The Transportation Corridor Agencies – Are They Taking Their Toll on Orange County?*

Conclusions 22

• CL1
  TRANSPORTATION CORRIDOR AGENCIES COMPLIANCE WITH CONTRACT K000983 STRATEGIC RESEARCH AND STAKEHOLDER OUTREACH CONSULTING SERVICES SCHEDULE OF AUDIT FINDINGS AND RECOMMENDATIONS We noted the following exceptions: 25 of the 50 invoices were not invoiced on the first day of each month for the preceding month of
• CL2
  TRANSPORTATION CORRIDOR AGENCIES COMPLIANCE WITH CONTRACT K000983 STRATEGIC RESEARCH AND STAKEHOLDER OUTREACH CONSULTING SERVICES SCHEDULE OF AUDIT FINDINGS AND RECOMMENDATIONS Views of Responsible Officials and Planned Corrective Actions The Agency's Payment Processing Overview documentation has been updated to better document the Agency's invoicing procedures. Specific roles and responsibilities of the Technical Representative (TR), Contract Administrator (CA) and Accounts Payable (AP) staff have been clarified through this update. The Agency also has implemented a formal kick-off meeting for contracts that will involve a more complex review for invoices. At minimum, participants will include the TR, CA and AP clerk. It should be noted that most Agency contracts do not encompass complex invoicing issues such as multiple tasks, subtasks and subcontractors. In response to specific items in this finding: The majority of the issues appeared earlier in the contracting period. This contract encompassed
• CL3
  TRANSPORTATION CORRIDOR AGENCIES COMPLIANCE WITH CONTRACT K000983 STRATEGIC RESEARCH AND STAKEHOLDER OUTREACH CONSULTING SERVICES SCHEDULE OF AUDIT FINDINGS AND RECOMMENDATIONS Finding 2019-005: Contract Modifications Criteria: Contract No. K000983, Exhibit F, General Terms Sections 2.0 Changes states: Section 2.1 - The Services shall be subject to changes by additions, deletions, or revisions negotiated in a written modification to this Agreement executed by both Parties. The Parties shall negotiate and document their mutual agreement to any such changes by written change orders or other written documents executed by both Parties describing the change(s). Consultant shall promptly perform and strictly comply with each such changes as agreed by both Parties in a written document executed by both Parties. Either Party may request a change to the Services. If the Consultant believes that its performance of any change would justify modification of the price or time for performance of the Services, or both, the Consultant shall provide written notification to the Agency and a mutually agreeable modification of the price or time, or both, to perform the Services shall be made. Notwithstanding the above, for Services to be performed on a unit- priced basis, Agency reserves the right to revise the quantities up or down during the Contract term and any option term without any change in the unit prices. Section 2.2 - Consultant shall not suspend performance of the Contract during the review and negotiation of any change, except as may be directed by Agency. Consultant shall perform all mutually agreed changes in strict accordance with all terms of the Contract as modified in a written document executed by both Parties, including guarantees and warranties. Condition and Context: We observed that certain billing rate changes occurred in 25 of the 50 monthly invoices. For example, the Agency approved a Senior Associate listed as key personnel with a fixed hourly rate of $100 to increase the billing rate to $125/hour. The difference in billing rate was mutually agreed to by the Agency and Consultant, however, such billing rate changes were not incorporated into the contract through a written modification to the agreement executed by the Agency and the Consultant. Similarly, we observed five subconsultants paid through the monthly invoices, even though the contract only included three subconsultants. While the Agency and the Consultant agreed to the use of additional subconsultants, such changes were not incorporated into the contract through a written modification to the agreement executed by the Agency and the Consultant. Cause: While the contract requires all changes to the agreement be memorialized through written modifications executed by both parties, it appears that the Agency would approve of such changes through verbal communications. Effect: Without written modifications to the agreement executed by both parties to highlight changes, Agency management's comparison of the invoice information to the provisions within the contract may be inaccurate as the contract may not contain the Agency's approved changes.
• CL4
  TRANSPORTATION CORRIDOR AGENCIES COMPLIANCE WITH CONTRACT K000983 STRATEGIC RESEARCH AND STAKEHOLDER OUTREACH CONSULTING SERVICES SCHEDULE OF AUDIT FINDINGS AND RECOMMENDATIONS Views of Responsible Officials and Planned Corrective Actions The dynamic nature of the VSI contract required immediate attention to matters as they arose. It should be noted that all changes, although not memorialized through a contract amendment, were directed and approved by the TR prior to payment through close coordination and verification with the Consultant. In all other instances, the responsible TR is required to notify the CA of all agreed upon contract modifications (e.g., billing rates, additional subcontractors, etc.) for inclusion in a written modification approved by both parties. The Agency Contracts and Procurement staff will continue to disallow invoiced items not formally incorporated into the contract. In most instances, Agency contracts do not include named personnel in billing rate tables, but instead typically include a table of classifications with billing rates. The responsible TR will continue to periodically request a list of relevant personnel and classifications from the Consultant to validate approved billing rates and classifications, and notify the CA of any changes. 19. 111 PACIFICA, SUITE 300 IRVINE, CA 92618 HALL&COMPANY Certified Public Accountants, Inc. (949) 910-HALL (4255) FAX (949) 910-4256 TAX, FINANCIAL AND MANAGEMENT CONSULTING SERVICES WWW.HALLCPAS.COM August 29, 2019 Amy Potter Chief Financial Officer Transportation Corridor Agencies 125 Pacifica, Suite 100 Irvine, CA 92618-3304 Independent Accountant's Report on Applying Agreed-Upon Procedures We have performed the procedures enumerated below, which were agreed to by the Chief Financial Officer of Transportation Corridor Agencies on the Accounts Payable (AP) information of two independent contracts; Curt Pringle and Associates (K001162) and Venture Strategic, Inc. (K000983) from July 2017 to March 2019 and December 2015 through January 2019 respectively, included in the accompanying information provided to us by management of Transportation Corridor Agencies. Transportation Corridor Agencies is responsible for the AP information of Transportation Corridor Agencies from July 2017 to March 2019 and from December 2015 through January 2019 respectively, included in the accompanying information provided to us by management of Transportation Corridor Agencies. The sufficiency of these procedures is solely the responsibility of the party specified in this report. Consequently, we make no representation regarding the sufficiency of the procedures enumerated below either for the purpose for which this report has been requested or for any other purpose. Procedure Performed and Results Procedures:
• CL5
  111 PACIFICA, SUITE 300 IRVINE, CA 92618 HALL&COMPANY Certified Public Accountants, Inc. (949) 910-HALL (4255) FAX (949) 910-4256 TAX, FINANCIAL AND MANAGEMENT CONSULTING SERVICES WWW.HALLCPAS.COM August 29, 2019 Amy Potter Chief Financial Officer Transportation Corridor Agencies 125 Pacifica, Suite 100 Irvine, CA 92618-3304 Independent Accountant's Report on Applying Agreed-Upon Procedures We have performed the procedures enumerated below, which were agreed to by the Chief Financial Officer of Transportation Corridor Agencies on the Accounts Payable (AP) information of two independent contracts; Curt Pringle and Associates (K001162) and Venture Strategic, Inc. (K000983) from July 2017 to March 2019 and December 2015 through January 2019 respectively, included in the accompanying information provided to us by management of Transportation Corridor Agencies. Transportation Corridor Agencies is responsible for the AP information of Transportation Corridor Agencies from July 2017 to March 2019 and from December 2015 through January 2019 respectively, included in the accompanying information provided to us by management of Transportation Corridor Agencies. The sufficiency of these procedures is solely the responsibility of the party specified in this report. Consequently, we make no representation regarding the sufficiency of the procedures enumerated below either for the purpose for which this report has been requested or for any other purpose. Procedure Performed and Results Procedures:
