all the assessment activities conducted to dare. It will include the results of the community profile, parkland and facility inventory and evalu- ation; program analysis, interviews, focus groups, community telephone survey, focus groups and Project Team and Advisory Committee meetings. MIG will prepare a draft Community Needs Assessment Report, providing one (1) copy and one (1) digital file to the City for distribution. MIG will revise the draft Community Needs Assessment Report based on one (1) set of consoli- dated comments provided by the City. MIG will provide one (1) digital file of the revised report to the City. Task 22: Project Management Team Meeting #3 MIG will conduct a third meeting with the PMT to review the Administrative Draft Master Plan. MIG will develop agendas and handouts for the meeting and provide them to the City for dupli- cation. City staff will prepare a summary report of the meeting. Suggested revisions to the Admin- istrative Plan will be incorporated into the Draft Master Plan. Task 23: City Council Presentation MIG will present the Community Needs Assessment Report to the Rosemead City Council. Phase Iv — Developing the Plan Task 24: Draft Recommendations /Strategies Based on the results of all activities and the joint workshop with the PMT. The MIG Team will draft a set of potential strategies and actions in areas such as: • Community S ervices; • Community Facilities; • Expansion and Renovation of Community Facilities; Operations and Maintenance; • Funding; and Management Results of this task will be incorporated into the Administration Draft Master Plan. Task 25: Capital Improvement Plan Based on the results of the Community Needs Assessment, MIG will create a list of all capital and non - capital projects recommended over the course of the 1.5 -year planning horizon. Based on meetings in which the PMT and CAC will prioritize the 15 -year list as high, medium and low priority, MIG will develop cost estimates for the high priority projects. Task 26: Financing Plan MIG will prepare a financing plan to: • Project available revenues for capital improve- ments by source, including any new revenue sources; • Determine the potential shortfall within the planning period, if any; , • Identify capital requirements to implement the Plan; and ldcnCLfy and assess options to meet those requirements. Rosemead Parks, Recreation and General Facilities Master Plan I PAGE 2.6 Results of this task will be incorporated into the Administrative Draft Master Plan. Task 27: Action Plan MIG will draft an Action Plan that consolidates the proposed 15 -year GIP; funding plan, and policy recommendations into one document. The Action Plan will present a specific implementation plan for the entire City. MIG will provide a digital file of the document to the City for review. MIG will revise the Action Plan based on one (1) set of consolidated comments provided by the City and incorporate the revisions into the Draft Comprehensive Plan. Task 28: Performance measures MIG will develop performance indicators to measure the City's success in implementing the plan. The measures will be designed to be updated annually, The performance measures will be incor- porated into the Draft Plan. Task 29: Administrative Draft Master Plan Map MIG will produce one (1) draft Master Plan map in GIS showing proposed parks, trails and special use facilities. Task 30: Administrative Draft Master Plan . MIG will produce an Administrative Draft Plan for review by key staff before publishing a public document for presentation to the CAC and public. Task 31: Project Management Team Meeting #4 MIG will conduct a fourth meeting with the PMT to review the Administrative Draft Master Plan. MIG will develop agendas and handouts for the meeting and provide them to the City for duplication. City staff will prepare a summary report of the meeting. Suggested revisions to the Administrative Plan will be incorporated into the Draft Master Plan. Task 32: Draft Master Plan Based on the consolidated comments received from the City on the Administrative Draft Master Plan, MIG will prepare a Draft Master Plan for CAC and community review. The draft will be formatted as a clear, readable and attractive document suitable for public distribution. MIG svfll provide one (1) hard copy and one (1) digital file to the City for reproduction and appropriate distribution. the appendices will be published separately as an accompanying document. Task 33: City Council Presentation MIG will present the Draft Master Plan to the City Council for review and comment. Task 34: Final Master Plan Based on one (1) copy of collated comments prepared by the City, MIG will revise the Draft Master Plan and deliver a final document to the City. The Final Master Plan document will include an Implementation Plan which will include the following components: • Financial Plan; • Action Plan; and Performance Measures MIG will provide seven (7) hard copies and one (1) digital file to City staff for reproduction and appropriate distribution. Task 35: Project Close -out MIG will complete all administrative duties, such as final invoicing and delivery of final digital files, related to the project. Rosemead Parks, Recreation and General Facilities Master Plan I PAGE 2.7 .. ::_.._ ....... __ I N.91 i-3 SCHEDULE OF SERVICES Primary Preliminary Project Schedule City of Rosemead Parks and Recreation Master Plan Q OocwnmwePlwmn� O= PMTICae Meel, ®= Cnund Mee[rq t Pmjat Initiation Mating ( _ 2 Refin <5.npe Md Sd+edW< Alerting whh Projca Alamgcmmr Tevn 3 M1 Ova Cdlmlun 5 Maur Min Il M:q. Foisting PW and [ dliria fi limnaimi Pmgnm E.Wnvinn r.'1r _ 7 P.dr.nd Fud6ry E.aluenn _ _ g Pukand PadU, T.. 9 10 Oral ur i Fh + =1 Glrziiq &rodeo Raeuau Summary Munn 0.=nagmphic Anablh vW Cnmmnoiry P.& _ ' 11 Pvk Smndan6&n<hmvk PL. band li Aevmr oFCurtcnr Openuan 13 Eandng Cnndi�n 5umrre7 Report NEI W P.,.,M.ing 13 with Pmj¢t Afanug<mcnt T<am�.. _ 15 l-m — _— _ L -. M-1, — — 16 Cnmmunny Qum omium V Cnm nun ry lmac�r C.cnn (W.mkrhugl _ W Ig _ Communm Tdephmm Survo - - -_ — _ - - -- 19 R .,Wn mW Pmgmm A,u-Wsk - - -- _ 20 21 Purkvrd FPgliq,NaedeArta15a1r Cemmuniri Nm6 - Pmj.ecAlunagemmr'I'evoMeedng r} 23 [iry Cnm ii Pa.emndnn Dnfc Rcmmmcmladun./Srmnga _ 27 25 n ze 29 30 31 32 33 3.1 _ 35 E pml Impmv.mcnr Phn &n. Phn P<rbnnanee M�.r nn ___ Admininnrne Dnh Muner Plun ALp— admlulsmn•e Orek Nl—r Plc+ Pmlect Mamg.mem T.am M.m ngal Dmh Alma, Plu, Final IMma+ Phn Pp +jai d:w.lhrz L __ _ }III— : L B '� — — c; ..; g Q OocwnmwePlwmn� O= PMTICae Meel, ®= Cnund Mee[rq COMMUNITY OUTREACH & NEEDS ASSESSMENT Maxine Surks Jim Pickel -Cindy Mendoza WIG EXHIBIT C KEY PERSONNEL PROJECT MANAGEMENT Jim Pickel, ASLA Principal -in- Charge Maxine Surks Project Manager WIG INVENTORY, MASTER FACILITIES & PLANNING & PROGRAM. DOCUMENTATION EVALUATION Ron Vine Maxine Surks Jim Pickel Jim Pickel Maxine Surks Cindy Mendoza Cindy Mendoza MIG MIG Richard Crane, AIA Steve Kalthoff Crane Arokemnal Group FUNDING AND COMMUNITY FINANCIAL TELEPHONE STRATEGY SURVEY Jeffrey Kay Ron Vine Robert Spencer Elaine Tatham Carlos Villarreal Leisure Vision Willdan Financial a MIG TEAM RESOURCES Landscape Architecture; Recreation Planning, Public Outreach, - Meeting Managemerd and Facilitation, Communications and Graphic Design Rosemead Parks, Recreation and General Facilities Master Plan I PAGE 1.7 C -1 . ..... .............. __...... _.._._. W 0 a oa Z� 3 Sd ma EXHIBIT D COMPENSATION 3 a n a 6 O im I `-. n �N i i n 0 3 n u R o„ z= 4a �v S i k i s EXHIBIT E INSURANCE REQUIREMENTS Prior to the beginning of and throughout the duration of the Work, Consultant will maintain insurance in conformance with the requirements set forth below. Consultant will use existing