RFP Document Revised September, 2019

Request for Proposals (RFP) City of Torrance | 3031 Torrance Blvd, Torrance CA 90503 | www.TorranceCA.Gov

RFP No. B2026-06 RFP for Engineering Design Services for Pacific Coast Highway and Crenshaw Blvd Intersection Improvements, T-143

RFP Submittal Information

No mail or hand delivered Proposals. No faxed proposals.

No Late proposals.

Location: City of Torrance Purchasing Division 3031 Torrance Blvd.

Torrance, CA 90503

Date: Wednesday, July 22, 2026 Time Deadline: 3:00 p.m. Local (Pacific) Time

Submittal Requirements

Your submittal must include the following:

Complete Proposal.

Vendor’s Response (Section III of this document) on the forms provided. If additional space is required, please attach additional sheets/pages.

Proposer’s Affidavit (Attachment 1) Addenda, if any issued by City.

Any proposed alternative language to City’s Pro Forma Consulting Service Agreement (Attachment 2)

Proposers will be disqualified if their proposal does not include the above items.

Prior to the award of a Contract The successful vendor, must submit the following to the City of Torrance

Proof of insurance and applicable bonds, as indicated in the terms and conditions of this RFP document

Proof of a City of Torrance Business License, please contact the City of Torrance Business License Office at (310) 618-5923.

Questions Regarding this RFP Must be Submitted on PlanetBids

The deadline to submit questions is 12:00 Noon Pacific Time on Wednesday, July 15, 2026.

All questions regarding this RFP must be submitted online.

RFP for Engineering Design Services for Pacific Coast Highway and Crenshaw Blvd Intersection Improvements, T-143

SECTION I RFP INSTRUCTIONS AND INFORMATION

Notice is hereby given that sealed proposals will be received online until 12:00p.m. Wednesday, July 22, 2026.

The City of Torrance:

The City of Torrance is on the western side of Los Angeles County. It is boarded by the Palos Verdes Peninsula on the south, the City of Gardena on the north, the City of Redondo Beach on the north and west boundaries, the City of Lomita on the east and the Pacific Ocean on the west. The City encompasses an area of approximately 21 square miles, 329 miles of Streets, 1870 intersections, 550 miles of sidewalks, 47,000 Street Trees, 6 Public Libraries, a Municipal Airport, Transit System, 46 Parks & Recreation Amenities, 6 Fire Stations, 1 Police Station and 1 Police Community Center, and has an estimated population of approximately 146,115, which makes Torrance one of the top 10 cities in Los Angeles County in regards to population.

Background:

The intersection of Pacific Coast Highway (PCH) and Crenshaw Blvd experiences significant traffic congestion and currently operates at a Level of Service (LOS) F. The congestion has negatively impacted the City of Torrance for several years, including vehicle delays and air and noise pollution. These negative impacts not only impact Torrance, but they also affect other regions in the South Bay as this intersection serves as a commuting gateway to the Peninsula cities (Palos Verdes Estates; Rancho Palos Verdes; Rolling Hills; Rolling Hills Estates) and other surrounding cities. In addition, numerous large businesses that serve the South Bay are also located at and around this intersection, further necessitating intersection improvements.

The intersection of Pacific Coast Highway and Crenshaw Boulevard was identified in the 2019 Citywide Traffic Analysis as needing improvement. This project will improve the LOS and operations at the intersection of Pacific Coast Highway (PCH) and Crenshaw Blvd, which is owned and operated by the State of California Department of Transportation (Caltrans), through roadway widening, capacity enhancements, signal upgrades, and pedestrian enhancements. See Attachment 3 for the Project Vicinity Map.

Definitions:

Word Definition as applied to this RFP City The City of Torrance, California

Vendor, Contractor, Proposer, Firm or

Consultant

The person, firm, company or corporation providing services to the City, or submitting a proposal in response to this RFP

Contract, Purchase Order, Agreement, Purchasing

Agreement

The agreement between the awarded Vendor and the City as a result of this Request for Proposals

Proposal Submittal Form:

Prospective bidders must submit bids in electronic only format at https://pbsystem.planetbids.com/portal/47426/portal-home; The proposal must be made on the form provided and uploaded on PlanetBids.

Scan and attach the following required documents to your eBid. This list may not be all-inclusive; additional items may be required elsewhere in bid specifications. Failure to provide required documents with bid may cause the bid to be deemed non-responsive.)

If an individual makes the proposal, it must be signed by that individual, with an address and telephone number. If made by a business entity, it must be signed by an authorized person that executes binding agreements and contracts. A full business address and telephone are required.

Blank spaces in the proposal form must be completed using ink, indelible pencil, typewriter or digitally. The text of the proposal form must not be changed and no additions. Any unauthorized conditions, limitations, or provisos attached to a proposal will render it informal and may cause its rejection. Alterations by erasure or interlineations must be explained or noted in the proposal form over the signature of the Proposer.

Questions:

All questions regarding this RFP must be submitted online no later than 12:00 PM Wednesday, July 15, 2026.