• CL6
  Compliance – We selected all 50 monthly invoices and performed the following procedures: a. We recalculated the mathematical accuracy of all components of the invoice package and verified that both amounts and periods of service were articulated throughout. This includes verifying that: i. The warrant amount agrees to the amounts noted on the Consultant invoice and invoice template. ii. The description/activity per invoice template agrees to the time summary. The budget per subtask in the invoice template and invoice agrees to the subtasks iii. per the Task Order. iv. The project to date percentage of completion and cumulative total amounts per invoice template recalculates. v. The invoice template beginning balance is consistent with the previous invoice template ending balance. vi. Periods of service per invoice, invoice template, narrative and time summary are consistent. See Finding 2019-002: Mathematical Accuracy and Articulation of Invoice Amounts and Periods of Service b. We reviewed the time summary and determined the following:
• CL7
  Two of the 50 invoices had time entries from months outside the current period of service. Per our discussion with Agency management, they noted such time entries had errors in the dates of service for the activity performed. These time entries represented recurring monthly tasks and the date was inadvertently carried forward from the prior month rather than updated to the current period of service.
• CL8
  The invoice template is designed to monitor project tasks percentage of completion. We noted 16 of the 50 invoices contained calculation errors in the "project to date completion percentage" and/or "project to date invoice total amounts," which are both utilized to assess project progress. Cause: The design of the internal control did not clarify which of the signatories was responsible for verifying the mathematical accuracy and articulation of amounts and periods of service throughout the invoice package. Effect: Not verifying the mathematical accuracy and articulation of amounts and periods of service of the invoice package may result in inaccurate billings and/or non-compliance with contract provisions. Further, inaccurate cumulative amounts and related calculations, may undermine the intent of the invoice template which is to facilitate monitoring project tasks percentage of completion and remaining budget by subtask.
• CL9
  Eight out of the 50 invoices contained formula errors. A total of 36 errors of individual time entries were noted on the eight invoices that resulted in a net underbilling of ($2,690). (Continued)
• CL10
  Three of the 50 invoices contained expenses without supporting receipts. Without such receipts, it is uncertain how the Agency verified that expenses did not include markup in costs. The Consultant did not provide notice and the Agency did not monitor when cumulative reimbursed costs incurred and projected costs in the subsequent invoice period will exceed 75% of the contract NTE. The invoice template tracks percentage of completion but not an estimate to complete. Cause: While the Contract requires invoices to be remitted on the first day of each month, that all invoices be paid within 30 days of the invoice date, expenses should be supported by receipts, and that Consultants should provide notice to the Agency when the cumulative reimbursed amounts and estimates to complete will exceed 75% of the contract NTE, it does not appear that Agency management has designed an internal control to monitor such compliance requirements. Regarding contract retention, based on our inquiry with Agency management, the Contract Administrator inadvertently did not enable the 5% contract retention in the general ledger system so that the Accounts Payable staff would consider such amounts when preparing the invoice transmittal package. We observed that this was corrected during the months of August 2016 through June 2018. However, for all other months during the contract period, there was no contract retention withheld. Effect: As a result of the deficiencies in the design of the Agency management review, invoices may not be processed and paid timely with appropriate supporting documentation and retention required by the contract. In addition, in the absence of a control activity to monitor Consultant compliance with notice provisions when cumulative reimbursed amounts and estimates to complete will exceed 75% of the contract NTE, this may lead to delays in processing contract amendments, if deemed necessary.
• CL11
  Determined whether the Consultant notified the Agency at any time that the sum of the reimbursable costs incurred on the Contract to date plus the projected reimbursable costs to be expended in the next invoicing period exceeded 75% of the Contract NTE Amount. (Continued)
• CL12
  Observation: Several accounts payable procedures were undergoing periodic review and minor updates during the audit period. Risks: Documented policies and procedures provide a framework for consistent performance of required processes, and also provide a business continuity function as staff changes. Lack of documented procedures or outdated procedures could lead to inconsistency in performance and/or incorrect performance of tasks.
• CL13
  Observation: The level of detail provided in invoices for contracts billed on a time and materials basis varies. Some contracts reviewed had line item billing by individual consultant name, classification, and rate, others only had classifications and rates, and some simply provided a list of tasks completed and a lump sum for monthly fees charged. Also, not all contracts reviewed provided billing rates by classification or consultant. Risks: If a sufficient level of detail isn't provided for time and material invoicing, then it could be difficult to determine if accurate billing is being provided.
• CL14
  Observation: Based on walkthroughs and processes observed during the audit, accounting and contract staff appear to have a standard list of items that each group reviews prior to an invoice being paid. For the AP staff, these reviews are documented in the AP procedures. A supplement to the contract manual (CAPS Manual) addresses invoice review for Contract Administrators. However, some additional documentation that clarifies the specific items a Contract Administrator should review, would be beneficial. Likewise, additional detail on the invoice review requirements for Technical Representatives should be documented. Risks: Documented policies and procedures provide a framework for consistent performance of required processes, and also provide a business continuity function as staff changes. Lack of complete procedures or outdated procedures could lead to inconsistency in performance and/or incorrect performance of tasks.
• CL15
  Observation: Two billing issues were observed in invoices for an engineering services contract. The issues are associated with two different subcontractors. One subcontractor had an employee listed in the contract as "Senior Technologist" but a. the employee was billed as "Principal" and charged the Principal rate in error (approximately $55 overcharged). b. The other subcontractor had an employee listed as "Associate" in the contract but was billed as "Principal". The contract Technical Representative reported that this change was verbally communicated to TCA, but it was not in writing. Risks: Lack of documentation of consultant staff classifications and/or billing rates can lead to billing rate errors, or at a minimum, create confusion for TCA staff when reviewing invoices.
