Fair Oaks Avenue-Arroyo Parkway (SR-110) Interchange Improvement Project.pdf

Request for Proposals

City of South Pasadena Request No. PW26-005247 for

FAIR OAKS AVENUE / ARROYO PARKWAY (SR-110) INTERCHANGE IMPROVEMENT PROJECT

Planning-Level Comparative Evaluation of Hook-Ramp and Loop-Ramp Alternatives

Anticipated RFP Schedule

Request for Proposals (RFP) Issued October 29, 2026 Written Questions from Proposers Due November 12, 2026 by 5:00 PM Response to Written Questions Due November 24, 2026 Written Proposals Due December 10, 2026 by 5:00 PM Virtual Oral Interviews (only if necessary) To be determined Contract Award January 2027

* All dates and times are subject to change at City’s sole discretion.

RFP Contact at City of South Pasadena All communication and/or contact with City staff regarding this RFP prior to contract award shall be directed to:

Joan M. Powe, Procurement Contracts Administrator 1414 Mission Street South Pasadena, CA 91030 626-403-7316 jpowe@southpasadenaca.gov

Commencing on the date of the issuance of this RFP and continuing until award of the contract or cancellation of this RFP, no Proposer, subconsultant, lobbyist or agent hired by the Proposer shall have any contact or communications regarding this RFP with any City staff or any contractor or Proposer involved with the procurement, other than the City staff named above, or unless expressly permitted by this RFP. Contact includes telephone, e-mail or formal written communication. Any proposer, subcontractor, lobbyist or agent hired by the proposer that engages in such prohibited communications may result in disqualification of the Proposer at the sole discretion of the City.

Section 1: Instructions to Proposers

Background South Pasadena is a small, independent city located approximately six miles northeast of downtown Los Angeles, bordered by Pasadena, San Marino, Los Angeles, and Alhambra.

Known for its high-quality public education, diverse communities, and active civic engagement, the City fosters a strong sense of local identity. South Pasadena operates under the City Council–City Manager form of government as a General Law City. It maintains a full-service municipal structure, providing police, fire, public works, library, and community development services.

For more than six decades, regional agencies pursued completion of the SR-710 Freeway to connect its northern and southern segments through South Pasadena and Pasadena.

Originally envisioned in the 1930s and extended north by the State in 1949, the project was intended to provide a continuous freight and commuter corridor linking the Ports of Los Angeles and Long Beach with the San Gabriel Valley.

Despite partial construction, the northern extension was never completed due to sustained legal challenges, community opposition, environmental constraints, and historic preservation issues. In 2017, the Metro Board formally terminated the SR-710 tunnel alternative and redirected Measure R funds toward local and regional transportation improvements within corridor cities. South Pasadena’s allocation totals approximately $80 million, including approximately $10 million for local street and intersection improvements and $70 million for Fair Oaks Avenue / SR-110 interchange improvements.

mailto:jpowe@southpasadenaca.gov

In the early 2000s, former Congressman James Rogan secured approximately $46 million in federal Revenue-Aligned Budget Authority (RABA) funding for regional corridor improvements; South Pasadena’s share was approximately $11.5 million. Approximately $2.2 million was expended on Orange Grove improvements, Fair Oaks corridor streetscape and traffic calming, and fiber-optic infrastructure. The remaining $9.3 million is currently designated for the North–South Fair Oaks Corridor ITS Deployment Project. Historically, the remaining RABA balance was associated with the SR-110 hook ramp concept. The remaining RABA funds are now being repositioned toward corridor ITS and signal modernization improvements and are no longer directly tied to the hook ramp project. The City has initiated a reprogramming request, currently under Metro consideration, to formally repurpose these funds.

The City is also pursuing a proposed rebalancing of its $80 million Measure R MIP allocation: $10 million for the North–South Fair Oaks ITS Deployment, $40 million for Huntington Drive / Fremont Avenue, and $30 million for the SR-110 Ramp Project. This rebalancing reflects a shift toward corridor-level improvements rather than a singular capital-intensive interchange solution.

Project Description The City of South Pasadena is seeking a qualified consultant to perform a planning-level comparative evaluation of two interchange improvement concepts at Fair Oaks Avenue and Arroyo Parkway (SR-110): the Hook-Ramp Alternative and the Loop-Ramp Alternative.

The interchange presents longstanding operational challenges due to parkway-era design geometry, substandard ramp spacing and merge/weave conditions, conflicts between freeway access and local circulation, and regional traffic diversion associated with the incomplete SR-710 corridor. The hook-ramp concept has been developed to improve operations, reduce conflicts, and increase capacity. The City subsequently evaluated a loop-ramp concept as an alternative with potentially different design, right-of-way, and community impact considerations.

The study will review prior work, identify potential challenges, determine the general cost range, assess considerations with each option, and provide a recommendation regarding next steps before the City commits to environmental clearance, preliminary engineering, or significant consultant expenditures. This study is for planning and budgetary purposes only and excludes detailed engineering, environmental analysis, traffic modeling, surveying, and land acquisition.