Answers to questions will be posted online for all interested bidders to review. Bidders who have downloaded bid documents by the time that the questions are responded to will receive an automated email notifying them of additional information and/or addendums that have been posted to the website. No questions via telephone.

No questions submitted after deadline. Written answers and any other changes to the RFP will be sent via Planetbids to all known prospective proposers as an addendum to the RFP.

Errors and Omissions:

The proposer may not take advantage of any errors and/or omissions in these specifications or in the proposer’s specifications submitted with its proposal. If there are errors or omissions, you will be notified.

Proposers Examination of Requirements:

The Proposer is required to examine carefully the site, the instructions, information and specifications of this document, investigate the conditions, the character, quality and quantity of work to be performed as required by this document. Submission of a proposal will be considered prima facie evidence that the Proposer has made such examination.

Reservation:

The City reserves the right to revise or amend these specifications prior to the date set for opening proposals.

Revisions and amendments will be identified by an addendum to this RFP. If the revisions require additional time to enable vendors to respond, the City may postpone the opening date accordingly. In such case, the addendum will include an announcement of the new proposal submittal due date.

Attach all addenda to the proposal. Failure to attach any addendum may render the proposal non-responsive and cause for rejection.

The City reserves the right to award a contract to a company solely based on the initial proposal submitted.

The City reserves the right to require more information and clarification on information submitted in the proposal to complete the evaluation.

The City Council reserves the right to reject any and all proposals received, to take all proposals under advisement for a period not to exceed ninety (90) days after the date of the opening, to waive any informality on any proposal, and to be the sole judge of the relative merits of the material and or service mentioned in the respective proposals received. The City reserves the right to reject any proposal not accompanied with all data or information required.

This Request for Proposals does not commit the City to award a contract or to pay any cost incurred in the preparation of a proposal. All responses to this RFP document become the property of the City of Torrance.

The City reserves the right to examine all factors bearing on a Proposer’s ability to perform the services under the contract. The City reserves the right to reject any proposal not accompanied with all data or information required. The City reserves the right to cancel this solicitation, without penalty, at its sole discretion.

Affidavit:

An affidavit form is enclosed. It must be completed signifying that the proposal is genuine and not collusive or made in the interest or on behalf of any person not named in the proposal, that the proposer has not directly or indirectly induced or solicited any other proposer to put in a sham proposal or any other person, firm, or corporation to refrain from proposing, and that the proposer has not in any manner sought by collusion to secure for itself an advantage over any other proposer. Any proposal submitted without an affidavit or in violation of this requirement will be rejected. (Attachment 1)

Evaluation of Proposals:

The City will be the sole determiner of suitability to the City’s needs. Proposals are rated according to their completeness and understanding of the City’s needs, conformance to the requirements of the technical specifications, compatibility with the City’s current technology and operations, prior experience with similar scope of work, financial capabilities, delivery, and cost. Cost including any ongoing maintenance and support cost are reviewed to determine which proposal best meets the needs of the City.

The City will take into consideration a local Torrance vendor sales tax rebate of 1.5% for proposals submitted by a Torrance vendor that include a material component.

The City’s project evaluation team will evaluate proposals based on the evaluation criteria listed below. Points will be assigned to each criterion up to a maximum of 100 points. Proposals will be ranked and that ranking will be made public.

Subsequently, the City may interview a qualified Firm, prior to deciding whether to recommend the award of an Agreement.

CRITERIA

MAXIMUM

POINTS

Understanding of the project and scope of work; completeness of RFP 25

Qualifications of proposed project team 20

Relevant projects of proposed project team members 15

Firm’s qualifications and experience with similar projects 10

Project schedule 10

Cost and Cost Effectiveness 20

Maximum Total Score 100

PART I – EVALUATION OF PROPOSALS: After receipt of proposals for this project, the City’s project evaluation committee will evaluate proposals based on the criteria listed below (with exception of cost), and develop a short list of qualified Firms. The Firms on this short list will be invited to interview with the City.

PART II – INTERVIEW: An interview may be held for qualified firms at the discretion of the City.

The Contract:

The awarded vendor will be required to enter into a written contract with the City of Torrance. Attached is a copy of the standardized contract (Attachment 2), which will be modified to reflect the awarded RFP. A copy of this RFP and the accepted proposal will be attached to and become a part of the contract.

Contract Term:

The initial contract will be for a period of two years from the award of contract. The City may extend the contract with two (2) additional 1-year extensions.

Prevailing Wage:

The State of California Senate Bill 7 (SB7) applies to construction contracts over $25,000 and contracts for alteration, demolition, repair and maintenance over $15,000. There are no exemptions. The contract issued because of this RFP is subject to prevailing wage. Current prevailing wage determinations rates may found at the State of California Dept. of Industrial Relations website http://www.dir.ca.gov/oprl/DPreWageDetermination.htm

Contractor Registration the State of California Senate Bill 854 (SB854):

No contractor or subcontractor may be listed on a bid proposal for a public works project unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5

No contractor or subcontractor may be awarded a contract for public work on a public works project unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5.