coverage to comply with these requirements. if that existing coverage does not meet the requirements set forth here, Consultant agrees to amend,supplement or endorse the existing coverage to do so, Consultant acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required. Any insurance proceeds available to City in excess of the limits and coverage required in this agreement and which is applicable to a given loss, will be available to City. Consultant shall provide the following types and amounts of insurance: Commercial General Liability Insurance using Insurance Services Office "Commercial General Liability" policy form CG 00 01 or the exact equivalent. Defense costs must be paid in addition to limits. There shall be no cross liability exclusion for claims or suits by one insured against another. Limits are subject to review but in no event less than $1,000,000 per occurrence. Business Auto Coverage on ISO Business Auto Coverage form CA 0001 including symbol 1 (Any Auto) or the exact equivalent. Limits are subject to review, but in no event to be less that $1,000,000 per accident. If Consultant owns no vehicles, this requirement may be satisfied by a non -owned auto endorsement to the general liability policy described above. If Consultant or Consultant's employees will use personal autos in anyway on this project, Consultant shall provide evidence of personal auto liability coverage for each such person. Workers Compensation on a state - approved policy form providing statutory benefits as required by law with employer's liability limits no less than $1,000,000 per accident or disease. Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against acts, errors oromissions of the consultant and "Covered Professional Services" as designated in the policy must specifically include work performed underthis agreement. The policy limit shall be no less than $1,000,000 per claim and in the aggregate. The policy must "pay on behalf of" the insured and must include a provision establishing the insurer's duty to defend. The policy retroactive date shall be on or before the effective date of this agreement. Insurance procured pursuant to these requirements shall be written by insurers that are admitted carriers in the state of California and with an A.M. Bests rating ofA- orbetterand a minimum financial size Vil. General conditions pertaining to provision of insurance coverage by Consultant. Consultant and City agree to the following with respect to insurance provided by Consultant: E -1 - -- - - - - - -- ... 1. Consultant agrees to have its insurer endorse the third party general liability coverage required herein to include as additional insureds City, its officials, employees and agents, using standard ISO endorsement No. CG 2010 with an edition prior to 1992. Consultant also agrees to require all contractors, and subcontractors to do likewise. 2. No liability insurance coverage provided to comply with this Agreement shall prohibit Consultant, or Consultant's employees, or agents, from waiving the right of subrogation prior to a loss. Consultant agrees to waive subrogation rights against City regardless of the applicability of any insurance proceeds, and to require all contractors and subcontractors to do likewise. 3. All insurance coverage and limits provided by Contractor and available or applicable to this agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement or any other.agreement relating to the City or its operations limits the application of such insurance coverage. 4. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of In writing. 5. No liability policy shall contain any provision or definition that would serve to eliminate so- called "third party action over' claims, including any exclusion for bodily injury to an employee of the insured or of any contractor or subcontractor. 6. All coverage types and limits required are subject to approval, modification and additional requirements by the City, as the need arises. Consultant shall not make any reductions in scope of coverage (e.g. elimination of contractual liability or reduction of discovery period) that may affect City's protection without City's prior written consent. Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all of the coverages required and an additional insured endorsement to Consultant's general liability policy, shall be delivered to City at or prior to the execution of this Agreement. In the event such proof of any insurance is not delivered as required, or in the event such insurance is canceled at any time and no replacement coverage is provided, City has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests under this or any other agreement and to pay the premium. Any premium so paid by City shall be charged to and promptly paid by Consultant or deducted from sums due Consultant, at City option. 8. Certificate(s) are to reflect that the insurer will provide 30 days notice to City of any cancellation of coverage. Consultant agrees to require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, or that any party will "endeavor" (as opposed to being required) to comply with the requirements of the certificate. E -2 9. It is acknowledged by the parties of this agreement that all insurance coverage required to be provided by Consultant or any subcontractor, is intended to apply first and on a primary, noncontributing basis in relation to any other insurance or self insurance available to City. 10. Consultant agrees to ensure that subcontractors, and any other party involved with the project who is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with subcontractors and others engaged in the project will be submitted to City for review. 11. Consultant agrees not to self- insure or to use any self- insured retentions or deductibles on any portion of the insurance required herein and further agrees that it will not allow any contractor, subcontractor, Architect, Engineer or other entity or person in any way involved in the performance of work on the project contemplated by this agreement to self- insure its obligations to City. If Consultant's existing coverage includes a deductible or self- insured retention, the deductible or self- insured retention must be declared to the City. At that time the City shall review options with the Consultant, which may include reduction or elimination of the deductible or selflnsured 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. E -3 • • 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. E-4 Client #: 2042 MOOREIACO --ACOR . CERTIFICPW OF LIABILITY INSUIWNCE City of Rosemead Attn: David Montgomery-Scott Parks & Recreation Director 8838 E. Valley Road Rosemead, CA 91770 SH OULD ANYOFTH E ABOVE D ESCRIBED POLICIES BE CANCELLED BEFORE TH E EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 3O— DAYSWRITTEN NOTICE TOTHE CERTIFICATE HOLDER NAM ED TOTH E LEFT, BUT FAILURE TO DO SO SHALL IM POSE NO OB LIGATION OR LIABILITY OF ANY KIND UPON TH E INSURERJTS AGE NTS OR AUT O�EPRESENTATIVE ACORD 25S (7197)1 of 1 #M230683 JXL 0 ACORD CORPORATION 1988 GAT /31EO'9 om) PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Dealey, Renton & Associates P. O. Box 12675 ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Oakland, CA 94604 -2675 510 465.3090 - - INSURERS AFFORDING COVERAGE INSU RED • " -' - Moore lacofano Goltsman, Inc. INSURER A: ACE American Insurance Company INSURER B: 800 Hearst Ave :' - I _ .. _ .. _- __- ..