Scope of Services Task 1 – Existing Information Review

• The City will provide a briefing to the consultant. The Consultant will review prior studies, conceptual designs, technical reports, and planning documents related to both alternatives.

• The City has included conceptual graphics of the Hook-Ramp Alternative (Appendix A) and Loop-Ramp Alternative (Appendix B) for reference. These graphics are intended to provide background information for the Consultant's evaluation.

• The Consultant shall summarize findings and highlight gaps affecting the evaluation of both alternatives.

• Deliverable: Memorandum summarizing prior work and highlighting key considerations.

Include referenced documents, findings, and noted gaps.

Task 2 – Alternative Evaluation

• The Consultant shall conduct a comparative planning-level analysis of the Hook-Ramp and Loop-Ramp alternatives.

• The evaluation shall consider technical feasibility, constructability considerations, potential right-of-way implications, newer visuals (other than Caltrans documents) geared toward community understanding of the two concepts, and general implementation complexity.

• Deliverable: Memorandum summarizing findings of planning level analysis with plan view and/or planning level renderings of the alternatives that can be shown to the public to better discuss the options with the community, commissions and council.

Task 3 – Budget and Planning-Level Cost Assessment

• The Consultant shall provide an order-of-magnitude cost range for each alternative based on available data and assumptions.

• The assessment shall consider design and engineering, right-of-way considerations, general timelines for implementation, construction costs, similar projects in Southern California within the last five years, potential outside funding sources, and project contingency assumptions.

• General timelines should address environmental review, procurement of engineering services, Caltrans review process, the public hearing process, potential conversations with Pasadena on land acquisition, and seeking sources of grant funding.

• Deliverable: Budgetary and planning-level cost summary for each alternative.

Task 4 –Flaw and Risk Assessment

• The Consultant shall identify potential major implementation barriers or flaws for each alternative.

• Potential issues may include community support or opposition, ability to identify and secure funding, land acquisition constraints, feasibility based on staff input, and regulatory or implementation challenges.

• Describe potential consequences for each identified issue, including economic impacts, implementation risks, and project delivery implications.

• Deliverable: Memorandum summarizing and identifying risks, consequences, planning considerations, and brief descriptions for each issue.

Task 5 – Final Summary Memorandum

• The Consultant shall prepare a concise summary memorandum documenting existing information reviewed, comparative evaluation findings, planning-level cost and time implementation estimates, identified fatal flaws, key observations and considerations for future decision-making, and the Consultant’s recommendation on next steps and associated costs.

• Deliverables: Draft Summary Memorandum and Final Summary Memorandum incorporating comments from the City of South Pasadena.

Section 2: Submittal Requirements

Proposals shall be concise, well organized and demonstrate qualifications and applicable experience. Each proposal shall be no more than twenty-five (25) pages in length, excluding resumes, fee proposal, and appendices, using a minimum 12-point font.

Proposal Content

Cover Letter (Max 2 pages, addressed to Joan Powe, Procurement Contracts Administrator)

• Provide Firm profile; services, founding year, organization type, office locations, and staff size

• Financial status: bankruptcy, litigation, claims over $25,000, office changes, mergers/acquisitions

• Identify the authorized negotiator and signatory, including company legal name, address, phone, and contact info for negotiation and evaluation

• Acknowledge all RFP addenda obligations

• Confirm proposal is valid for at least 180 days from submission

• Accept or note exceptions to the Sample Professional Services Agreement

• Include signature of authorized representative and a statement certifying accuracy of all submitted information

Experience

• Relevant experience providing the same or similar services described herein

• Knowledge of and experience in working on relevant projects

• Innovative approaches/enhancements for similar projects

• Demonstrated record of meeting budget, scope and schedule

Proposed Staffing and Project Organization

• Describe organization and management approach

• Identify key personnel: education, credentials, experience, availability, current workload

• Include resumes (max 2 pages each) for key staff

• Provide names, roles, current assignments, and commitment levels

• Include a brief narrative on key staff’s specialized skills

• Submit an organizational chart with all personnel and subconsultant

• Identify subcontracted functions and corresponding subconsultants if known

Relevant Qualifications and References

• References from Local Public Agencies (LPAs) who are knowledgeable about cited projects; include contact details

• Detail experience with federal, state, and local codes, standards, and procedures, with example projects

• Highlight qualifications relevant to the scope of work

• Propose procedural or technical enhancements that align with project objectives

Scope of Work / Work Plan

• Provide a task-by-task approach, deliverables, and estimated hours.

Project Schedule

• Provide a proposed project schedule.

Fee Proposal

• Submit as a separate document; include hourly billing rates, a not-to-exceed total fee, and a cost breakdown by task.

Section 3: Evaluation Criteria (100 Points Total) Firm Qualifications and Relevant Experience (50 points)

• Experience with similar projects; thoughtfulness of approach and understanding of what is required to complete the project.

• Innovative approaches/enhancements to similar projects.

• Demonstrated record of meeting budget, scope, and schedule.