• CL16
  Observation: An invoice for a strategy development services contract charged $931.54 in expenses for a single month's billing. The contract has a monthly limit for expenses of $300.00 per month. The Technical Representative said that the limit on expenses was intended to be an annual limit (i.e., $3,600 annually), however, the contract does not reflect this. Risks: Billing errors can lead to overcharging or undercharging TCA for services provided.
• CL17
  Observation: An invoice for a biological support services contract for the month of June 2018 appears to have three duplicate entries (June 18, 19, and 27) under Task 00200 for Foothill/Eastern TCA. Discussion with the Technical Representative indicated that the duplicate entries should have been invoiced under Task 00100 for San Joaquin Hills. Internal Audit of Accounts Payable Risks: Billing errors can lead to overcharging or undercharging TCA for services provided.
• CL18
  Observation: A review of the PEID ("vendor") database in the IFAS accounting system revealed several instances of apparent duplicate vendor entries, with eight entries verified as actual duplicates. Risks: Duplicate entries in the vendor database could result in payments to incorrect vendors, or payments mailed to incorrect addresses. Also, it could obfuscate potential fraud.
• CL19
  Observation: Authorized signer documentation is not completely current for bank accounts. The recently departed Controller is listed as an authorized signer on all of the CNB accounts, and in the TCA authorized signer letter to BNY. In addition, several former employees of TCA or Faneuil are listed on CNB documentation as being authorized signers on accounts. For all of the instances noted, online access is either locked, or does not exist. The accounts in question are: a. 023826658 - FE Service Center Refund – former employees on listing. b. 023826666 - SJH Service Center Refund - former employees on listing and misspelled last name for one current employee. c. 023827509 - Violations Refund - former employees on listing. Risks: Risk of fraud is limited given that these former employees do not have access to the accounts online, and no longer have access to the check stock (unless an existing employee were to provide access to the check stock). Internal Audit of Accounts Payable
• CL20
  Observation: There are some inconsistencies in City National Bank online access (CNB Treasury Net) for certain users. a. The Director of Finance has administrative access and does not need this for his role. Administrative access allows a user to modify the profile of other users in areas such as access to reports and transaction activities, and setting limits on certain transactions. b. The Director of Finance's profile has no entry in the ACH payment limit field. The Manager, Internal Audit has access to enter ACH transactions. C. d. The Chief Financial Officer's profile does not show the standard $10,000,000 daily limit for release of wire transfers. Risks: Inappropriate access could lead to errors or create opportunities for fraud. This risk is mitigated by the automated controls in the system. All disbursement activity (e.g., ACH and wire transfer) requires one user to enter the transaction and a separate, unique user to release the transaction. Similarly, any changes to a user profile by one system administrator must be approved in the system by a separate, unique system administrator. In addition, regular banking and other reconciliations performed by TCA's Finance Department help mitigate the risk of potential errors or fraud caused by inappropriate access.
• CL21
  As part of an overall review of accounts payable process and controls scheduled in the Fiscal Year 2019 Internal Audit Plan, the Internal Audit Department (Internal Audit) has completed an audit of invoice processing procedures and controls of the Transportation Corridor Agencies (TCA). This audit was conducted on invoices received for contract K000983, Strategic Research And Stakeholder Outreach Consulting Services with Venture Strategic, Inc. (Venture Strategic), and contract K001162, Overall Agency Strategic Planning with Curt Pringle and Associates, LLC (CP&A). We focused on these contracts due to their importance as high-profile communications contracts. Curt Pringle and Associates (K001162) For CP&A, we observed a sample of invoices and determined that the amount and format do not change from month to month. It is a retainer contract with an agreed upon monthly fee. CP&A also is one of several subcontractors on the Venture Strategic contract, K000983 (see below). The services CP&A provides under the Venture Strategic subcontract agreement are distinct from those provided under contract K001162. We did not observe any evidence that would indicate hours billed by CP&A as a subcontractor on the Venture Strategic contract are part of any effort expended under their prime contract (K001162). Internal Audit has determined that the controls, policies and procedures examined for invoice processing and review are adequate for CP&A's contract. Consequently, we do not have any findings or business process improvement suggestions related to the CP&A contract in the sections below. www.thetollroads.com 125 Pacifica, Irvine, CA 92618 (949) 754-3400 Fax (949) 754-3467 Internal Audit of Accounts Payable - Invoice Processing Venture Strategic, Inc. (K000983) For Venture Strategic, we examined billings for each month of the contract from December 2015 through January 2019. Internal Audit has determined that the controls, policies and procedures examined related to invoice processing and review are generally adequate for Venture Strategic's contract, however, there are exceptions noted below. We made a total of three observations, which appear in the Findings, Recommendations and Management Responses section. The findings all involve errors in billing. For each observation, we provide recommendations to mitigate the risk identified. Management has provided a response to the recommendations we provided. When all over billing and under billing errors we identified are netted, Venture Strategic underbilled TCA by approximately $4,599. Following the Findings section, we have provided one suggestion for business process improvement related to Venture Strategic's contract. A formal response from management to this suggestion is not required. It is provided for management's consideration.