__.. -.. ... INSURER C: � •r —� Berkeley,CA 94710 INSURER D: ~ r" "Ov, ' +'O I INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. NSR LTR TYPE OF INSURANCE POLICY NUMBER POLICYEFFECTIVE DATE MM /DD POLICYEXPIRATION DATE MM /DDm LIMITS GENERALLIABIDTY EACH OCCURRENCE $ FIRE DAMAGE (Any one fire) $ COMM ERCLAL GENERAL LIAR ILITY CLAIMS MADE ❑ OCCUR MED UP (Any we person) $ PERSONALS A" INJURY E GENERALAGGREGATE E GEN'L AGGREGATE LIM ITAPPL IES PER: PRODUCTS- COMP /OPAGG $ POLICY PRO LOC JECT AUTOMOBILE LIABILITY ANY AUTO COMBINED SINGLE LIMIT (Ea accident) $ BODILY INJURY (Per person) $ ALL OWNED AUTOS SCHEDULED AUTOS BODILY INJURY— (Per accident) �___...�.. $ - HIREDAUTOS NON - OWNEDAUTOS PROPERTY DAMAGE- (Peraccident) $ - -` - -_ .. , - GARAGE LIABILITY. "' "ye_.-._'. "'- '" AUTO ONLY - EAACCIDENT S OTHERTHAN EA ACC $ ANY AUTO .. _. _ $ AUTO ONLY: AGO EXCESS LIABILITY EACH OCCURRENCE $ OCCUR F_1 CLAIMS MADE AGGREGATE IT $ $ DEDUCTIBLE $ RETENTION E WORKERS COMPENSATION AND WC STATIT OTH- EMPLOYERS' LIABILITY E.L. EACH ACCIDENT $ E.L. DISEASE -EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ A OTHER Professional G21656434005 07/01/08 07/01/09 $1,000,000 per claim lability $2,000,000 annl aggr. DESCRIPTION OF OPE"nONSA.00ATIONSIVEHICLES /EXCLUSIONS ADDED BY ENDORSEMENT /SPECIAL PROVISIONS Re: City of Rosemead Parks & Recreation Master Plan City of Rosemead Attn: David Montgomery-Scott Parks & Recreation Director 8838 E. Valley Road Rosemead, CA 91770 SH OULD ANYOFTH E ABOVE D ESCRIBED POLICIES BE CANCELLED BEFORE TH E EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 3O— DAYSWRITTEN NOTICE TOTHE CERTIFICATE HOLDER NAM ED TOTH E LEFT, BUT FAILURE TO DO SO SHALL IM POSE NO OB LIGATION OR LIABILITY OF ANY KIND UPON TH E INSURERJTS AGE NTS OR AUT O�EPRESENTATIVE ACORD 25S (7197)1 of 1 #M230683 JXL 0 ACORD CORPORATION 1988 ACO?D CERTIFICA10OF LIABILITY INSURAIII& OP ID A2 I DATE(MM/DDIWy`') MIGIN -1 1 02/04/09 PRODUCER Cook Insurance Services THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE McDermott -Costa Co. , Inc. 276 Dolores Ave HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. DATE MM DD/YY DATE MM/ O/YY N San Leandro CA 94577 Phone:510- 352 -2731 Fax:510- 352 -8272 INSURERS AFFORDING COVERAGE NAIC# INSURED INSURER A: Hartford Fire Ins. Co. 19682 INSURER B: Everest National Insurance Co 10120 Moore Iacofano Goltsman, Inc dba: MIG INSURER C: xartrord Casualty Insurance Co 29424 INSURER D: PERSONAL B ADV INJURY 800 Hearst Avenue Berkeley CA 94710 GENERAL AGGREGATE INSURER E: GENT AGGREGATE LIMIT APPLIES PER: X7 POLICY n jE 0 r_� LOC COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTR NSR TYPE OF INSURANCE POLICY NUMBER DATE MM DD/YY DATE MM/ O/YY N LIMITS A - GENERAL LIABILITY X COMMERCIAL GENERAL LIABILITY CLAIMS MADE [g] OCCUR 570UNUN8227 - - 04/01/08 04/01/09 EACH OCCURRENCE $ 1000000 AAIAGETURERTE� PREMISES Eaoccurence) $ 300000 MED EXP(Any one person) $ 5000 PERSONAL B ADV INJURY $ 1000000 GENERAL AGGREGATE $ 2000000 GENT AGGREGATE LIMIT APPLIES PER: X7 POLICY n jE 0 r_� LOC PRODUCTS - COMPIOP AGO $ 2000000 C AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULEDAUTOS HIRED AUTOS NON- OWNEDAUTOS - 57UUNUN8227 04/01/08 04/01/09 COMBINED SINGLE LIMIT (Ea acciden) $ 1000000 BODILY INJURY (Per person) $ Ix X BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ GARAGE LIABILITY ANY AUTO AUTO ONLY - EA ACCIDENT $ OTHER THAN EA ACC AUTO ONLY: AGO $ $ EXCESS /UMBRELLA LIABILITY OCCUR El CLAIMS MADE DEDUCTIBLE RETENTION $ EACH OCCURRENCE $ AGGREGATE $ $ $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICERIMEMBER EXCLUDED? If yes describe under SPECIAL PROVISIONS below - 5900000484071 04/01/08 04/01/09 X TORY LIMITS ER .1 EACH ACCIDENT $ 1000000 E.L. DISEASE - EA EMPLOYEE $ 1000000 E.L. DISEASE - POLICY LIMIT 1 $ 1000000 OTHER DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES / EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS - Re: MIG Project - City of Rosemead Parks S Recreation Master Plan. *except 10 days for non- payment of premium. The City of Rosemead David Montgomery- Scott, Parks 6 Recreation Director 8838 E. Valley Road Rosemead CA 91770 Arnon eR nnni mRI CIROSEM SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATIOI DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL *30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. isl / - /ll [07 0 necessary litigation expenses incurred by us and necessary ,litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments. Notwithstanding the provisions of Paragraph 2.b.(2) of Section I — Coverage A — Bodily Injury And Property Damage Liability, such payments will not be deemed to be damages for "bodily injury" and "property damage" and will not reduce the limits of insurance. Our obligation to defend an insured's indemnitee and to pay for attorneys' fees and necessary litigation expenses as Supplementary Payments ends when: a. We have used up the applicable limit of insurance in the payment of judgments or settlements; or b. The conditions set forth above, or the terms of the agreement described in Paragraph f. above, are no longer met. SECTION II —WHO IS AN INSURED 1. If you are designated in the Declarations as: a. An individual, you and your spouse are insureds, but only with respect to the conduct of a business of which you are the sole owner. b. A partnership or joint venture, you are an insured. Your members, your partners, and their spouses are also insureds, but only with respect to the conduct of your business. c. A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their duties as your managers. d. An organization other than a partnership, joint venture or limited liability company, you are an insured. Your "executive officers" and directors are insureds, but only with respect to their duties as your officers or directors. Your stockholders are also insureds, but only with respect to their liability as stockholders. e. A trust, you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees. 2. Each of the following is also an insured: a. Employees and Volunteer workers Your "volunteer workers" only while performing duties related to the conduct of your business, or your "employees ", other than either your "executive officers" (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. 0 However, none of these "employees" or "volunteer workers" are insureds for: (1) "Bodily injury" or "personal and advertising injury': (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), to a co- "employee" while in the course of his or her employment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co- "employee" or that "volunteer worker" as a consequence of Paragraph (1)(a) above, (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1)(a) or (b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. If you are not in the business of providing professional health care services, Paragraph (d) does not apply to any nurse, emergency medical technician or paramedic employed by you to provide such services. (2) "Property damage" to property: (a) Owned, occupied or used by, (b) Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by you, any of your "employees ", "volunteer workers ", any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). b. Real Estate Manager Any person (other than your "employee" or "volunteer worker "), or any organization while acting as your real estate manager. c. Temporary Custodians of Your Property Any person or organization having proper temporary custody of your property if you die, but only:_ ,_ (1) With respect to liability arising out of the maintenance or use of that property; and (2) Until your legal representative has been appointed. d. Legal Representative If You Die Your legal representative if you die, but only with respect to duties as such. That representative will HG 00 01 06 05 Page 9 of 18 0 that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. 