Project Team Qualifications (25 points)

• Qualifications of the project team, including key personnel, and relevant experience with similar projects.

• Key personnel’s level of involvement, labor commitment and availability, and logic of project organization.

Schedule and Work Plan Feasibility (15 points)

• Feasibility, completeness, and clarity of the proposed work plan and schedule.

Fee Proposal (10 points)

• Cost effectiveness and value Total: 100 points

Section 4: General Provisions

Examination of Proposal Documents By submitting a Proposal, the Proposer represents that they have thoroughly examined and become familiar with the work required under this Request For Proposals (RFP) and can perform quality work to achieve the City’s objectives. The Proposer is prepared to comply with all local, state, and federal statutes and regulations applicable to the work performed.

Addenda The City of South Pasadena reserves the right, at its sole discretion, to revise the RFP documents. Any changes to the requirements of this RFP will be made by written addendum. Any written addenda issued pertaining to this RFP shall be incorporated into the terms and conditions of any resulting Agreement. Addenda will be posted on the City’s online bidding system, Planet Bids, and will be available to download. It is the responsibility of Proposers and other interested parties to check the online bidding system regularly during the solicitation period for updated information. The City will not be bound to any modifications to or deviations from the requirements set forth in this RFP as the result of oral instructions. Proposers shall acknowledge receipt of addenda in their proposals. Failure to acknowledge receipt of addenda may cause the proposal to be deemed non-responsive to this RFP and therefore be rejected.

Questions and Requests for Clarifications

● Examination of Documents o Proposers and other interested parties are encouraged to promptly notify the

City of any apparent errors or inconsistencies in the RFP inclusive of all attachments, exhibits and appendices.

● Submitting Requests o All questions regarding this RFP must be submitted in writing via the City’s online bidding system, Planet Bids, by the deadline listed. No other questions will be received after the deadline. Only written questions will be considered. All questions and answers will be published on Planet Bids.

o Under no circumstances should prospective Proposers discuss with, or inquire of any City Proposers, employees (except for City contact as identified), city and county employees or elected officials on any matter relating to this solicitation.

Submission of Proposals Proposer shall submit one proposal in PDF Format via the City’s online bidding system, Planet Bids, by the deadline listed above.

Acceptance of Proposals

• The City reserves the right to accept or reject any and all proposals, or any item or part thereof, or to waive any informalities or irregularities in any proposals.

• The City reserves the right to amend, withdraw or cancel this RFP at any time without prior notice, and it makes no representations that any contract will be awarded to any Proposer responding to this RFP.

• The City reserves the right at its sole discretion to modify this RFP should the City deem that it is in the best interest to do so.

• Proposals received by the City are public information and will be made available to any person upon request, after the entire proposal evaluation process has been completed.

• Submitted proposals are not to be copyrighted.

Pre-Contractual Expenses

● The City shall not, under any circumstances, be liable for any pre-contractual expenses incurred by any Proposer in preparation of its proposals.

● Pre-contractual expenses are defined as expenses incurred by the Proposer in:

o Preparing its proposal and related information in response to this RFP o Submitting that proposal to the City o Negotiating with the City any matter related to this proposal o Costs associated with interviews, meetings, travel or presentations o Any other expenses incurred by the Proposer prior to the date of award or contract execution

Conflict of Interest Proposer agrees to avoid organizational conflicts of interest. An organizational conflict of interest means that due to other activities, relationships or contracts, the Proposer is unable, or potentially unable to render impartial assistance or advise the City; Proposer’s objectivity in performing the work identified in the specifications is, or might be, otherwise impaired; or the Proposer has an unfair competitive advantage. Proposer is obligated to fully disclose to the City in writing any conflict-of-interest issues as soon as they are known to the Proposer. All disclosures must be disclosed at the time of Proposal submittal.

Period of Performance Performance under a contract awarded pursuant to this RFP is estimated to commence in accordance with the anticipated RFP schedule.

General Terms and Conditions

• The City reserves the right to reject any or all proposals, waive informalities, and select the proposal deemed in the best interest of the City.

• Appendix A contains a copy of the anticipated professional services agreement including the general terms and conditions of an agreement to provide services for this project.

• Proposers must review the insurance requirements as they are written in the anticipated professional services agreement provided with this RFP. Upon award, the City will request the appropriate insurance documents and certifications to ensure that the successful Proposer is compliant with the requirements as set forth in the professional services agreement.

• The City reserves the right to modify the professional services agreement to the extent that it deems necessary either before or during any negotiations with the selected Proposer.

• The Proposer is expected to review the general terms and conditions and acknowledge their acceptance of Appendix A in the Proposal Cover letter (or their objections to specific parts of Appendix A) as a mechanism to expedite the contract negotiation process.

• To accommodate possible delays during contract negotiation, all parts of the Proposal shall be valid for one hundred eighty (180) days after submittal of the Proposal.

• Nondiscrimination The City will not discriminate against any interested Proposers on the grounds of race, religious creed, color, national origin, ancestry, handicap, disability, marital status, pregnancy, sex, age, or sexual orientation.