• CL22
  EKA believes that success is based upon a collaborative effort that focuses on specific goals with specific deliverables. Because we don't have a plan, we cannot at this time provide a timetable or budget to implement the plan that will be developed beyond the initial strategy development phase. The Work Plan and Strategy Development Phase will take approximately 60 days. The budget for this activity is as follows: Minimum Maximum $45,000 Englander Knabe & Allen $45,000 Mike Roos & Co. $12,500 $12,500 Probolsky Research* $29,700 $39,650 5% Contingency/Expenses $ 4,360 $ 4,850 Total $91,560 $102,000 Research Option: Minimum: Up to 25 questions, 400 Respondents, English, Spanish, Vietnamese (+/-5\%) Maximum: Up to 35 questions, 400 Respondents, English, Spanish, Vietnamese (+/-5\%) We are happy to meet with a sub-committee of the Council and with the entire Council in the appropriate forum. Thank you for your consideration. TCAPRA20000075 ٠., Ct 1-50 PROFESSIONAL SERVICES AGREEMENT FOR Englander Knabe & Allen THIS PROFESSIONAL SERVICES AGREEMENT (the "Agreement") is made and entered into this 18 day of July, 2017 (the "Effective Date"), by and between the City of San Clemente, a municipal corporation, hereinafter referred to as the "CITY", and Englander Knabe & Allen of 801 S, Figueroa St. Suite 1050 Los Angeles, CA 90017 hereinafter referred to as the "CONTRACTOR". RECITALS: A. CITY requires professional consultant services to be performed at or in connection with Toll Road Expansion Strategic Plan. В. CONTRACTOR has represented to CITY that CONTRACTOR is qualified to perform said services and has submitted a proposal to CITY for same. C. CITY desires to have CONTRACTOR perform said services on the terms and conditions set forth herein. COVENANTS: Based on the foregoing Recitals and for good and valuable consideration, the receipt and sufficiency of which is acknowledged by both parties, CITY and CONTRACTOR agree as follows: ARTICLE 1 RESPONSIBILITIES OF CONTRACTOR 1.1 Term. The term of this Agreement shall commence on the Effective Date, and shall continue and remain in effect, until September 30, 2017, unless terminated earlier pursuant to the terms hereof. Notwithstanding the forgoing, the City Manager or his or her designee shall have the authority on behalf of the City to administratively approve extensions to the term hereof not to exceed a cumulative total of one hundred eighty (180) days. 1.2 Scope of Services. CONTRACTOR shall perform any and all work necessary for the completion of the tasks and services set forth in the "Scope of Services" attached hereto and incorporated herein as Exhibit "A" in a manner satisfactory to CITY. By execution of this Agreement, CONTRACTOR warrants that (i) it has thoroughly investigated and considered the work to be performed; (ii) it has carefully examined the location or locations at or with respect 882/062266-0001 · · · · , to which the work is to be performed, as applicable; and (iii) it fully understands the difficulties and restrictions attending the performance of the work provided for under this Agreement. CONTRACTOR acknowledges that certain refinements to the Scope of Services may, on occasion, be necessary to achieve CITY's goals hereunder, and CONTRACTOR shall cooperate with and assist the CITY to identify and make such refinements prior to undertaking any tasks or services that may require refinement. 1.3 Schedule of Performance. Prior to the City's execution of this Agreement, and as a condition to the effectiveness hereof, CONTRACTOR shall furnish to CITY proof of insurance coverage as required under Article 5, Insurance. Upon CITY's release to CONTRACTOR of a fully executed copy hereof and issuance of a written Notice to Proceed, CONTRACTOR shall promptly commence performance of the work. Until such time, CONTRACTOR is not authorized to perform and will not be paid for performing any work under this Agreement. CONTRACTOR shall exercise reasonable diligence to have the services as set forth in Exhibit "A" completed and submitted to CITY for final approval as soon as reasonably practicable and in accordance with the schedule of performance attached hereto and incorporated herein as Exhibit "B", provided that CONTRACTOR shall be entitled to an extension of time for any delays caused by events or occurrences beyond CONTRACTOR's reasonable control. 1.4 Identity of Persons Performing Work. CONTRACTOR represents that it employs or will employ at its own expense all personnel required for the satisfactory performance of any and all tasks and services required hereunder. CONTRACTOR shall not replace any of the principal members of the Project team, including any of the persons listed in Exhibit "A" (if CONTRACTOR'S personnel is listed on Exhibit "A"), or any successors to any of such persons, without CITY's prior written approval. CONTRACTOR represents that the tasks and services required hereunder will be performed by CONTRACTOR or under its direct supervision, and that all personnel engaged in such work shall be fully qualified and shall be authorized and permitted under applicable State and local law to perform such tasks and services. In carrying out such tasks and services, CONTRACTOR shall not employ any undocumented aliens (i.e., persons who are not citizens or nationals of the United States). This Agreement contemplates the personal services of CONTRACTOR and CONTRACTOR's employees, and it is recognized by the parties hereto that a substantial inducement to CITY for entering into this Agreement was, and is, the professional reputation and competence of CONTRACTOR and CONTRACTOR's employees. Neither this Agreement nor any interest therein may be assigned by CONTRACTOR, except upon written consent of CITY. 882/062266-0001 ٠., ١. Furthermore, CONTRACTOR shall not subcontract any portion of the performance contemplated and provided for herein without the prior written approval of CITY, except for those subcontractors named in the proposal for the project. Nothing herein contained is intended to or shall be construed as preventing CONTRACTOR from employing or hiring as many employees as CONTRACTOR may deem necessary for the proper and efficient execution of this Agreement. 1.5 Cooperation and Coordination of Work With CITY. CONTRACTOR shall work closely with CITY's designated representative, either individual or committee, who shall have the principal responsibility for liaison and who shall, on a continuous basis, review and approve CONTRACTOR's work. CONTRACTOR shall ensure that CITY has reviewed and approved all required work as the project progresses. 1.6 Compliance With Laws. CONTRACTOR shall comply with all applicable Federal, State and local laws, ordinances and regulations, including without limitation all applicable fair labor standards. CONTRACTOR shall not discriminate against any employee or applicant for employment or any approved subcontractor, agent, supplier or other firm or person providing services to CONTRACTOR in connection with this Agreement on the basis of race, color, creed, ancestry, national origin, religion, sex, sexual orientation, marital status, or mental or physical disability. CONTRACTOR shall take affirmative action to ensure that applicants are employed, and that employees are treated during their employment, without regard to their race, color, creed, ancestry, national origin, religion, sex, sexual orientation, marital status, and mental or physical disability. Such actions shall include, but not be limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Prior to execution of this Agreement, CONTRACTOR shall furnish to CITY proof that CONTRACTOR and all of its subcontractors have a current, valid business license issued by CITY. 1.7 Standard of Performance. CONTRACTOR acknowledges and understands that the services and work contracted for under this Agreement require specialized skills and abilities and that, consistent with this understanding, CONTRACTOR's services and work shall be held to a standard of quality and workmanship prevalent in the industry for such service and work. CONTRACTOR represents to CITY that CONTRACTOR holds the necessary skills and abilities to satisfy the standard of work as set forth in this Agreement. CONTRACTOR shall perform the work and services under this Agreement in accordance with such standard of work and in accordance with the accepted standards of the professional disciplines involved in the project. All work shall be completed to the reasonable satisfaction of CITY. If CITY 882/062266-0001 . . reasonably determines that the work is not satisfactory, CITY shall have the right to: (i) meet with CONTRACTOR to review CONTRACTOR's work and resolve matters of concern; and/or (ii) require CONTRACTOR to repeat unsatisfactory work at no additional charge until it is satisfactory. 