4. Other Insurance If other valid and collectible insurance is available to the insured for a loss we cover under Coverages A or B of this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when b. below applies. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. b. Excess Insurance This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis: (1) Your Work That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work "; (2) Premises Rented To You That is fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; (3) Tenant Liability That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; (4) Aircraft, Auto Or Watercraft If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section I — Coverage A — Bodily Injury And Property Damage Liability; (5) Property Damage to Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damage" to borrowed equipment or the use of elevators to the extent not subject to Exclusion j. of Section - Coverage A - Bodily Injury And Property Damage Liability; (6) When You Are Added As An Additional Insured To Other Insurance Any other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance; or 0 (7) When You Add Others As An Additional Insured To This Insurance Any other insurance available to an additional insured. However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this coverage part. (a) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract or written agreement that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. (b) Primary And Non - Contributory To Other Insurance When Required By Contract If you have agreed in a written contract, written agreement, or permit that this insurance is primary and non - contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (a) and (b) do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess, we will have no duty under Coverages A or B to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit ". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self- insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. Page 14 of 18 HIS 00 01 06 05 0 If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 5. Premium Audit a. We will compute all premiums for this Coverage Part in accordance with our rules and rates. b. Premium shown in this Coverage Part as advance premium is a deposit premium only. At the close of each audit period we will compute the earned premium for that period and send notice to the first Named Insured. The due date for audit and retrospective premiums is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured. c. The first Named Insured must keep records of the information we need for premium computation, and send us copies at such times as we may request. 6. Representations a. When You Accept This Policy By accepting this policy, you agree: (1) The statements in the Declarations are accurate and complete; (2) Those statements are based upon representations you made to us; and (3) We have issued this policy in reliance upon your representations. b. Unintentional Failure To Disclose Hazards If unintentionally you should fail to disclose all hazards relating to the conduct of your business that exist at the inception date of this Coverage Part, we shall not_ deny coverage under this Coverage Part because of such failure. 7. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Coverage Part to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom claim is made or "suit" is brought. 8. Transfer Of Rights Of Recovery Against Others To Us a. Transfer of Rights Of Recovery If the insured has rights to recover all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the PJ insured will bring "suit" or transfer those rights to us and help us enforce them. b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. 9. When We Do Not Renew If we decide not to renew this Coverage Part, we will mail or deliver to the first Named Insured shown in the Declarations written notice of the nonrenewal not less than 30 days before the expiration date. If notice is mailed, proof of mailing will be sufficient proof of notice. SECTION V — DEFINITIONS 1. "Advertisement" means the widespread public dissemination of information or images that has the purpose of inducing the sale of goods, products or services through: a. (1) Radio; (2) Television; (3) Billboard; (4) Magazine; (5) Newspaper; or b. Any other publication that is given widespread public distribution. However, "advertisement" does not include: a. The design, printed material, information or images contained in, on or upon the packaging or labeling of any goods or products; or b. An interactive conversation between or among persons through a computer network. 2. "Advertising idea" means any idea for an "advertisement ". 3. "Asbestos hazard" means an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form. 4. "Auto" means a land motor vehicle, trailer or semitrailer designed for travel on public roads, including any attached machinery or equipment. But "auto' does not include "mobile equipment ". 5. "Bodily injury" means physical: a. Injury; b. Sickness; or c. Disease sustained by a person and, if arising out of the above, mental anguish or death at any time. HG 00 01 06 05 Page 15 of 18 CITY OF ROSEMEAD PROFESSIONAL SERVICES AGREEMENT 1. PARTIES AND DATE. This Agreement is made and entered into this 23rd day of August, 2016 by and between the City of Rosemead, a municipal organization organized under the laws of the State of California with its principal place of business at 8838 E. Valley Boulevard, Rosemead, California 91770 ("City") and Moore lacofano Goltsman, Inc. (MIG, Inc.), a corporation with its principal place of business at 800 Hearst Avenue, Berkeley, CA 94710 ("Consultant") ("Consultant"). City and Consultant are sometimes individually referred to herein as"Party" and collectively as "Parties." 2. RECITALS. 2.1 Consultant. Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing professional enviormental services to public clients, is licensed in the State of California, and is familiar with the plans of City. 2.2 Project. City desires to engage Consultant to render professional land use and environmental consulting services for the proposed mixed use project known as("Project")and referred to as the Garvey Earle Plaza as set forth in this Agreement. 3. TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional environmental consulting services necessary for the Project ("Services"). The Services are more particularly described in Exhibit"A"attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 3.1.2 Term. The term of this Agreement shall be from August 23, 2016 to March 23, 2017, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. MIG, Inc. Page 2 of 23 3.2 Responsibilities of Consultant. 3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3.2.2 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit "B" attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City. 3.2.4 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below,any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent,a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the City. The key personnel for performance of this Agreement are as follows: Christopher Brown (Director of Environmental Services for MIG Riverside Office). 3.2.5 City's Representative. The City hereby designates the Community Development Director or her designee, to act as its representative for the performance of this Agreement("City's Representative"). City's Representative shall have the power to act on behalf of the City for all purposes under this Contract. Consultant shall not accept direction or orders from any person other than the City's Representative or his or her MIG, Inc. Page 3 of 23 designee. 