• The City’s Right to Modify RFP The City reserves the right at its sole discretion to modify this RFP (including but not limited to the requirements and or the selection criteria) should the City deem that it is in the best interest to do so. Any changes to the proposal requirements will be made by written addendum and transmitted via email. The failure of a Proposer to read any addenda shall have no effect on the validity of such modification.

• The City’s Right to Cancel RFP The City reserves the right at its sole discretion to cancel this RFP in part or its entirety should the City deem that it is in the City’s best interest to do so.

• The City’s Right to Extend RFP Deadlines The City reserves the right to extend any of the deadlines listed in this RFP by written addenda should the City deem that it is in the best interest to do so.

• Liability for Proposal Errors Proposers are liable for all inaccurate factual statements, errors and omissions contained in their proposals.

• Permits and Licenses Proposers, at their sole expense and at the appropriate time, shall obtain and maintain all appropriate permits, certificates and licenses including, but not limited to, a City business license(s), which will be required in connection with their Proposal.

Appendix A – Hook-Ramp Concept Graphics

Appendix B – Loop-Ramp Concept Graphics rmitry Callout R = 45' e = 9% rmitry Callout 40:1 lane merge rmitry Callout 18:1 lane reduction rmitry Callout 4' left shoulder rmitry Callout 8' right shoulder rmitry Line rmitry Line rmitry Callout 4' min shoulder rmitry Line rmitry Callout remove on-street parking rmitry Callout design vehicle: 40' bus rmitry Line rmitry Line rmitry Callout CT COMMENT2: Non-standard acceleration length and merging length just past the mainline curve is a safety concern.

RESPONSE: Many ramps on this freeway have very short acceleration lengths. Length is maximized.

rmitry Callout CT COMMENT3: Fair Oaks OC will need to be modified/reconstructed to accommodate the SB on-ramp.

RESPONSE: Reduced right shoulder to maintain abutment. Wing wall will need to be modified

0 1 2 3 4 5 6 7

P V I

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B

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E

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0.26%

-5.06%

-3.18%

200' VC

200' VC

VERTICAL SCALE: 1"=5'

HORIZONTAL SCALE: 1"=50'

OPTION 1

INTERCHANGE

SR-110/FAIR OAKS AVE

NOT FOR CONSTRUCTION

AXIS OF ROTATION

Rt_ETW -2.00%

Rt_ETW -2.00%

R=25.00' Rt

R=45.00' Rt R=1067.17' Rt

P O

C

P

-9.00%

Lt_IES 2.00% rmitry Callout CT COMMENT1: Descending grade (6%-8%) entering tight radius (R=42’) is a safety concern.

ACTION: flattened grade and slightly increased radius (R=45') rmitry Reviewer Dimension L = 150' rmitry Typewritten Text

SSD = 224'

V = 30 MPH

rmitry Typewritten Text

SSD > 930'

V > 80 MPH

0 25 50 75 100 125 150-25-50

1+00.00

0 25 50 75 100 125 150-25-50

2+50.00

0 25 50 75 100-25-50-75-100

4+95.00

RAMP

ETW

RAMP

ES

RAMP

GORE 8'18'SB 110

RAMP

ETW

RAMP

ES

RAMP

RAMP

ETW

RAMP

ES

RAMP

12' 8'4'

2:1 OR FLATTER

2:1 OR FLATTER

8'12'4'

ES ETW SC

Var4' Min

SC

ETW/

SB 110

STATE STREET

OPTION 1

INTERCHANGE

SR-110/FAIR OAKS AVE

rmitry Reviewer Dimension State Street rmitry Line rmitry Typewritten Text

SC

rmitry Line rmitry Typewritten Text

ETW

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ES

Appendix C – Sample Professional Services Agreement

PROFESSIONAL SERVICES AGREEMENT

FOR CONSULTANT SERVICES

City of South Pasadena /______________________

1. IDENTIFICATION

This Professional Services Agreement (“Agreement”) is entered into as of _______________, by and between the City of South Pasadena, a California municipal corporation (“City”), and

_____________________(“Consultant”).

2. RECITALS

2.1. City has determined that it requires the following professional services from a consultant: ____________________________________.

2.2. Consultant represents that it is fully qualified to perform such professional services by virtue of its experience and the training, education and expertise of its principals and employees. Consultant further represents that it is willing to accept responsibility for performing such services in accordance with the terms and conditions set forth in this

Agreement.

2.3. Consultant represents that it has no known relationships with third parties, City Council members, or employees of City which would (1) present a conflict of interest with the rendering of services under this Agreement under Government Code Section 1090, the

Political Reform Act (Government Code Section 81000 et seq.), or other applicable law, (2) prevent Consultant from performing the terms of this Agreement, or (3) present a significant opportunity for the disclosure of confidential information.

NOW, THEREFORE, for and in consideration of the mutual covenants and conditions herein contained, City and Consultant agree as follows:

3. DEFINITIONS

3.1. “Scope of Services”: Attached hereto as Exhibit A and incorporated herein by this reference. Make sure your item is marked as Exhibit A.