1.8 Contractor Ethics. CONTRACTOR represents and warrants that it has not provided or promised to provide any gift or other consideration, directly or indirectly, to any officer, employee, or agent of CITY to obtain CITY's approval of this Agreement. CONTRACTOR shall not, at any time, have any financial interest in this Agreement or the project that is the subject of this Agreement other than the compensation to be paid to CONTRACTOR pursuant to Article 3, Compensation. In the event the work and/or services to be performed hereunder relate to a project and/or application under consideration by or on file with the City, (i) CONTRACTOR shall not possess or maintain any business relationship with the applicant or any other person or entity which CONTRACTOR knows to have a personal stake in said project and/or application, (ii) other than performing its work and/or services to CITY in accordance with this Agreement CONTRACTOR shall not advocate either for or against said project and/or application, and (iii) CONTRACTOR shall immediately notify CITY in the event CONTRACTOR determines that CONTRACTOR has or acquires any such business relationship with the applicant or other person or entity which has a personal stake in said project and/or application. The provisions in this Section 1.8 shall be applicable to all of CONTRACTOR's officers, directors, employees, and agents, and shall survive the termination of this Agreement. 1.9 Changes and Additions to Scope of Services. CITY may make changes within the general scope of services provided for in this Agreement. CONTRACTOR shall agree to any such changes that are reasonable. CONTRACTOR shall make no change in or addition to the character or extent of the work required by this Agreement except as may be authorized in advance in writing by CITY. Such supplemental authorization shall set forth the specific changes of work to be performed and related extension of time and/or adjustment of fee to be paid to CONTRACTOR by CITY. 1.10 Hiring of Illegal Aliens Prohibited CONTRACTOR shall not hire or employ any person to perform work within the City of San Clemente or allow any person to perform work required under this Agreement unless such person is a United States citizen or is properly documented and legally entitled to be employed within the United States. 882/062266-0001 · . · · . . 1.11 Endorsement on PS&E/Other Data CONTRACTOR shall sign all plans, specifications, estimates (PS&E) and engineering data furnished by CONTRACTOR, and where appropriate will indicate CONTRACTOR's authorized signature and professional registration number. ARTICLE 2 RESPONSIBILITIES OF CITY Provision of Information. 2.1 CITY shall provide full information regarding its requirements for the project, and it shall furnish, without charge to CONTRACTOR, any and all information, data, plans, maps and records which are available to CITY and are necessary for the provision by CONTRACTOR of the tasks and services set forth herein. Cooperation With CONTRACTOR. 2.2 CITY shall cooperate with CONTRACTOR in carrying out the work and services required hereunder without undue delay. In this regard, CITY, including any representative thereof, shall examine plans and documents submitted by CONTRACTOR, shall consult with CONTRACTOR regarding any such plans and documents, and shall render any necessary decisions pertaining to such plans and documents as promptly as is practicable. ARTICLE 3 PAYMENT 3.1 Payment Schedule: Maximum Payment Amount. Prior to the tenth of the month, CONTRACTOR shall submit to CITY a monthly status report and invoices itemizing the services rendered during the previous month. Within fifteen (15) working days after receipt of an invoice from CONTRACTOR, CITY shall determine whether and to what extent CONTRACTOR has adequately performed the services for which payment is sought. If CITY determines that CONTRACTOR has not adequately performed such services, CITY shall inform CONTRACTOR of those acts which are necessary for satisfactory completion. Subject to the provisions of Section 5.2 below, which provide for the City to withhold payment in the event CONTRACTOR's insurance expires during the term of this Agreement, CITY shall cause payment to be made to CONTRACTOR within fifteen (15) working days from CITY's determination that CONTRACTOR has adequately performed those services for which CITY has been invoiced. In no case shall CITY pay in excess of each line item set forth in Exhibit "A" for any particular task unless approved and authorized by the CITY in writing (applicable only if Exhibit "A" breaks down the Scope of Services on a line item basis). The total compensation for the Scope of Services set forth in Exhibit "A" shall not exceed One Hundred and Two Thousand Dollars ($102,000.00), including all amounts payable to 882/062266-0001 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . CONTRACTOR for its overhead, payroll, profit, and all costs of whatever nature, including without limitation all costs for subcontracts, materials, equipment, supplies, and costs arising from or due to termination of this Agreement (the "Total Compensation"). 3.2 Changes in Work. If CONTRACTOR estimates that any proposed change within the general scope of services set forth in Exhibit "A" causes an increase or decrease in the cost and/or the time required for performance of this Agreement, CONTRACTOR shall so notify CITY of that fact in advance of commencing performance of such work. Any such change, and the cost for such change, shall be agreed upon by CITY and CONTRACTOR, and reduced to a writing that, once signed by both CITY and CONTRACTOR, shall modify this Agreement accordingly. In determining the amount of any cost increase for such change, the value of the incomplete portions of the original tasks and services affected by the change shall be credited back to CITY. 3.3 Additional Work. CITY may request CONTRACTOR to perform additional services not covered by the specific scope of services set forth in Exhibit "A", and CONTRACTOR shall perform such extra services and will be paid for such extra services when the extra services and the cost thereof are reduced to writing, signed by both CITY and CONTRACTOR, and made a part of this Agreement. CITY shall not be liable for payment of any extra services nor shall CONTRACTOR be obligated to perform any extra services except upon such written amendment. To the extent that the extra services render all or a portion of the original tasks and services unnecessary, the value of the unnecessary and incomplete portions of original tasks and services shall be credited back to CITY. ARTICLE 4 INDEPENDENT CONTRACTOR CONTRACTOR is an independent contractor and not an employee of the CITY. Neither the CITY nor any of its employees shall have any control over the conduct of the CONTRACTOR or any of CONTRACTOR's employees, except as herein set forth, and CONTRACTOR expressly warrants not to, at any time or in any manner, represent that CONTRACTOR, or any of CONTRACTOR's agents, servants or employees, are in any manner agents, servants or employees of the CITY, it being distinctly understood that CONTRACTOR is and shall at all times remain as to the CITY a wholly independent contractor and that CONTRACTOR's obligations to the CITY are solely such as are prescribed by this Agreement. 