3.2.6 Consultant's Representative. Consultant hereby designates Christopher Brown or his designee, to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his/her best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.2.7 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times. 3.2.8 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. Any employee of the Consultant or its sub-consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property,or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project. 3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local,state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors,officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply MIG, Inc. Page 4 of 23 with such laws, rules or regulations. 3.2.10 Insurance. 3.2.10.1 Time for Compliance. Consultant shall maintain, prior to the beginning of and for the direction of this Agreement, insurance coverage as specified in Exhibit"D" attached to and part of this agreement. 32.11 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.3 Fees and Payments. 3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "C" attached hereto and incorporated herein by reference. The total compensation shall not exceed thirty-nine thousand two hundred five dollars ($39205) without advance written approval of the Community Development Director. Extra Work may be authorized, as described below, and if authorized,will be compensated at the rates and manner set forth in this Agreement. 3.3.2 Payment of Compensation. Consultant shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. 3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City. 3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without MIG, Inc. Page 5 of 23 written authorization from City's Representative. 3.3.5 Prevailing Wages. Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations,Title 8, Section 1600, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft,classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant's principal place of business and at the project site. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 3.4 Accounting Records. 3.4.1 Maintenance and Inspection. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.5 General Provisions. 3.5.1 Termination of Agreement. 3.5.1.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7)days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. 3.5.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in 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 MIG, Inc. Page 6 of 23 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: MIG Riverside Office 1500 Iowa Avenue, Suite 110 Irvine, CA 92620 Attn: Christopher Brown, Director of Environmental Services CITY: City of Rosemead 8838 Valley Boulevard Rosemead, CA 91770 Attn: Lily T. Valenzuela, City Planner Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.3 Ownership of Materials and Confidentiality. 3.5.3.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement(Documents& Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents&Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents&Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. MIG, Inc. Page 7 of 23 3.5.3.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.5 Attorney's Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all other costs of such action. 3.5.6 Indemnification. Consultant shall defend, indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions or willful misconduct of Consultant, its officials, officers, employees, agents,consultants and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses. Consultant shall defend, at Consultant's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents or volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials,officers, employees, agents or volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse City and its directors, officials, officers, employees, agents and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials officers, employees, agents or volunteers. 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. MIG, Inc. Page 8 of 23 3.5.8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. 3.5.9 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.5.10 City's Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project. 3.5.11 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties. 3.5.12 Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law,this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.5.13 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement,the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subcontractors of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.5.14 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.15 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.5.16 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.5.17 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. MIG, Inc. Page 9 of 23 3.5.18 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Consultant further agrees to file, or shall cause its employees or subconsultants to file, a Statement of Economic Interest with the City's Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.5.19 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.5.20 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.5.21 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute,deliver, and perform the Agreement. Each 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. MIG, Inc. Page 10 of 23 CITY OF""R�OSEMEAD MIG, C _ By. 1UIL r� hJL" By: (�� right Ay Sandra Armenta, May.r City of Rosemead Name:bitik) (Ct.' • Attest: ���, Title: arc Donohue City Clerk [If Corporation, TWO SIGNATURES, President OR Vice President AND Secretary, AND CORPORATE SEAL OF CONTRACTOR REQUIRED] Approved as to Form: J By: G.,r,/'/"( ..J Name: (}-01-k4 M V /-6Ntn� Rachel Richman, City Attorney Burke, Williams & Sorensen, LLP /' Title: c,RZ MIG, Inc. Page 11 of 23 EXHIBIT"A" . SCOPE OF SERVICES MIG proposes the following work product to prepare the environmental document for the project. Work Proposal Initial Study Scope Phase 1: Technical Review and Project Description MIG will review the project plans and prepare all technical reports for the project. We will prepare a memorandum, if necessary, identifying any deficiencies or concerns related to the project data and its ability to support preparation of the Initial Study. The project description will concisely articulate the key features of the project, including: (1) regional and local setting; (2) project history; (3) project objectives; (4) project characteristics, and (5) intended uses of the Initial Study including a list of lead, responsible, and other agencies expected to use the document in decision making (if applicable) and a list of approvals for which the Initial Study will be used. A draft project description will be submitted for review and comment by City staff to ensure that the description presented throughout the Initial Study is properly representative of the proposed project and reflects the same understanding by all team members with regard to the environmental issues that will be screened from the further review or may require additional analysis. MIG will respond to one round of one consolidated set of comments on the project description. Any changes to the project description after approval by the City will likely require budget and schedule adjustments commensurate with the degree of changes to the project. Phase 2: Technical Reports MIG will prepare technical reports for the project as commented on during the pre- application review of the project. Air Quality/Greenhouse Gas Assessment MIG will prepare an Air Quality and Climate Change Assessment to analyze the following (please see Attachment A for the Terms of Agreement for preparation of our