Public works refers to construction, alteration, demolition, installation, or repair work (including maintenance) done under contract and paid by public funds

This project is subject to compliance monitoring and enforcement by the Department of Industrial Relations.

All contractors and subcontractors must furnish electronic certified payroll records directly to the Labor

Commissioner (aka Division of Labor Standards Enforcement).

For additional information and to register online go to http://www.dir.ca.gov/Public-Works/PublicWorks.html

Independent Contractor:

The successful proposer will at all times remain to the City, a wholly independent contractor. Neither the City nor any of its agents will have control over the conduct of the Contractor or any of the Contractor’s employees, except as otherwise set forth in the awarded Agreement. The Contractor’s agents and employees are not and will not be considered employees of the City for any purpose. The Contractor may not, at any time or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of the City.

The City has no duty, obligation, or responsibility to the Contractor’s agents or employees under the Affordable Care Act. The Contractor is solely responsible for any tax penalties associated with the failure to offer affordable coverage to its agents and employees under the Affordable Care Act and any other liabilities, claims and obligations regarding compliance with the Affordable Care Act with respect to the Contractor’s agents and employees. The City is not responsible or liable for the Contractor’s failure to comply with the Contractor’s duties, obligations, and responsibilities under the Affordable Care Act. The Contractor agrees to defend, indemnify and hold the City harmless for all taxes and penalties that may be assessed against the City because of the Contractor’s obligations under the Affordable Care Act relating to the Contractor’s agents and employees.

Payments:

Complete payment on the contract price will be made in approximately thirty (30) days from date of delivery, or completion and acceptance, unless otherwise provided for in Proposer’s proposal or in these specifications.

Payments will be made upon verification and acceptance by the City of contract services performed and upon the City’s receipt of a correct invoice.

Suspension of Procurement:

The City may suspend, in writing all or a portion of the procurement of materials or services pursuant to this RFP and subsequent contract agreement, in the event unforeseen circumstances make such procurement impossible or infeasible, or in the event, City should determine it to be in the best interest of City to cancel such procurement of services or materials.

In the event of termination, selected Proposer will perform such additional work as is necessary for the orderly filing of documents, and closing of project.

The selected Proposer will be compensated for the terminated procurement based on materials or services actually furnished or performed prior to the effective date of termination, plus the work reasonably required for filing and closing.

Notice of Intent to Award:

Approximately two (2) weeks prior to the anticipated City Council meeting awarding a contract because of the RFP, the City will notify all proposer’s of its intent to award. Results will be posted on the City of Torrance Web site https://pbsystem.planetbids.com/portal/47426/portal-home

Blvd Intersection Improvements, T-143

SECTION II TECHNICAL REQUIREMENTS

Overview/Introduction:

The City of Torrance is requesting proposals from qualified vendors to provide engineering design services for the Pacific Coast Highway and Crenshaw Blvd Intersection Improvements, T-143.

Crenshaw Boulevard is a six-lane roadway and Pacific Coast Highway is a five-lane roadway. There are no bicycle facilities along the two roadways and on-street parking is prohibited. Commercial land uses are adjacent to the intersection at all four corners. The existing level of service (LOS) is E in the A.M. peak hour and F in the P.M. peak hour. The recommended improvements to this intersection include widening Crenshaw Boulevard to accommodate an additional southbound to eastbound left-turn lane and the extension of the northbound right-turn lane on Crenshaw Boulevard to eastbound Pacific Coast Highway. Construction in Caltrans right-of-way will consist of curb return reconstruction, ADA ramp reconstruction, and traffic signal improvements. No widening is proposed on Pacific Coast Highway.

This RFP is intended to be as descriptive as possible. However, Proposers may not take advantage of omissions or oversights in this document. Proposers must supply products and services that meet or exceed the requirements of this RPF. In the event of a dispute over installation or performance, the needs of the City of Torrance will govern.

Scope of Work:

The Scope of Work is included in Attachment 3.

Work Plan:

Prior to the beginning of the work, the successful proposer must provide the City a schedule and work plan for approval.

Consultant Qualifications:

Desired Consultants for this project shall be California Register Professional Engineers (Civil) with a minimum of 10 years experience in design and management of public work projects. Consultants shall be experienced in roadway and traffic design; right-of-way acquisition; and shall be able to coordinate this project and secure necessary permits, on behalf of the City, from other agencies, including but not limited to the State (Caltrans), Los Angeles County, surrounding Cities, and utility companies.

Attachments:

1. Proposer’s Affidavit

2. Consulting Services Agreement

3. Scope of Work

Blvd Intersection Improvements, T-143

SECTION III PROPOSAL SUBMITTAL

FAILURE TO COMPLETE ALL ITEMS IN THIS SECTION MAY INVALIDATE PROPOSAL.

In accordance with your "Request for Proposals (RFP)", the following proposal is submitted to the City of Torrance.

RFP Submitted By:

Name of Company

Street Address City Zip Code

Telephone Number Fax Number

Printed Name/Title E-Mail Address

Signature Date

Form of Business Organization: Please indicate the following (check one).