3.2. “Agreement Administrator”: The Agreement Administrator for this project is [NAME and TITLE]. The Agreement Administrator shall be the principal point of contact at the

City for this project. All services under this Agreement shall be performed at the request of the Agreement Administrator. The Agreement Administrator will establish the timetable for completion of services and any interim milestones. City reserves the right to change this designation upon written notice to Consultant.

3.3. “Approved Fee Schedule”: Consultant’s compensation rates are set forth in the fee schedule attached hereto as Exhibit A/B (use A if provided as part of the proposal, or B if a separate document) and incorporated herein by this reference. This fee schedule shall remain in effect for the duration of this Agreement unless modified in writing by mutual agreement of the parties.

3.4. “Maximum Amount”: The highest total compensation and costs payable to Consultant by City under this Agreement. The Maximum Amount under this Agreement is

__________ Dollars ($______________).

3.5. “Commencement Date”: [DATE].

3.6. “Termination Date”: [DATE.

4. TERM

The term of this Agreement shall commence at 12:00 a.m. on the Commencement Date and shall expire at 11:59 p.m. on the Termination Date unless extended by written agreement of the parties or terminated earlier under Section 16 (“Termination”) below. Consultant may request extensions of time to perform the services required hereunder. Such extensions shall be effective if authorized in advance by City in writing and incorporated in written amendments to this

5. CONSULTANT’S DUTIES

5.1. Services. Consultant shall perform the services identified in the Scope of Services. City shall have the right to request, in writing, changes in the Scope of Services. Any such changes mutually agreed upon by the parties, and any corresponding increase or decrease in compensation, shall be incorporated by written amendment to this

5.2. Coordination with City. In performing services under this Agreement, Consultant shall coordinate all contact with City through its Agreement Administrator.

5.3. Budgetary Notification. Consultant shall notify the Agreement Administrator, in writing, when fees and expenses incurred under this Agreement have reached eighty percent (80%) of the Maximum Amount. Consultant shall concurrently inform the

Agreement Administrator, in writing, of Consultant’s estimate of total expenditure required to complete its current assignments before proceeding, when the remaining work on such assignments would exceed the Maximum Amount.

5.4. Business License. Consultant shall obtain and maintain in force a City business license for the duration of this Agreement.

5.5. Professional Standards. Consultant shall perform all work to the standards of

Consultant’s profession and in a manner reasonably satisfactory to City. 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 this Agreement, including all Cal/OSHA requirements, the conflict-of-interest provisions of

Government Code § 1090 and the Political Reform Act (Government Code § 81000 et seq.).

5.6. Avoid Conflicts. During the term of this Agreement, Consultant shall not perform any work for another person or entity for whom Consultant was not working at the

Commencement Date if such work would present a conflict interfering with performance under this Agreement. However, City may consent in writing to

Consultant’s performance of such work.

5.7. Appropriate Personnel. Consultant has, or will secure at its own expense, all personnel required to perform the services identified in the Scope of Services. All such services shall be performed by Consultant or under its supervision, and all personnel engaged in the work shall be qualified to perform such services. [Name of Contact at the firm we are working with] shall be Consultant’s project administrator and shall have direct responsibility for management of Consultant’s performance under this

Agreement. No change shall be made in Consultant’s project administrator without

City’s prior written consent.

5.8. Substitution of Personnel. Any persons named in the proposal or Scope of Services constitutes a promise to the City that those persons will perform and coordinate their respective 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. If City and Consultant cannot agree as to the substitution of key personnel, City may terminate this Agreement for cause.

5.9. Permits and Approvals. Consultant shall obtain, at its sole cost and expense, all permits and regulatory approvals necessary for Consultant’s performance of this

Agreement. This includes, but shall not be limited to, professional licenses, encroachment permits and building and safety permits and inspections.

5.10. Notification of Organizational Changes. Consultant shall notify the Agreement

Administrator, in writing, of any change in name, ownership or control of Consultant’s firm or of any subcontractor. Change of ownership or control of Consultant’s firm may require an amendment to this Agreement.

5.11. Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to City under this

Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such documents shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of City. In addition, pursuant to

Government Code Section 8546.7, if the amount of public funds expended under this

Agreement exceeds ten thousand dollars, all such documents and this Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of City, for a period of three (3) years after final payment under this

6. SUBCONTRACTING

6.1. General Prohibition. This Agreement covers professional services of a specific and unique nature. Except as otherwise provided herein, Consultant shall not assign or transfer its interest in this Agreement or subcontract any services to be performed without amending this Agreement.

6.2. Consultant Responsible. Consultant shall be responsible to City for all services to be performed under this Agreement.

6.3. Identification in Fee Schedule. All subcontractors shall be specifically listed and their billing rates identified in the Approved Fee Schedule, Exhibit A/B. Any changes must be approved by the Agreement Administrator in writing as an amendment to this

6.4. Compensation for Subcontractors. City shall pay Consultant for work performed by its subcontractors, if any, only at Consultant’s actual cost plus an approved mark-up as set forth in the Approved Fee Schedule, Exhibit A/B. Consultant shall be liable and accountable for any and all payments, compensation, and federal and state taxes to all subcontractors performing services under this Agreement. City shall not be liable for any payment, compensation, or federal and state taxes for any subcontractors.