882/062266-0001 * a * * * ARTICLE 5 INDEMNITY AND INSURANCE 5.1 Indemnification FOLLOWING PARAGRAPH APPLICABLE TO AGREEMENTS WHERE CONTRACTOR IS A "LICENSED DESIGN PROFESSIONAL" AND IS PROVIDING DESIGN PROFESSIONAL SERVICES: To the fullest extent permitted by law (including, without limitation, California Civil Code Sections 2782 and 2782.6), CONTRACTOR shall defend (with legal counsel reasonably acceptable to the CITY), indemnify, and hold free and harmless CITY and CITY's agents, officers, and employees, and the San Clemente Redevelopment Agency and its agents, officers, and employees (collectively, the "Indemnitees") from and against any and all claims, loss, cost, damage, injury (including, without limitation, injury to or death of CONTRACTOR or any officers, agents, employees, representatives, or subcontractors of CONTRACTOR [collectively, the "CONTRACTOR ENTITIES"]), expense and liability of every kind, nature and description (including, without limitation, incidental and consequential damages, court costs, attorney's fees, litigation expenses and fees of expert Contractors or expert witnesses incurred in connection therewith and costs of investigation) that arise out of, pertain to, or relate to, directly or indirectly, in whole or in part, the negligence, recklessness, or willful misconduct of CONTRACTOR, any of the CONTRACTOR ENTITIES, anyone directly or indirectly employed by any of them, or anyone that they control (collectively, the "Liabilities"). Such obligation to defend, hold harmless and indemnify any Indemnitee shall not apply to the extent that such Liabilities are caused in part by the sole negligence, active negligence, or willful misconduct of such Indemnitee. FOLLOWING PARAGRAPH APPLICABLE TO AGREEMENTS WHERE CONTRACTOR IS NOT A "LICENSED DESIGN PROFESSIONAL": CONTRACTOR shall defend (with legal counsel reasonably acceptable to the CITY), indemnify, and hold free and harmless CITY and CITY's agents, officers, and employees, and the San Clemente Redevelopment Agency and its agents, officers, and employees from and against any and all claims, loss, cost, damage, injury (including, without limitation, injury to or death of an employee of CONTRACTOR or CONTRACTOR's officers, agents, employees, representatives, or subcontractors [collectively, the "CONTRACTOR ENTITIES"]), expense and liability of every kind, nature and description (including, without limitation, incidental and consequential damages, court costs, attorney's fees, litigation expenses and fees of expert Contractors or expert witnesses incurred in connection therewith and costs of investigation) that arise out of, pertain to, or relate to, directly or indirectly, in whole or in part, the actions or failure to act of CONTRACTOR, any of the CONTRACTOR ENTITIES, anyone directly or indirectly employed by any of them, or anyone that they control, under this Agreement. 882/062266-0001 ٠. For purposes of this Agreement, a "Licensed Design Professional" shall be limited to licensed architects, registered professional engineers, licensed professional land surveyors and landscape architects, all as defined under current law, and as may be amended from time to time by California Civil Code § 2782.8. 5.2 Insurance. Prior to the City's execution of this Agreement, and as a condition to the effectiveness hereof, CONTRACTOR shall submit certificates and endorsements to CITY indicating compliance with the following minimum insurance requirements, and CONTRACTOR shall maintain such insurance in effect during the entire term of this Agreement: Workers' Compensation insurance to cover CONTRACTOR's employees A. as required by the California Labor Code with employer's liability limits not less than One Million Dollars ($1,000,000) per accident or disease. Before execution of this Agreement by CITY, CONTRACTOR shall file with CITY the attached signed Worker's Compensation Insurance Certification. CONTRACTOR shall require all subcontractors similarly to provide such compensation insurance for the respective employees. None of the CITY, the San Clemente Redevelopment Agency, or any of their respective officers, employees, and agents will be responsible for any claims in law or equity occasioned by failure of CONTRACTOR to comply with this paragraph. Commercial General Liability, personal injury and property damage В. liability, contractual liability, independent contractor's liability, and automobile liability insurance, with minimum combined liability limits of One Million Dollars ($1,000,000) per occurrence for all covered losses, and Two Million Dollars ($2,000,000) in the aggregate. Any deductible or self-insured retention in excess of Five Thousand Dollars ($5,000) shall be declared to the City and requires the prior approval of the City's Risk Manager. Each such policy of insurance shall: be issued by companies that hold a current policy holder's (1) alphabetic and financial size category rating of not less than A-VII, according to the current Best's Key Rating Guide or a company of equal financial stability that is approved by CITY's Risk Manager for all coverages except surety. name and list as additional insureds CITY, CITY's officers, (2) employees, and agents and, if the CITY's Risk Manager so requires, the City of San Clemente Redevelopment Agency and its officers, employees, and agents. An endorsement shall accompany the insurance certificate naming such additional insureds. 882/062266-0001 ٠. specify it acts as primary insurance and that no insurance held or (3) owned by CITY (or, if applicable, the San Clemente Redevelopment Agency) shall be called upon to cover a loss under said policy; contain a clause substantially in the following words: "it is hereby (4) understood and agreed that this policy may not be canceled or materially changed except upon thirty (30) days prior written notice to CITY of such cancellation or material change as evidenced by a return receipt for a registered letter;" cover the operations of CONTRACTOR pursuant to the terms of (5) this Agreement; and be written on an occurrence and not a claims made basis. (6) C. Professional Liability or Errors and Omissions insurance specifically designed to protect against acts, errors or omissions of the CONTRACTOR and "covered professional services" as designated in the policy must specifically include work performed under this Agreement. The policy limit shall be not less than One Million Dollars ($1,000,000) per claim and One Million Dollars ($1,000,000) in the aggregate. The policy must "pay on behalf of" the insured and must include a provision establishing the insurer's duty to defend. ☐ If this box is checked and CITY has initialed below, the requirement for Professional Liability or Errors and Omissions insurance set forth in paragraph C above is hereby waived. CITY's Initials: _____ Notwithstanding anything herein to the contrary, in the event any of CONTRACTOR's insurance as required pursuant to this Section 5.2 expires during the term of this Agreement, CITY shall withhold any payment due to CONTRACTOR hereunder until such time as CONTRACTOR obtains replacement insurance that meets all of the applicable requirements hereunder and submits certificates and endorsements evidencing such insurance to CITY. CONTRACTOR shall require all of its subcontractors to procure and maintain during the course of their subcontract work with CONTRACTOR insurance that complies with the foregoing minimum insurance requirements. CONTRACTOR shall obtain from such subcontractors and retain in its files certificates evidencing such compliance. 