Corporation Partnership Sole Proprietorship Other: ___________________________

Do you have a Parent Company? No Yes, _______________________________________ (Name of Parent Company) Do you have any Subsidiaries? No Yes, _______________________________________ (Name of Subsidiary Company) Business History:

Years in business under your current name and form of business organization? ________Years If less than three (3) years and your company was in business under a different name, what was that name?

Contact for Additional Information:

Please provide the name of the individual at your company to contact for any additional information:

Printed Name Title

Telephone E-Mail Address

Proposal Submittal (continued):

Vendor Name: ____________________________________________________________

Payment Terms: The City of Torrance Payment terms are Net 30. The City does not make pre-payments, or pay upon receipt.

Do you offer any discounted invoice terms? _____________________________

Renewal Option: The City may extend the contract with two (2) additional 1-year extensions.

Please state, if requested by the City, would your company agree to a renewal of this contract with price, terms and conditions unchanged.

Yes _____ we would agree to add one (1) additional year (after initial 2 year contract term)

Yes _____ we would agree to add two (2) additional years (after initial 2 year contract term)

No _____ we would not be interested in renewing this contract.

Project Start and Completion:

The City requires the project to start as soon as possible from the award of a contract and the project completed as soon as possible. Specific periods that are mutually agreed upon will be established after award of a contract.

Project Manager:

Please provide the name of the individual at your company who will serve as Project Manager for this contract.

Name Title Telephone Number Fax Number Email Address

Contract Representative:

Please provide the name of the individual at your company who will be responsible for administering this contract.

Name Title Telephone Number Fax Number Email Address

Addenda Received: (It is mandatory to complete this section) Please indicate addenda information you have received regarding this RFP. If addenda is not attached to your bid submittal (per instructions), you are still held accountable to its contents.

Addendum No. Date Received Addendum No. Date Received

No Addenda received regarding this RFP.

Contract Representative:

Please provide the name of the individual at your company who will be responsible for administering this contract.

Name Title Telephone Number Fax Number Email Address

Sub Contractors:

If awarded, will you be using sub contractors to carry out the scope of work required in this RFP?

Yes, we will be using sub contractors and have listed their contact information below.

No, we will not be using any sub contractors for this project.

Company Name Contact Name Title

Telephone Number Fax Number Email Address

Please explain the working relationship between your company and the sub contractor.

Background and Recent Experience with Similar Projects:

In the space below, please provide a narrative explaining your background and recent experience with similar projects as the scope of work identified in this RFP. (Please attach additional sheet if needed.)

References:

Please supply the names of companies/agencies for which you recently supplied comparable goods/services as requested in this RFP. A minimum of three (3) references is required; additional references are optional.

References from public agencies are preferred. Do not include the City of Torrance as a reference for this

RFP.

Name of Company/Agency:

Street Address:

City:

State, Zip Code:

What Product/Service did you provide to this Company/Agency?

Name of Person to Contact:

Phone Number of Contact:

Email Address of Contact:

Street Address:

City, State Zip Code:

Street Address:

City, State Zip Code:

RFP Submittal Requirement and Acknowledgement Vendors are required to answer each of the questions listed below. You must indicate below that you have provided this information in your proposal submittal. You must attach additional sheets to your RFP submittal describing in detail the service you are proposing.

RFP Scope of Work Questions Indicate what page in your proposal you have answered this question.

Did you include a signed Affidavit Form with your RFP Submittal?

Yes No

Did you attach additional sheets to answer the Background and Recent Experience with Similar Projects information on page ____ of this RFP?

Page ___ of our submittal.

Did you complete a project proposal as described in the Technical Requirements?

Did you review all addenda, if any, issued by the City?

Did you include resumes of no more than three (3) qualified candidates?

Did you include References?

Page ___ of our submittal

Are your Wage Rates (Non-Prevailing) Included?

Have you included Proposed Alternative Language to City’s Pro Forma Consulting Services Agreement (if applicable)

Page ___ of our submittal

RFP Submittal Requirement and Acknowledgement Continued Vendors are required to answer each of the questions listed below. You must indicate below that you have provided this information in your proposal submittal. You must attach additional sheets to your RFP submittal describing in detail the service you are proposing.

RFP Scope of Work Questions

Indicate what page in your proposal you have answered this question.

Did you describe your experience with previous roadway and traffic design projects?

Did you describe your experience with previous right-of-way acquisition?

Did you describe your experience with previous Caltrans Encroachment Permits?