7. COMPENSATION

7.1. General. City agrees to compensate Consultant for the services provided under this

Agreement, and Consultant agrees to accept payment in accordance with the Fee

Schedule in full satisfaction for such services. Compensation shall not exceed the

Maximum Amount. Consultant shall not be reimbursed for any expenses unless provided for in this Agreement or authorized in writing by City in advance.

7.2. Invoices. Consultant shall submit to City an invoice, on a monthly basis or as otherwise agreed to by the Agreement Administrator, for services performed pursuant to this

Agreement. Each invoice shall identify the services rendered during the billing period, the amount due for the invoice, and the total amount previously invoiced. All labor charges shall be itemized by employee name and classification/position with the firm, the corresponding hourly rate, the hours worked, a description of each labor charge, and the total amount due for labor charges.

7.3. Taxes. City shall not withhold applicable taxes or other payroll deductions from payments made to Consultant except as otherwise required by law. Consultant shall be solely responsible for calculating, withholding, and paying all taxes.

7.4. Disputes. The parties agree to meet and confer at mutually agreeable times to resolve any disputed amounts contained in an invoice submitted by Consultant.

7.5. Additional Work. Consultant shall not be reimbursed for any expenses incurred for work performed outside the Scope of Services unless prior written approval is given by the City through a fully executed written amendment. Consultant shall not undertake any such work without prior written approval of the City.

7.6. City Satisfaction as Precondition to Payment. Notwithstanding any other terms of this Agreement, no payments shall be made to Consultant until City is satisfied that the services are satisfactory.

7.7. Right to Withhold Payments. If Consultant fails to provide a deposit or promptly satisfy an indemnity obligation described in Section 11, City shall have the right to withhold payments under this Agreement to offset that amount.

8. 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 16000, et seq., (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and

“maintenance” projects. Consultant shall defend, indemnify, and hold the City, tis elected officials, officers, employees, and agents free and harmless form any claim or liability arising out of any failure or alleged failure of Consultant to comply with the

Prevailing Wage Laws.

9. OWNERSHIP OF WRITTEN PRODUCTS

All reports, documents or other written material (“written products” herein) developed by Consultant in the performance of this Agreement shall be and remain the property of City without restriction or limitation upon its use or dissemination by City except as provided by law. Consultant may take and retain copies of such written products as desired, but no such written products shall be the subject of a copyright application by

Consultant.

10. RELATIONSHIP OF PARTIES

10.1. General. Consultant is, and shall at all times remain as to City, a wholly independent contractor.

10.2. No Agent Authority. Consultant shall have no power to incur any debt, obligation, or liability on behalf of City or otherwise to act on behalf of City as an agent. Neither City nor any of its agents shall have control over the conduct of Consultant or any of

Consultant’s employees, except as set forth in this Agreement. Consultant shall not represent that it is, or that any of its agents or employees are, in any manner employees of City.

10.3. Independent Contractor Status. Under no circumstances shall Consultant or its employees look to the City as an employer. Consultant shall not be entitled to any benefits. City makes no representation as to the effect of this independent contractor relationship on Consultant’s previously earned California Public Employees

Retirement System (“CalPERS”) retirement benefits, if any, and Consultant specifically assumes the responsibility for making such a determination. Consultant shall be responsible for all reports and obligations including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers’ compensation, and other applicable federal and state taxes.

10.4. Indemnification of CalPERS Determination. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this

Agreement claims or is determined by a court of competent jurisdiction or CalPERS to be eligible for enrollment in CalPERS as an employee of the City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for CalPERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.

11. INDEMNIFICATION

11.1 Definitions. For purposes of this Section 11, “Consultant” shall include Consultant, its officers, employees, servants, agents, or subcontractors, or anyone directly or indirectly employed by either Consultant or its subcontractors, in the performance of this

Agreement. “City” shall include City, its officers, agents, employees and volunteers.

11.2 Consultant to Indemnify City. To the fullest extent permitted by law, Consultant shall indemnify, hold harmless, and defend City from and against any and all claims, losses, costs or expenses for any personal injury or property damage arising out of or in connection with Consultant’s alleged negligence, recklessness or willful misconduct or other wrongful acts, errors or omissions of Consultant or failure to comply with any provision in this Agreement.

11.3 Scope of Indemnity. Personal injury shall include injury or damage due to death or injury to any person, whether physical, emotional, consequential or otherwise, Property damage shall include injury to any personal or real property. Consultant shall not be required to indemnify City for such loss or damage as is caused by the sole active negligence or willful misconduct of the City.

11.4 Attorneys Fees. Such costs and expenses shall include reasonable attorneys’ fees for counsel of City’s choice, expert fees and all other costs and fees of litigation.