882/062266-0001 . . . ARTICLE 6 TERMINATION This Agreement may be terminated by CITY for any reason, with or without cause, upon written notice to CONTRACTOR. In such event, CONTRACTOR shall be compensated for all services performed and costs incurred up to the date of notification for which CONTRACTOR has not been previously compensated, plus termination expenses reasonably incurred and properly accounted for (but in no event to exceed the amount which, when combined with other amounts paid, exceeds the amount for any uncompleted task set forth in Exhibit "A", as applicable). Upon receipt of notice of termination from CITY, CONTRACTOR shall immediately stop its services, unless otherwise directed, and deliver to CITY all data, drawings, reports, estimates, summaries and such other information and materials as may have been accumulated by CONTRACTOR in the performance of this Agreement, whether completed or in process. ARTICLE 7 MISCELLANEOUS 7.1 Ownership of Documents. All reports, software programs, as well as original data collected, original reproducible drawings, plans, studies, memoranda, computation sheets and other documents assembled or prepared by CONTRACTOR or furnished to CONTRACTOR in connection with this Agreement shall be the property of CITY and delivered to CITY at completion of the project or termination of this Agreement, whichever occurs first. Copies of said documents may be retained by CONTRACTOR, but shall not be made available by CONTRACTOR to any individual or organization without the prior written approval of CITY. Any use of completed documents for projects other than that covered by this Agreement and/or any use of uncompleted documents without specific written authorization from CONTRACTOR will be at CITY's sole risk and without liability or legal exposure to CONTRACTOR. 7.2 Notices. Any notices to be given under this Agreement shall be given by enclosing the same in a sealed envelope, postage prepaid, and depositing the same in the United States mail, addressed to CONTRACTOR at 801 S, Figueroa St. Suite 1050 Los Angeles, CA 90017 , and to the City of San Clemente, _____100 Avenida Presidio, San Clemente, California 92672, Attention: Erik Sund. 7.3 Covenant Against Contingent Fees. CONTRACTOR warrants that it has not employed or retained any company or person to solicit or secure this Agreement and that it has not paid or agreed to pay any company or 882/062266-0001 ٠, person any fee or commission from the award or making of this Agreement. For breach or violation of this warranty, CITY shall have the right to annul this Agreement without liability or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of such fee or commission. 7.4 Liquidated Damages. APPLICABLE ONLY IF THIS BOX HAS BEEN CHECKED AND BOTH PARTIES HAVE INITIALED BELOW. If CITY seeks monetary damages for CONTRACTOR'S failure to complete all of the services required hereunder by the completion date set forth in Exhibit "B" (the Dollars "Completion Date"), CONTRACTOR shall be required to pay to CITY _ ($____) per day for each day beyond the Completion Date that any of such services remain uncompleted; provided, however, that nothing herein shall be deemed to limit CITY's remedy for CONTRACTOR's failure to complete all services required hereunder by the Completion Date to seeking monetary damages, and CITY shall be entitled to pursue any other equitable remedy permitted by law, including, without limitation, specific performance. THE PARTIES HERETO AGREE THAT THE AMOUNT SET FORTH IN THIS SECTON 7.4 (THE "DAMAGE AMOUNT") CONSTITUTES A REASONABLE APPROXIMATION OF THE ACTUAL DAMAGES THAT CITY WOULD SUFFER DUE TO CONTRACTOR'S FAILURE TO COMPLETE ALL OF THE SERVICES REQUIRED HEREUNDER BY THE COMPLETION DATE, CONSIDERING ALL OF THE CIRCUMSTANCES EXISTING ON THE EFFECTIVE DATE OF THIS AGREEMENT, INCLUDING THE RELATIONSHIP OF THE DAMAGE AMOUNTS TO THE RANGE OF HARM TO CITY, THAT REASONABLY COULD BE ANTICIPATED AND THE ANTICIPATION THAT PROOF OF ACTUAL DAMAGES WOULD BE COSTLY OR INCONVENIENT. THE DAMAGE AMOUNT SET FORTH IN THIS SECTION 7.4 SHALL BE THE SOLE DAMAGES REMEDY FOR CONTRACTOR'S FAILURE TO COMPLETE ALL OF THE SERVICES REQUIRED HEREUNDER BY THE COMPLETION DATE, BUT NOTHING IN THIS SECTION 7.4 SHALL BE INTERPRETED TO LIMIT CITY'S REMEDY FOR CONTRACTOR'S FAILURE TO COMPLETE ALL OF THE SERVICES REQUIRED HEREUNDER BY THE COMPLETION DATE TO SUCH A DAMAGES REMEDY. IN PLACING ITS INITIALS AT THE PLACES PROVIDED HEREINBELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY HAS BEEN REPRESENTED BY COUNSEL OR HAS HAD THE OPPORTUNITY TO BE REPRESENTED BY COUNSEL TO EXPLAIN THE CONSEQUENCES OF THE LIQUIDATED DAMAGES PROVISION AT OR PRIOR TO THE TIME EACH EXECUTED THIS AGREEMENT. CITY'S INITIALS: CONTRACTOR'S INITIALS: 882/062266-0001 . . . . . . . . . . . . . . . . . . . . Notwithstanding any of the above, nothing herein is intended to preclude the CITY's recovery of its attorney's fees and costs incurred to enforce this Section 7.4, as provided in Section 7.10 below. 7.5 Interpretation and Enforcement of Agreement. This Agreement shall be construed and interpreted both as to validity and performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted and maintained in the Superior Court of the County of Orange, State of California, or in any other appropriate court with jurisdiction in such county, and CONTRACTOR agrees to submit to the personal jurisdiction of such court. 7.6 Disputes. In the event of any dispute arising under this Agreement, the injured party shall notify the defaulting party in writing of its contentions by submitting a claim therefor. The injured party shall continue performance of its obligations hereunder so long as the defaulting party immediately commences to cure such default and completes the cure of such default with reasonable diligence and in no event to exceed 30 days after service of the notice, or such longer period as may be permitted by the injured party; provided, that if the default results in an immediate danger to the health, safety, and general welfare, CITY may take such immediate action as CITY deems warranted. 7.7 Retention of Funds. CITY may withhold from any monies payable to CONTRACTOR sufficient funds to compensate CITY for any losses, costs, liabilities or damages suffered by CITY due to default of CONTRACTOR in the performance of the services required by this Agreement. 7.8 Waiver. No delay or omission in the exercise of any right or remedy by a nondefaulting party shall impair such right or remedy or be construed as a waiver. CITY's consent or waiver of one act or omission by CONTRACTOR shall not be deemed to constitute a consent or waiver of CITY's rights with respect to any subsequent act or omission by CONTRACTOR. Any waiver by either party of any default must be in writing. Rights and Remedies are Cumulative. Except as may be expressly set forth in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies or other rights or remedies as may be permitted by law or in equity shall not preclude the exercise by such party, at the same or different times, of any other rights or remedies to which such party may be entitled. 882/062266-0001 ٠.. 