Price proposal submittal to complete the work described in this

RFP

Price Proposal Cost Breakdown To Provide the Services Required in this RFP

Description No. of Hours Labor Cost/hr ($) Cost

Total Price Proposal $

ATTACHMENT 1

STATE OF CALIFORNIA

PROPOSER’S AFFIDAVIT

COUNTY OF LOS ANGELES

____________________________ being first duly sworn deposes and says:

1. That he/she is the ___________________________ of _____________________________ (Title of Office) (Name of Company)

Hereinafter called “proposer”, who has submitted to the City of Torrance a proposal for

(Title of RFP)

2. That the proposal is genuine; that all statements of fact in the proposal are true;

3. That the proposal was not made in the interest or behalf of any person, partnership, company, association, organization or corporation not named or disclosed;

4. That the Proposer did not, directly or indirectly, induce solicit or agree with anyone else to submit a false or sham proposal, to refrain from proposing, or to withdraw his proposal, to raise or fix the proposal price of the Proposer or of anyone else, or to raise or fix any overhead, profit or cost element of the Proposer’s price or the price of anyone else; and did not attempt to induce action prejudicial to the interest of the City of Torrance, or of any other Proposer, or anyone else interested in the proposed contract;

5. That the Proposer has not in any other manner sought by collusion to secure for itself an advantage over the other Proposer or to induce action prejudicial to the interests of the City of Torrance, or of any other Proposer or of anyone else interested in the proposed contract;

6. That the Proposer has not accepted any proposal from any subcontractor or materialman through any proposal depository, the bylaws, rules or regulations of which prohibit or prevent the Proposer from considering any proposal from any subcontractor or material man, which is not processed through that proposal depository, or which prevent any subcontractor or materialman from proposing to any contractor who does not use the facilities of or accept proposals from or through such proposal depository;

7. That the Proposer did not, directly or indirectly, submit the Proposer’s proposal price or any breakdown thereof, or the contents thereof, or divulge information or data relative thereto, to any corporation, partnership, company, association, organization, proposal depository, or to any member or agent thereof, or to any individual or group of individuals, except to the City of Torrance, or to any person or persons who have a partnership or other financial interest with said Proposer in its business.

8. That the Proposer has not been debarred from participation in any State or Federal works project.

Dated this ____ day of ________________, 20_____.

(Proposer Signature)

(Title)

Attachment 2 Contract Services Agreement 1

CONSULTING SERVICES AGREEMENT

This CONSULTING SERVICES AGREEMENT (“Agreement”) is made and entered into as of Date (the “Effective Date”), by and between the CITY OF TORRANCE, a municipal corporation (“CITY”), and CONSULTANT Name, type of entity

(“CONSULTANT”).

RECITALS:

A. CITY wishes to retain the services of an experienced and qualified

CONSULTANT to insert brief description of services.

B. In order to obtain the desired services, CITY has circulated its Request for

Proposal for insert brief title of RFP, RFP No. insert RFP No. (the “RFP”).

C. CONSULTANT has submitted a Proposal (the “Proposal”) in response to the

RFP. In its Proposal CONSULTANT represents that it is qualified to perform those services requested in the RFP. Based upon its review of all proposals submitted in response to the RFP, CITY is willing to award this Agreement to

CONSULTANT.

AGREEMENT:

1. SERVICES TO BE PERFORMED BY CONSULTANT

CONSULTANT will provide the services and install those materials listed in CONSULTANT’s Proposal submitted in response to the RFP. A copy of the RFP is attached as Exhibit A. A copy of the Proposal is attached as Exhibit B.

CONSULTANT warrants that all work and services set forth in the Proposal will be performed in a competent, professional and satisfactory manner.

2. TERM

Unless earlier terminated in accordance with Paragraph 4 below, this Agreement will continue in full force and effect from the Effective Date through .

3. COMPENSATION

A. CONSULTANT’s Fee.

For services rendered pursuant to this Agreement, CONSULTANT will be paid in accordance with the Compensation Schedule set forth in the Proposal; provided, however, that in no event will the total amount of money paid CONSULTANT, for services initially contemplated by this Agreement, exceed the sum of $insert dollar amount (“Agreement Sum”), unless otherwise first approved in writing by CITY.

B. Schedule of Payment.

Provided that CONSULTANT is not in default under the terms of this Agreement, upon presentation of an invoice, CONSULTANT will be paid

BMoun Typewritten Text

ATTACHMENT 2

Attachment 2 Contract Services Agreement 2 the fees described in Paragraph 3.A. above, according to the Compensation Schedule. Payment will be due within 30 days after the date of the invoice.

4. TERMINATION OF AGREEMENT

A. Termination by CITY for Convenience.

1. CITY may, at any time, terminate the Agreement for CITY’s convenience and without cause.

2. Upon receipt of written notice from CITY of such termination for

CITY’s convenience, CONSULTANT will:

a. cease operations as directed by CITY in the notice;

b. take actions necessary, or that CITY may direct, for the protection and preservation of the work; and

c. except for work directed to be performed prior to the effective date of termination stated in the notice, terminate all existing subcontracts and purchase orders and enter into no further subcontracts and purchase orders.

3. In case of termination for CITY’s convenience, CONSULTANT will be entitled to receive payment for work executed, together with costs incurred by reason of the termination, along with reasonable overhead and profit on work not executed.

B. Termination for Cause.

1. If either party fails to perform any term, covenant or condition in this

Agreement and that failure continues for 15 calendar days after the nondefaulting party gives the defaulting party written notice of the failure to perform, this Agreement may be terminated for cause;

provided, however, that if during the notice period the defaulting party has promptly commenced and continues diligent efforts to remedy the default, the defaulting party will have such additional time as is reasonably necessary to remedy the default.