air quality studies): • Consistency with the Air Quality Management Plan (AQMP) • Construction and demolition emissions • Comparison of existing conditions to proposed use • Long-term emissions associated with project mobile, operational, and area sources • Carbon monoxide hotspots • Odors • Cumulative Impacts MIG, Inc. Page 12 of 23 Noise MIG will prepare a noise study that will include analysis of construction noise and vibration impacts on noise sensitive receptors in the project vicinity. Operational impacts related to increases in traffic will be analyzed. Mitigation will be identified to reduce noise impacts to less than significant levels, where possible and necessary. Cultural Resources MIG will conduct a Cultural and Paleontological Resources Records search, a Sacred Lands File and Follow-up Native American Consultation, a Pedestrian Field Survey and will also prepare a Phase I Cultural Resources Technical Report to determine if the presence of any cultural resources have been identified in the project vicinity (see Attachment B for a detailed scope of work). Traffic The traffic impact analysis by Kunzman Associates will consist of preparing an objective report suitable for submission to the reviewing agency. The report will be prepared in accordance with accepted professional transportation engineering standards. The final illustrated report will summarize the traffic impact analysis findings, methodology, and supportive data. It will quantify existing traffic conditions, traffic conditions upon project completion, and recommend mitigation measures. Specifically, the focused traffic analysis will consist of (1) discussing the proposed development with the applicant; (2) submitting a scoping agreement/memorandum of understanding, including assumptions and methodology, for governmental agency approval; (3) conducting a study area field survey of intersection traffic control devices, intersection approach lanes, and roadway link through travel lanes; (4) documenting existing traffic conditions; (5) obtaining weekday morning/evening peak period turning movement counts at the study area intersections; (6) determining project trip generation based upon the Institute of Transportation Engineers, Trip Generation Manual, 9th Edition, 2012; (7) distributing the project trip generation to the street system; (8) determining the project's traffic impacts; (9) analyzing study area intersection Levels of Service; (10) examining internal circulation including emergency vehicle access; (11) mitigating the impacts, if necessary; and (12) preparing a written letter-report that is stamped and signed by a Registered Engineer in the State of California. The focused traffic analysis will include calculation of intersection delay utilizing the Highway Capacity Manual methodology at up to two (2) study area intersections during the peak hours for existing conditions as well as with the proposed project. Phase 3: Initial Study This phase includes preparation of an Initial Study to determine if an El or an MND will be the appropriate environmental clearance documentation for the project pursuant to the California Environmental Quality Act (CEQA). We assume that at a minimum a site plan, elevations, and estimates on import/export of soil will be provided by the City. Other submittal requirements requested by the City will also be forwarded to MIG for inclusion in the environmental analysis. It is further assumed that sufficient information concerning the local water, sewer, and storm drainage systems and local public services will be provided by City Staff in response to our inquiries. MIG, Inc. Page 13 of 23 MIG will coordinate with the City to refine and confirm the project description. We will then prepare a fully annotated Initial Study checklist, with explanatory responses to the 80+ questions,sufficient to analyze the environmental effects of the project. Electronic copies of the completed Initial Study will be submitted for review and comment by the City. Please note that any changes to the project after completion of the project description could require schedule and budget adjustments to incorporate the changes into the Initial Study. The budget assumes that MIG will respond to one round of City comments on the administrative draft Initial Study before finalizing the draft for public review and comment. Preparation of the Initial Study is subject to the Terms of Agreement. Mitigated Negative Declaration Scope Phase 3A: Draft Mitigated Negative Declaration If the Initial Study supports adoption of a Mitigated Negative Declaration (MND), MIG will package the Initial Study for circulation as an MND including any special MND forms that the City of Rosemead may require. If no specialty forms are required, then Section 2 (Environmental Determination) of the Initial Study will serve as the MND for the project.We will have the Environmental Determination signed by the City for inclusion in the Initial Study.This phase includes completion of the Mandatory Findings of Significance consistent with the adoption of the MND. Phase 3B: Notice of Intent MIG will prepare a Notice of Intent to Adopt a Mitigated Negative Declaration (NOI) for public circulation to request comments on the Initial Study. We will complete the standard NOI form or use a preferred template from the City. This phase includes circulation of the Initial Study and MND for public review. We will mail an electronic copy of the Initial Study and MND to up to 50 agency recipients or other entities included on the City of Rosemead's standard environmental distribution list. If the City requires circulation to surrounding properties, we will mail a notice to properties within the required distance of the project site. We anticipate a 30-day review period will be required and will thus send the document to the State Clearinghouse. We assume that the City will post the NOI at City Hall and in the local newspaper Of required) in accordance with their own policies for CEQA implementation. Phase 3C: Response to Comments At the conclusion of the public review and comment period, MIG will prepare written responses to comments concerning the adequacy of the environmental impact analysis, if necessary and requested by the City. Individual responses would be at the discretion of the City as they are not required by CEQA. If minor revisions, corrections, or clarifications to the Initial Study are warranted, we will make those changes and compile a final Initial Study for adoption by the City decision-makers. MIG will also prepare a Mitigation Monitoring and Reporting Program, pursuant to Section 15097 of the CEQA Guidelines. Phase 3D: Hearings MIG will attend meetings and hearings as requested by the City, at cost of time and materials. This task will also include periodic coordination with the City Staff, including MIG, Inc. Page 14 of 23 conference calls. For budgeting purposes,this proposal assumes a MIG team member will attend one City of Rosemead Planning Commission and/or City Council meeting leading to project approval. Phase 3E: Notice of Determination Within five days of approval of the project, MIG will prepare and file the Notice of Determination (NOD) with the County, provided the City of Rosemead permits us to do so. Phase 4: Environmental Impact Report Environmental Impact Report Scope Phase 4k Notice of Preparation If the results of the Initial Study identify the need for an EIR, or if the City requires preparation of an EIR in light of controversy, MIG will prepare a Notice of Preparation of a Draft Environmental Impact Report (NOP) in accordance with Section 15082 of the State CEQA Guidelines to announce the City's determination that an EIR will be prepared