7.10 Attorneys' Fees. In the event either party commences an action against the other party arising out of or in connection with this Agreement, the prevailing party in such action shall be entitled to recover its reasonable costs and expenses, including without limitation reasonable attorneys' fees and costs. Attorneys' fees shall include attorneys' fees on any appeal, and in addition, a party entitled to attorneys' fees shall be entitled to all other reasonable costs for investigating such action, including the taking of depositions and discovery, expert witness fees, and all other necessary costs incurred in the litigation, suit, or other action requiring attorney time. All such fees shall be enforceable whether or not such action is prosecuted to final judgment. 7.11 Integrated Agreement. This Agreement contains all of the agreements of the parties and cannot be amended or modified except by written agreement. No prior oral or written understanding shall be of any force or effect with respect to those matters covered in this Agreement. 7.12 Authority. The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties. [APPLICABLE TO INDIVIDUAL CONTRACTORS ONLY] 7.13 Compliance with California Unemployment Insurance Code Section 1088.8: Prior to signing the Contract, CONTRACTOR shall provide to CITY a completed and signed Form W-9, Request for Taxpayer Identification Number and Certification. CONTRACTOR understands that pursuant to California Unemployment Insurance Code Section 1088.8, the CITY will report the information from Form W-9 to the State of California Unemployment Development Department, and that the information may be used for the purposes of establishing, modifying, or enforcing child support obligations, including collections, or reported to the Franchise Tax Board for tax enforcement purposes. [End – Signature page follows] 882/062266-0001 . . . IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on the respective dates set forth opposite their signatures. CITY OF SAN CLEMENTE By: ATTEST: Its: use 20 Dated: CITY CLERK of the City of San Clemente, California APPRQVED AS TO FORM: BEST BEST & KRIEGER By: Attorney APPROVED AS TO AVAILABILITY OF FUNDING Ву: ___ Finance Authorization ("CONTRACTOR") Contractor's License Number___ By: MARCUS ALLEN Its: PARTNER Dated: August _, 2017 882/062266-0001 * n * * y EXHIBIT "A" SCOPE OF SERVICES 882/062266-0001773382.08 a08/01/17 EXHIBIT "A" . . . . . . . . . . . . . . . . . . . . EXHIBIT "B" SCHEDULE OF PERFORMANCE 882/062266-0001773382.08 a08/01/17 EXHIBIT "B" Exhibit A ENGLANDER KNABE & ALLEN Work Plan Development In the first sixty days immediately following our engagement, the EKA team will meet with the City's leadership and subject matter experts, engage in a bilateral conversation, and produce a work plan that details how the project will proceed. Based on experience, the City should expect that the work plan may be fine-tuned over the course of the project and that regular communication with the City's leadership team will occur. Research A significant investment in research is needed to make sure that the communications and outreach strategy is well-founded and metrics driven. Specifically, it is important to understand not only what public sentiment is but - more importantly - why the public feels the way they do about the project and how to move constituents to action. Understanding what groups are more or less likely to oppose the project is needed so that we can identify target audiences, develop targeted messages for each, and deliver those messages in a way that will be most compelling and effective in developing opposition. It would be futile to propose specific strategies before this comprehensive research is completed. The conclusion of the research and analysis will lead to an important strategic conversation. Specifically, an assessment of the project among the region's stakeholders and communities, the likelihood of success given the current timeframe and budget, and recommendations to fine tune the work plan and resource allocation. Communications Plan The communications plan will provide a strategic blueprint for how our team will outreach to the general public/community, elected/agency officials and their staff, media, and other stakeholder/decision-makers. Our team will conduct research and provide an analysis to determine overall messaging and as well as targeted messaging necessary for specific subgroups; develop an outreach schedule for all audiences; and identify strategies and tactics for delivery of the public outreach efforts. Based on our campaign and project issues experience, engagement will include several communications tactics such as community meetings and forums. direct mail, social media, paid advertising, third-party validators, editorial board meetings, etc. At the conclusion of the research phase, EKA will provide a comprehensive assessment summarizing our outreach efforts and polling data and will provide recommendations to the City on next steps. 801 South Figueroa Street Suite 1050 Los Angeles. CA 90017 в Telephone 213,741.1500 в Facsimile 213.747.4900 www.ekapr.com of Kalpyole Ayer's WORKER'S COMPENSATION INSURANCE CERTIFICATION Englander, Knabe & Allen Project No. WORKERS' COMPENSATION DECLARATION I hereby affirm under penalty of perjury one of the following declarations: (ONE OF THE BOXES BELOW MUST BE CHECKED) I have and will maintain a certificate of consent from the California Labor Commission to self-insure for workers' compensation, as provided for by Section 3700 of the Labor Code, for the performance of the work to be performed under this contract. 1 I have and will maintain workers' compensation insurance, as required by Section 3700 of the Labor Code, for the performance of the work to be performed under this contract. My workers' compensation insurance carrier and policy number are: Aon Risk Services, Inc of Florida Carrier Policy Number_WC 061141594 CA I certify that, in the performance of the work under this Agreement, I shall not employ any person in any manner so as to become subject to the workers' compensation laws of California, and I hereby agree to indemnify, defend, and hold harmless the City of San Clemente and all of its officials, employees, and agents from and against any and all claims, liabilities, and losses relating to personal injury or death, economic losses, and property damage arising out of my failure to provide such worker's compensation insurance. I further agree that, if I should become subject to the workers' compensation provisions of Section 3700 of the Labor Code, I shall forthwith comply with those provisions. WARNING: FAILURE TO SECURE WORKERS' COMPENSATION COVERAGE IS UNLAWFUL, AND SHALL SUBJECT AN EMPLOYER TO CRIMINAL PENALTIES AND CIVIL FINES UP TO ONE HUNDRED THOUSAND DOLLARS ($100,000), IN ADDITION TO THE COST OF COMPENSATION, DAMAGES AS PROVIDED FOR IN SECTION 3706 OF THE LABOR CODE, INTEREST, AND ATTORNEY'S FEES. Workermans' 882/062266-0001 Comp 773382.08 a08/01/17 --- . . . Dated: August , 20 17 Contracting Firm By: MARCUS ALLEN Title 8015. Figueroa St. #1080 Address LOS ANGELES, CA 90017 . Workmans' 882/062266-0001 Comp 773382.08 a08/01/17 and A to untract 1 * Baade, Joanne From: Farrell, Courtney Sent: Wednesday, August 30, 2017 3:53 PM To: Baade, Joanne Subject: FW: Professional Services Agreement Attachments: City of San Clemente PSA Exhibit A.pdf From: Farrell, Courtney Sent: Tuesday, August 29, 2017 11:48 AM To: Baade, Joanne Subject: FW: Professional Services Agreement Hi Courtney, Please find the signed attached PSA – Exhibit A to be added to our contract. Thank you! Erika Rodriguez Englander Knabe & Allen 801 South Figueroa St. Suite 1050 Los Angeles, CA 90017 T: 213-741-1500 Ext. 505 F: 213-747-4900 erodriguez@ekapr.com www.ekapr.com