2. In the event this Agreement is terminated for cause by the default of CONSULTANT, CITY may, at the expense of CONSULTANT and its surety, complete this Agreement or cause it to be completed. Any check or bond delivered to the CITY in connection with this Agreement, and the money payable thereon, will be forfeited to and remain the property of the CITY. All moneys due CONSULTANT under the terms of this Agreement will be retained by CITY, but the retention will not release CONSULTANT and its surety from liability for the default. Under these circumstances, however, CONSULTANT and its surety will be credited with the amount of money retained, toward any amount by which the cost of

Attachment 2 Contract Services Agreement 3 completion exceeds the Agreement Sum and any amount authorized for extra services.

3. Termination for cause will not affect or terminate any of the rights of

CITY as against CONSULTANT or its surety then existing, or that may thereafter accrue because of the default; this provision is in addition to all other rights and remedies available to the CITY under law.

C. Termination for Breach of Law.

In the event CONSULTANT or any of its officers, directors, shareholders, employees, agents, subsidiaries or affiliates is convicted (i) of a criminal offense as an incident to obtaining or attempting to obtain a public or private contract or subcontract, or in the performance of a contract or subcontract; (ii) under state or federal statutes of embezzlement, theft, forgery, bribery, falsification or destruction of records, receiving stolen property, or any other offense indicating a lack of business integrity or business honesty that currently, seriously, and directly affects responsibility as a public consultant or CONSULTANT; (iii) under state or federal antitrust statutes arising out of the submission of bids or proposals;

or (iv) of violation of Paragraph 19 of this Agreement; or for any other cause CITY determines to be so serious and compelling as to affect CONSULTANT’s responsibility as a public consultant or CONSULTANT, including but not limited to, debarment by another governmental agency, then CITY reserves the unilateral right to terminate this Agreement or to impose such other sanctions (which may include financial sanctions, temporary suspensions or any other condition deemed appropriate short of termination) as it deems proper. CITY will not take action until CONSULTANT has been given notice and an opportunity to present evidence in mitigation.

5. FORCE MAJEURE

If any party fails to perform its obligations because of strikes, lockouts, labor disputes, embargoes, acts of God, inability to obtain labor or materials or reasonable substitutes for labor or materials, governmental restrictions, governmental regulations, governmental control, judicial orders, enemy or hostile governmental action, civil commotion, fire or other casualty, or other causes beyond the reasonable control of the party obligated to perform, then that party’s performance will be excused for a period equal to the period of that cause for failure to perform.

6. RETENTION OF FUNDS

CONSULTANT authorizes CITY to deduct from any amount payable to CONSULTANT (whether or not arising out of this Agreement) any amounts the payment of which may be in dispute or that are necessary to compensate CITY for any losses, costs, liabilities, or damages suffered by CITY, and all amounts for which CITY may be liable to third parties, by reason of CONSULTANT’s acts or omissions in performing or failing to perform CONSULTANT’s obligations

Attachment 2 Contract Services Agreement 4 under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by CONSULTANT, or any indebtedness exists that appears to be the basis for a claim of lien, CITY may withhold from any payment due, without liability for interest because of the withholding, an amount sufficient to cover the claim. The failure of CITY to exercise the right to deduct or to withhold will not, however, affect the obligations of CONSULTANT to insure, indemnify, and protect CITY as elsewhere provided in this Agreement.

7. CITY REPRESENTATIVE

City Representative is designated as the “City Representative,” authorized to act in its behalf with respect to the work and services specified in this Agreement and to make all decisions in connection with this Agreement. Whenever approval, directions, or other actions are required by CITY under this Agreement, those actions will be taken by the City Representative, unless otherwise stated. The City Manager has the right to designate another City Representative at any time, by providing notice to CONSULTANT.

8. CONSULTANT REPRESENTATIVE(S)

The following principal(s) of CONSULTANT are designated as being the principal(s) and representative(s) of CONSULTANT authorized to act in its behalf with respect to the work specified in this Agreement and make all decisions in connection with this Agreement:

Representative 1 Representative 2

9. INDEPENDENT CONTRACTOR

CONSULTANT is, and at all times will remain as to CITY, a wholly independent contractor. Neither CITY nor any of its agents will have control over the conduct of CONSULTANT or any of CONSULTANT’s employees, except as otherwise set forth in this Agreement. CONSULTANT’s agents and employees are not and shall not be considered employees of CITY for any purpose. CONSULTANT may not, at any time or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of CITY. CITY has no duty, obligation, or responsibility to CONSULTANT’s agents or employees under the Affordable Care Act. CONSULTANT is solely responsible for any tax penalties associated with the failure to offer affordable coverage to its agents and employees under the Affordable Care Act and any other liabilities, claims and obligations regarding compliance with the Affordable Care Act with respect to CONSULTANT’s agents and employees. CITY is not responsible and shall not be held liable for CONSULTANT’s failure to comply with CONSULTANT’s duties, obligations, and responsibilities under the Affordable Care Act. CONSULTANT agrees to defend, indemnify and hold CITY harmless for any and all taxes and penalties that may be assessed against CITY as a result of CONSULTANT’s obligations under the Affordable Care Act relating to CONSULTANT’s agents and employees.