Consultant shall not be entitled to any refund of attorneys’ fees, defense costs or expenses in the event that it is adjudicated to have been non-negligent.

11.5 Defense Deposit. The City may request a deposit for defense costs from Consultant with respect to a claim. If the City requests a defense deposit, Consultant shall provide it within 15 days of the request.

11.6 Waiver of Statutory Immunity. The obligations of Consultant under this Section 11 are not limited by the provisions of any workers’ compensation act or similar act.

Consultant expressly waives its statutory immunity under such statutes or laws as to

City.

11.7 Indemnification by Subcontractors. Consultant agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this Section 11 from each and every subcontractor or any other person or entity involved in the performance of this Agreement on Consultant’s behalf.

11.8 Insurance Not a Substitute. City does not waive any indemnity rights by accepting any insurance policy or certificate required pursuant to this Agreement. Consultant’s indemnification obligations apply regardless of whether or not any insurance policies are determined to be applicable to the claim, demand, damage, liability, loss, cost or expense.

12. INSURANCE

12.1. Insurance Required. Consultant shall maintain insurance as described in this section and shall require all of its subcontractors, consultants, and other agents to do the same.

Approval of the insurance by the City shall not relieve or decrease any liability of

Consultant. Any requirement for insurance to be maintained after completion of the work shall survive this Agreement.

12.2. Documentation of Insurance. City will not execute this agreement until it has received a complete set of all required documentation of insurance coverage. However, failure to obtain the required documents prior to the work beginning shall not waive the

Consultant’s obligation to provide them. Consultant shall file with City:

• Certificate of Insurance, indicating companies acceptable to City, with a Best's

Rating of no less than A:VII showing. The Certificate of Insurance must include the following reference: (Matter/what is this contract for?)

• Documentation of Best’s rating is acceptable to the City.

• Original endorsements effecting coverage for all policies required by this

Agreement.

• City reserves the right to obtain a full certified copy of any Insurance policy and endorsements. Failure to exercise this right shall not constitute a waiver of the right to exercise later.

12.3. Coverage Amounts. Insurance coverage shall be at least in the following minimum amounts:

• Professional Liability Insurance: $2,000,000 per occurrence, $4,000,000 aggregate

• General Liability:

• General Aggregate: $4,000,000

• Products Comp/Op Aggregate $4,000,000

• Personal & Advertising Injury $2,000,000

• Each Occurrence $2,000,000

• Fire Damage (any one fire) $ 100,000

• Medical Expense (any 1 person) $ 10,000

• Workers' Compensation:

• Workers' Compensation Statutory Limits

• EL Each Accident $1,000,000

• EL Disease - Policy Limit $1,000,000

• EL Disease - Each Employee $1,000,000

• Automobile Liability

• Any vehicle, combined single limit $1,000,000

Any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements or limits shall be available to the additional insured.

Furthermore, the requirements for coverage and limits shall be the greater of (1) the minimum coverage and limits specified in this Agreement, or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured

12.4. General Liability Insurance. Commercial General Liability Insurance shall be no less broad than ISO form CG 00 01. Coverage must be on a standard Occurrence form.

Claims-Made, modified, limited or restricted Occurrence forms are not acceptable.

12.5. Worker’s Compensation Insurance. Consultant is aware of the provisions of Section

3700 of the Labor Code which requires every employer to carry Workers'

Compensation (or to undertake equivalent self-insurance), and Consultant will comply with such provisions before commencing the performance of the work of this

Agreement. If such insurance is underwritten by any agency other than the State

Compensation Fund, such agency shall be a company authorized to do business in the

State of California.

12.6. Automobile Liability Insurance. Covered vehicles shall include owned if any, non-owned, and hired automobiles and trucks.

12.7. Professional Liability Insurance or Errors & Omissions Coverage. The deductible or self-insured retention may not exceed $50,000. If the insurance is on a Claims-Made basis, the retroactive date shall be no later than the commencement of the work.

Coverage shall be continued for two years after the completion of the work by one of the following: (1) renewal of the existing policy; (2) an extended reporting period endorsement; or (3) replacement insurance with a retroactive date no later than the commencement of the work under this Agreement.

12.8. Claims-Made Policies. If any of the required policies provide coverage on a claims-made basis the Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work. Claims-Made Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. 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 Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of contract work.

12.9. Additional Insured Endorsements. The City, its City Council, Commissions, officers, and employees of South Pasadena must be endorsed as an additional insured for each policy required herein, other than Professional Errors and Omissions and

Worker’s Compensation, for liability arising out of ongoing and completed operations by or on behalf of the Consultant. Consultant’s insurance policies shall be primary as respects any claims related to or as the result of the Consultant’s work. Any insurance, pooled coverage or self-insurance maintained by the City, its elected or appointed officials, directors, officers, agents, employees, volunteers, or consultants shall be non-contributory. All endorsements shall be signed by a person authorized by the insurer to bind coverage on its behalf. General liability coverage can be provided using an endorsement to the Consultant’s insurance at least as broad as ISO Form CG 20 10 11

85 or both CG 20 10 and CG 20 37.