and to request comments concerning the scope of issues to be addressed in the EIR. The primary purpose of an NOP is to solicit comments from other governmental entities that may have jurisdiction and/or interest involving the environmental resources that may be affected by the project in order to define their area of authority, issues of concern, and to suggest approaches to avoid or reduce the potentially adverse effects of the proposed project. The NOP also provides an opportunity to involve special interest groups, local residents and businesses, and the community at large in the scoping process. MIG will produce and distribute printed and electronic copies of the NOP in accordance with a distribution list to be developed in consultation with the City. Distribution of the NOP will initiate a 30-day review and comment period. MIG will address all relevant comments related to potential environmental impacts raised through the NOP in the EIR. This phase does not include hosting of a scoping meeting; however, MIG can host such a meeting at the City's request and with Client approval at cost of time and materials. Phase 48: Draft EIR A project-level EIR will be prepared with an anticipated focus on impacts involving aesthetics, air quality, biological resources,cultural resources,greenhouse gases, hazards and hazardous materials, hydrology and water quality, land use and planning, noise, transportation and traffic, and utilities and service systems. This task consists of preparation, production, submittal, review and comment by City Staff, and document revisions for the Administrative Draft EIR. MIG will address one round of comments from the City. Immediately following City Staff review and comment on the Administrative Draft EIR, MIG will prepare the Draft EIR (DEIR). Phase 4C: Notice of Availability MIG will prepare a Notice of Completion (NOC) for submittal to the State Clearinghouse and will prepare a Notice of Availability (NOA) to be transmitted to other government and quasi-governmental agencies, special interest groups, and interested persons that have MIG, Inc. Page 15 of 23 requested notification of environmental documents prepared for projects under City review. This proposal assumes the City will publish the NOA in a local newspaper of general circulation and post it at the usual locations where planning actions are announced to the public. Circulation of the DEIR will initiate a mandatory 45-day public review period. Phase 4D: Final EIR A Final ER (FOR) will be prepared pursuant to Section 15132 of CEQA Guidelines. The main purpose of a Final ER (FEIR) is to present comments received on the adequacy of the DEIR and the City's written responses to those comments.The FEIR would also include an erratum to address corrections and clarifications to the DEIR and a Mitigation Monitoring Reporting Program (MMRP), as detailed below. MIG will provide up to 15 printed copies of the FEIR for distribution to the City Board of Directors. Any additional copies can be provided at cost of labor and materials.This proposal assumes the County will prepare and file the Notice of Determination (NOD) with the appropriate fees. Phase 4E: Hearings _. . MIG will attend meetings and hearings as requested by the City. For budgeting purposes, this proposal assumes attendance at the following milestone meetings and hearings: • Project Initiation: A project"kick-off" meeting to discuss the project description and scheduling objectives, and receive required materials. MIG will also visit the project site and take photos to include in the EIR. • Two meetings with City staff to address specific issues of concern as the EIR is being prepared • Responses to Comments: Meet with staff to discuss public comments concerning the DEIR and devise a strategy for responses. • Public Hearings: MIG's project manager and/or primary analyst will attend three public hearings leading to certification of the Final EIR assumed to include one City Board of Directors meeting. Attendance at additional meetings or hearings is not covered by this task budget;therefore, this would require City authorization and payment of additional fees for the non-budgeted staff time and travel expenses involved. Phase 4F: Notice of Determination Within five days of approval of the project, MIG will prepare and file the Notice of Determination (NOD) with the County, provided the City permits us to do so. MIG, Inc. Page 16 of 23 EXHIBIT "B" SCHEDULE OF SERVICES Schedule Based on the proposed scope of work, we anticipate the technical studies and Initial Study will be completed in eight to ten weeks from authorization to proceed.We will complete the administrative draft of the Initial Study within two weeks of completion of the traffic study. Depending on the level of environmental clearance required by the City, preparation and adoption of an MND will take approximately two to three months including mandatory public review and City review cycles. If an El is required, it could take between six months to a year to complete the process including mandatory 105-day (NOP) and 45-day review (DEIR) periods, the City review and potential third party review, and hearings. MIG, Inc. Page 17 of 23 EXHIBIT"C" COMPENSATION Mitigated Negative Declaration Budget Budget The base cost to prepare the technical reports and Initial Study as required by the City is estimated to cost$34,155. Upon agreement and/or determination by the City of Rosemead as to the type of environmental clearance necessary for the project, we have provided budget estimates below based on their decision.The cost to prepare a Mitigation Negative Declaration (MND) is estimated at $5,050 for a total of $39,205. The cost to conduct the analysis and prepare an Environmental Impact Report(EIR) including time and materials is estimated at$45,000 for a total of $79,155. Payments are due and payable to MIG, 1500 Iowa Avenue, Suite 110, Riverside, California 92507. Expenses will be billed at cost plus ten percent for administrative costs. As the project progresses, if there is a change in scope or additional time and efforts are needed, an amendment to the budget will be requested before proceeding. Summary budgets are provided below. Initial Study Phase Description Cost 1 Project Description $3,000 2 Technical Reports Review $1,000 Air Quality $3,000 Noise $3,500 Cultural Resources $8,055 Traffic $3,600 3 Initial study $10,000 Expenses $2000 Total $34,155 Mitigated Negative Declaration Environmental Impact Report Phase Description r. Cost Phase Description Cost 3A MND $1,000 4A NOP $2,000 3B 1\101 $1,500 4B DEIR $25,000 3C RTC $1,000 4C NOA $5,000 3D Hearings $800 4D FEIR $5,0001 MIG, Inc. Page to of 23 3E NOD $500 4E Hearings $1,500 4F NOD $500 Expenses $250 Expenses $6,000 MND Subtotal $5,050 FIR Subtotal $45,000 GRAND TOTAL $39,205 GRAND TOTAL $79,155 The coordination with the completion of the special studies that are provided by the project applicant, including any response to comments, shall be provided by others. MIG, Inc. Page 19 of 23 EXHIBIT "D" INSURANCE REQUIREMENTS Prior to the beginning of and throughout the duration of the Work, Consultant will maintain insurance in conformance with the requirements set forth below. Consultant will use existing coverage to comply with these requirements. If that existing coverage does not meet the requirements set forth here, Consultant agrees to amend,supplement or endorse the existing coverage to do so. Consultant acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required. Any insurance proceeds available to City in excess of the limits and coverage required in this agreement and which is applicable to a given loss, will be available to City. Consultant shall provide the following types and amounts of insurance: Commercial General Liability Insurance using Insurance Services Office "Commercial General Liability"policy form CG 00 01 or the exact equivalent. Defense costs must be paid in addition to limits. There shall be no cross liability exclusion for claims or suits by one insured against another. Limits are subject to review but in no event less than $1,000,000 per occurrence. Business Auto Coverage on ISO Business Auto Coverage form CA 0001 including symbol 1 (Any Auto)or the exact equivalent. Limits are subject to review, but in no event to be less that $1,000,000 per accident. If Consultant owns no vehicles, this requirement may be satisfied by a non-owned auto endorsement to the general liability policy described above. If Consultant or Consultant's employees will use personal autos in any way on this project, Consultant shall provide evidence of personal auto liability coverage for each such person. Workers Compensation on a state-approved policy form providing statutory benefits as required by law with employer's liability limits no less than $1,000,000 per accident or disease. Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit requirements, shall provide coverage at least as broad as specified for the underlying coverages. Any such coverage provided under an umbrella liability policy shall include a drop down provision providing primary coverage above a maximum$25,000 self-insured retention for liability not covered by primary but covered by the umbrella. Coverage shall be provided on a "pay on behalf' basis, with defense costs payable in addition to policy limits. Policy shall contain a provision obligating insurer at the time insured's liability is determined, not requiring actual payment by the insured first. There shall be no cross liability exclusion precluding coverage for claims or suits by one insured against another. Coverage shall be applicable to City for injury to employees of Consultant, subconsultants or others involved in the Work.The scope of coverage provided is subject to approval of City following receipt of proof of insurance as required herein. Limits are subject to review but in no event less than $1,000,000 per occurrence. Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of MIG, Inc. Page 20 of 23 the consultant and "Covered Professional Services" as designated in the policy must specifically include work performed under this agreement.The policy limit shall be no less than $1,000,000 per claim and in the aggregate. The policy must "pay on behalf of' the insured and must include a provision establishing the insurer's duty to defend. The policy retroactive date shall be on or before the effective date of this agreement. Insurance procured pursuant to these requirements shall be written by insurers that are admitted carriers in the state of California and with an A.M. Bests rating of A-or better and a minimum financial size VII. General conditions pertaining to provision of insurance coverage by Consultant. Consultant and City agree to the following with respect to insurance provided by Consultant: 1. Consultant agrees to have its insurer endorse the third party general liability coverage required herein to include as additional insureds City, its officials, employees and agents, using standard ISO endorsement No. CG 2010 with an edition prior to 1992. Consultant also agrees to require all contractors, and subcontractors to do likewise. 2. No liability insurance coverage provided to comply with this Agreement shall prohibit Consultant, or Consultant's employees, or agents, from waiving the right of subrogation prior to a loss. Consultant agrees to waive subrogation rights against City regardless of the applicability of any insurance proceeds, and to require all contractors and subcontractors to do likewise. 3. All insurance coverage and limits provided by Contractor and available or applicable to this agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations limits the application of such insurance coverage. 4. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. 5. No liability policy shall contain any provision or definition that would serve to eliminate so-called "third party action over claims, including any exclusion for bodily injury to an employee of the insured or of any contractor or subcontractor. 6. All coverage types and limits required are subject to approval, modification and additional requirements by the City, as the need arises. Consultant shall not make any reductions in scope of coverage (e.g. elimination of contractual liability or reduction of discovery period) that may affect City's protection without City's prior written consent. 7. Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all of the coverages required and an additional insured endorsement to Consultant's general liability policy, shall be delivered to City at or prior to the execution of this Agreement. In the event such proof of any insurance is MG, Inc. Page 21 of 23 not delivered as required, or in the event such insurance is canceled at any time and no replacement coverage is provided, City has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests under this or any other agreement and to pay the premium. Any premium so paid by City shall be charged to and promptly paid by Consultant or deducted from sums due Consultant, at City option. 8. Certificate(s) are to reflect that the insurer will provide 30 days notice to City of any cancellation of coverage. Consultant agrees to require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, or that any party will "endeavor' (as opposed to being required) to comply with the requirements of the certificate. 9. It is acknowledged by the parties of this agreement that all insurance coverage required to be provided by Consultant or any subcontractor, is intended to apply first and on a primary, noncontributing basis in relation to any other insurance or self insurance available to City. 10.Consultant agrees to ensure that subcontractors, and any other party involved with the project who is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request,all agreements with subcontractors and others engaged in the project will be submitted to City for review. 11.Consultant agrees not to self-insure or to use any self-insured retentions or deductibles on any portion of the insurance required herein and further agrees that it will not allow any contractor, subcontractor, Architect, Engineer or other entity or person in any way involved in the performance of work on the project contemplated by this agreement to self-insure its obligations to City. If Consultant's existing coverage includes a deductible or self-insured retention, the deductible or self- insured retention must be declared to the City. At that time the City shall review options with the Consultant, which may include reduction or elimination of the deductible or selfinsured retention, substitution of other coverage, or other solutions. 12.The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City will negotiate additional compensation proportional to the increased benefit to City. 13.For purposes of applying insurance coverage only, this Agreement will be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance of or towards performance of this Agreement. MIG, Inc. Page 22 of 23 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. MIG, Inc. Page 23 of 23 22.Consultant agrees to provide immediate notice to City of any claim or loss against Consultant arising out of the work performed under this agreement. City assumes no obligation or liability by such notice, but has the right(but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City.