Attachment 2 Contract Services Agreement 5

10. BUSINESS LICENSE

CONSULTANT must obtain a City business license prior to the start of work under this Agreement, unless CONSULTANT is qualified for an exemption.

11. OTHER LICENSES AND PERMITS

CONSULTANT warrants that it has all professional, contracting and other permits and licenses required to undertake the work contemplated by this Agreement.

12. FAMILIARITY WITH WORK

By executing this Agreement, CONSULTANT warrants that CONSULTANT (a) has thoroughly investigated and considered the scope of services to be performed, (b) has carefully considered how the services should be performed, and (c) fully understands the facilities, difficulties and restrictions attending performance of the services required under this Agreement. If the services involve work upon any site, CONSULTANT warrants that CONSULTANT has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of the services set forth in this Agreement.

Should CONSULTANT discover any latent or unknown conditions that will materially affect the performance of the services set forth in this Agreement, CONSULTANT must immediately inform CITY of that fact and may not proceed except at CONSULTANT’s risk until written instructions are received from CITY.

13. CARE OF WORK

CONSULTANT must adopt reasonable methods during the term of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and other components to prevent losses or damages, and will be responsible for all damages to persons or property, until acceptance of the work by CITY, except those losses or damages as may be caused by CITY’s own negligence.

14. CONSULTANT’S ACCOUNTING RECORDS; OTHER PROJECT RECORDS

Records of CONSULTANT’s time pertaining to the project, and records of accounts between CITY and CONSULTANT, will be kept on a generally recognized accounting basis. CONSULTANT will also maintain all other records, including without limitation, specifications, drawings, progress reports and the like, relating to the work and services identified in Exhibit A. All records will be available to CITY during normal working hours. CONSULTANT will maintain these records for three years after final payment.

15. INDEMNIFICATION

CONSULTANT will indemnify, defend, and hold harmless CITY, the Successor Agency to the Former Redevelopment Agency of the City of Torrance, the City Council, each member thereof, present and future, members of boards and commissions, their officers, agents, employees and volunteers (collectively “City Affiliates”) from and against any and all liability, expenses, including defense costs and legal fees, and claims for damages whatsoever, including, but not limited to, those arising from breach of contract, bodily injury, death, personal injury, property damage, loss of use, or property loss however the same may be caused and regardless of the responsibility for negligence. The obligation to

Attachment 2 Contract Services Agreement 6 indemnify, defend and hold harmless includes, but is not limited to, any liability or expense, including defense costs and legal fees, arising from the negligent acts or omissions, or willful misconduct of CONSULTANT, its officers, employees, agents, subCONSULTANTs or vendors. CONSULTANT’s obligations to indemnify, defend and hold harmless will apply even in the event of concurrent negligence on the part of City Affiliates, except for liability resulting solely from the negligence or willful misconduct of City Affiliates. Payment by CITY is not a condition precedent to enforcement of this indemnity. In the event of any dispute between CONSULTANT and CITY, as to whether liability arises from the sole negligence of City Affiliates, CONSULTANT will be obligated to pay for the defense of City Affiliates until such time as a final judgment has been entered adjudicating City Affiliates as solely negligent. CONSULTANT will not be entitled in the event of such a determination to any reimbursement of defense costs including but not limited to attorney’s fees, expert fees and costs of litigation.

16. NON-LIABILITY OF CITY OFFICERS AND EMPLOYEES

No officer or employee of CITY will be personally liable to CONSULTANT, in the event of any default or breach by the CITY or for any amount that may become due to CONSULTANT.

17. INSURANCE

A. CONSULTANT and its subCONSULTANTs must maintain for the duration of the Agreement at their sole expense the following insurance, which will be full coverage not subject to self-insurance provisions:

1. Automobile Liability, including owned, non-owned and hired vehicles, with at least the following limits of liability:

a. Primary Bodily Injury with limits of at least $500,000 per person, $1,000,000 per occurrence; and

b. Primary Property Damage of at least $250,000 per occurrence; or

c. Combined single limits of $1,000,000 per occurrence.

2. Commercial General Liability including coverage for premises, products and completed operations, independent CONSULTANTs/vendors, personal injury and contractual obligations with combined single limits of coverage of at least $2,000,000 per occurrence, $4,000,000 aggregate.

Attachment 2 Contract Services Agreement 7

3. Workers' Compensation coverage as required by the Labor Code of the State of California and, if workers' compensation is required, employer's liability insurance with minimum limits of ($1,000,000) per occurrence or occupational illness. The Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of the CITY for all work performed by the CONSULTANT, its employees, agents and subconsultants.

4. Professional Liability (Errors and Omissions): Insurance appropriate to the CONSULTANT’S profession, with limits no less than $2,000,000 per occurrence or claim, $4,000,000 aggregate.