12.10. Failure to Maintain Coverage. In the event any policy is canceled prior to the completion of the project, and the Consultant does not furnish a new certificate of insurance prior to cancellation, City has the right, but not the duty, to obtain the required insurance and deduct the premium(s) from any amounts due the Consultant under this Agreement. Failure of the Consultant to maintain the insurance required by this Agreement, or to comply with any of the requirements of this section, shall constitute a material breach of this Agreement.

12.11. Notices. Contractor shall provide immediate written notice if (1) any of the required insurance policies is terminated; (2) the limits of any of the required policies are reduced; (3) or the deductible or self-insured retention is increased. Consultant shall provide no less than 30 days’ notice of any cancellation or material change to policies required by this Agreement. Consultant shall provide proof that cancelled or expired insurance policies have been renewed or replaced with other policies providing at least the same coverage. Such proof will be furnished at least two weeks prior to the expiration of the coverage. The name and address for Additional Insured

Endorsements, Certificates of Insurance and Notices of Cancellation is: City of South

Pasadena, Attn: Office of the City Clerk, South Pasadena, CA 91030.

12.12. Consultant’s Insurance Primary. The insurance provided by Consultant, including all endorsements, shall be primary to any coverage available to City. Any insurance or self-insurance maintained by City and/or its officers, employees, agents or volunteers, shall be in excess of Consultant’s insurance and shall not contribute with it.

12.13. Waiver of Subrogation. Consultant hereby waives all rights of subrogation against the

City. Consultant shall additionally waive such rights either by endorsement to each policy or provide proof of such waiver in the policy itself.

12.14. Report of Claims to City. Consultant shall report to the City, in addition to the

Consultant’s insurer, any and all insurance claims submitted to Consultant's insurer in connection with the services under this Agreement.

12.15. Premium Payments and Deductibles. Consultant must disclose all deductibles and self-insured retention amounts to 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 retention amounts. Ultimately, City must approve all such amounts prior to execution of this Agreement.

City has no obligation to pay any premiums, assessments, or deductibles under any policy required in this Agreement. Consultant shall be responsible for all premiums and deductibles in all of Consultant’s insurance policies. The amount of deductibles for insurance coverage required herein are subject to City’s approval.

12.16. Duty to Defend and Indemnify. Consultant’s duties to defend and indemnify City under this Agreement shall not be limited by the foregoing insurance requirements and shall survive the expiration of this Agreement.

13. MUTUAL COOPERATION

13.1. City Cooperation in Performance. City shall provide Consultant with all pertinent data, documents and other requested information as is reasonably available for the proper performance of Consultant’s services under this Agreement.

13.2. Consultant Cooperation in Defense of Claims. If any claim or action is brought against City relating to Consultant’s performance in connection with this Agreement, Consultant shall render any reasonable assistance that City may require in the defense of that claim or action.

14. NOTICES

Any notices, bills, invoices, or reports required by this Agreement shall be deemed received on: (i) the day of delivery if delivered by hand, facsimile or overnight courier service during Consultant’s and City’s regular business hours; or (ii) on the third business day following deposit in the United States mail if delivered by mail, postage prepaid, to the addresses listed below (or to such other addresses as the parties may, from time to time, designate in writing).

If to City

Todd Hileman, City Manager

1414 Mission Street

South Pasadena, CA 91030

Phone: 626 403-7212

Email: cmoffice@southpasadenaca.gov

If to Consultant

Add Consultant Info

With courtesy copy to:

Roxanne M. Diaz

South Pasadena City Attorney

Richards, Watson & Gershon

350 S. Grand Ave, 37th Floor

Los Angeles, CA 90071

Phone: 213-626-8484

Fax: 213-626-0078

15. SURVIVING COVENANTS

The parties agree that the covenants contained in paragraph 5.11 (Records), paragraph

10.4 (Indemnification of CalPERS Determination), Section 11 (Indemnity), paragraph

12.8 (Claims-Made Policies), paragraph 13.2 (Consultant Cooperation in Defense of

Claims), and paragraph 18.1 (Confidentiality) of this Agreement shall survive the expiration or termination of this Agreement, subject to the provisions and limitations of this Agreement and all otherwise applicable statutes of limitations and repose.

16. TERMINATION

16.1. City Termination. City may terminate this Agreement for any reason on five calendar days’ written notice to Consultant. Consultant agrees to cease all work under this

Agreement on or before the effective date of any notice of termination. All City data, documents, objects, materials or other tangible things shall be returned to City upon the termination or expiration of this Agreement.

16.2. Consultant Termination. Consultant may terminate this Agreement for a material breach of this Agreement upon 30 days’ notice.

16.3. Compensation Following Termination. Upon termination, Consultant shall be paid based on the work satisfactorily performed at the time of termination. In no event shall

Consultant be entitled to receive more than the amount that would be paid to Consultant for the full performance of the services required by this Agreement. The City shall have the benefit of such work as may have been completed up to the time of such termination.

16.4. Remedies. City retains any and all available legal and equitable remedies for

Consultant’s…