B. The insurance provided by CONSULTANT will be primary and non-contributory.

C. CITY, the Successor Agency to the Former Redevelopment Agency of the City of Torrance, the City Council and each member thereof, members of boards and commissions, every officer, agent, official, employee and volunteer must be named as additional insureds under the automobile and general liability policies.

D. CONSULTANT must provide certificates of insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) indicating appropriate coverage, to the City Clerk of the City of Torrance before the commencement of work.

E. Each insurance policy required by this Paragraph must contain a provision that no termination, cancellation or change of coverage can be made without notice to the CITY.

F. If the CONSULTANT maintains broader coverage and/or higher limits than the minimums shown above, the CITY requires and shall be entitled to the broader coverage and/or the higher limits maintained by the CONSULTANT. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the CITY.

G. The procuring of insurance shall not be construed as a limitation on liability nor as full performance of the indemnification provisions of the

CONSULTANT.

H. Claims Made Policies

If any of the required policies provide coverage on a claims-made basis:

a. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work.

b. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work.

Attachment 2 Contract Services Agreement 8

c. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the Vendor must purchase “extended reporting” coverage for a minimum of five (5) years after completion of contract work.

I. CONSULTANT hereby grants to CITY a waiver of any right to subrogation which any insurer of said CONSULTANT may acquire against the CITY by virtue of the payment of any loss under such insurance. CONSULTANT agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the CITY has received a waiver of subrogation endorsement from the insurer.

J. Self-insured retentions must be declared to and approved by the CITY.

The CITY may require the CONSULTANT to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or CITY.

18. SUFFICIENCY OF INSURERS

Insurance required by this Agreement will be satisfactory only if issued by companies admitted to do business in California, rated “A” or better in the most recent edition of Best’s Key Rating Guide, and only if they are of a financial category Class VII or better, unless these requirements are waived by the Risk Manager of CITY (“Risk Manager”) due to unique circumstances. In the event the Risk Manager determines that the work or services to be performed under this Agreement creates an increased or decreased risk of loss to CITY, the CONSULTANT agrees that the minimum limits of any insurance policies or performance bonds required by this Agreement may be changed accordingly upon receipt of written notice from the Risk Manager; provided that CONSULTANT will have the right to appeal a determination of increased coverage by the Risk Manager to the City Council of CITY within 10 days of receipt of notice from the Risk Manager.

19. CONFLICT OF INTEREST

A. No officer or employee of the CITY may have any financial interest, direct or indirect, in this Agreement, nor may any officer or employee participate in any decision relating to the Agreement that affects the officer or employee’s financial interest or the financial interest of any corporation, partnership or association in which the officer or employee is, directly or indirectly interested, in violation of any law, rule or regulation.

B. No person may offer, give, or agree to give any officer or employee or former officer or employee, nor may any officer or employee solicit, demand, accept, or agree to accept from another person, a gratuity or an offer of employment in connection with any decision, approval, disapproval, recommendation, preparation or any part of a program requirement or a purchase request, influencing the content of any

Attachment 2 Contract Services Agreement 9 specification or procurement standard, rendering of advice, investigation, auditing, or in any other advisory capacity in any way pertaining to any program requirement, contract or subcontract, or to any solicitation or proposal.

20. NOTICE

A. All notices, requests, demands, or other communications under this Agreement will be in writing. Notice will be sufficiently given for all purposes as follows:

1. Personal delivery. When personally delivered to the recipient, notice is effective on delivery.

2. First Class mail. When mailed first class to the last address of the recipient known to the party giving notice, notice is effective three mail delivery days after deposit in a United States Postal Service office or mailbox.

3. Certified mail. When mailed certified mail, return receipt requested, notice is effective on receipt, if delivery is confirmed by a return receipt.

4. Overnight delivery. When delivered by an overnight delivery service, charges prepaid or charged to the sender’s account, notice is effective on delivery, if delivery is confirmed by the delivery service.

5. Facsimile transmission. When sent by fax to the last fax number of the recipient known to the party giving notice, notice is effective on receipt. Any notice given by fax will be deemed received on the next business day if it is received after 5:00 p.m. (recipient’s time) or on a non-business day.

6. Addresses for purpose of giving notice are as follows:

CONSULTANT: CONSULTANT’S NAME AND

ADDRESS

Fax: INSERT FAX NUMBER

CITY: City Clerk

City of Torrance 3031 Torrance Boulevard Torrance, CA 90503 Fax: (310) 618-2931

B. Any correctly addressed notice that is refused, unclaimed, or undeliverable because of an act or omission of the party to be notified, will be deemed effective as of the first date the notice was refused, unclaimed

Attachment 2 Contract Services Agreement 10 or deemed undeliverable by the postal authorities, messenger or overnight delivery service.

C. Either party may change its address or fax number by giving the other party notice of the change in any manner permitted by this Agreement.

21. PROHIBITION AGAINST ASSIGNMENT AND SUBCONTRACTING

This Agreement and all exhibits are binding on the heirs, successors, and assigns of the parties. The Agreement may not be assigned or subcontracted by either CITY or CONSULTANT without the prior written consent of the…