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AGREEMENT
THIS AGREEMENT is made and entered into in the City of San Luis Obispo on _______________ by and
between the CITY OF SAN LUIS OBISPO, a municipal corporation, hereinafter referred to as City, and INTERWEST
CONSULTING GROUP, INC., hereinafter referred to as Consultant.
W I T N E S S E T H
WHEREAS, on March 19th, 2019, requested qualifications for Transportation On-Call Services per
Specification No. 100.50500.7227.TE.
WHEREAS, pursuant to said request, Consultant submitted a proposal that was accepted by City for said
services.
NOW THEREFORE, in consideration of their mutual promises, obligations and covenants hereina fter
contained, the parties hereto agree as follows:
1. Term. The term of this Agreement shall be from the date this Agreement is made and entered, as first written
above, until June 30, 2023 or acceptance or completion of said services.
2. Start and Completion of Work. Individual projects shall be completed in accordance with approved project
schedules.
3. Contract Term for On-Call Service Contracts. The services identified in this specification will be contracted
for by the City for two years. Actual work may extend beyond the final date.
4. Contract Extension and Cost Increases for On-call Service Contracts. The term of the contract may be
extended by mutual consent for an additional year. During this extended period, labor rates may be increased
to reflect increased labor costs and overhead at each 1 year contract anniversary, provided the City is notified of
the increases in advance. During the term of the agreement, beginning July 1, 2019, contract prices shall be
increased by a percentage equal to the percentage increase in the U.S. Consumer Price Index/All Urban
Consumers (CPI-U) from March in the previous year to March in the year of adjustment.
5. Work Delays. Should the Consultant be obstructed or delayed in the work required to be done hereunder by
changes in the work or by any default, act, or omission of the City, or by strikes, fire, earthquake, or any other
Act of God, or by the inability to obtain materials, equipment, or labor due to federal government restrictions
arising out of defense or war programs, then the time of completion may, at the City's sole option, be extended
for such periods as may be agreed upon by the City and the Consultant. In the event that there is insufficient
time to grant such extensions prior to the completion date of the contract, the City may, at the time of acceptance
of the work, waive liquidated damages that may have accrued for failure to complete on time, due to any of the
above, after hearing evidence as to the reasons for such delay, and making a finding as to the causes of same.
6. Termination. If, during the term of the contract, the City determines that the Consultant is not faithfully abiding
by any term or condition contained herein, the C ity may notify the Consultant in writing of such defect or failure
to perform. This notice must give the Consultant a 10 (ten) calendar day notice of time thereafter in which to
perform said work or cure the deficiency.
If the Consultant has not performed the work or cured the deficiency within the ten days specified in the notice,
such shall constitute a breach of the contract and the City may terminate the contract immediately by written
notice to the Consultant to said effect. Thereafter, neither party shall have any further duties, obligations,
responsibilities, or rights under the contract except, however, any and all obligations of the Consultant's surety
shall remain in full force and effect, and shall not be extinguished, reduced, or in any manner waived by the
termination thereof.
In said event, the Consultant shall be entitled to the reasonable value of its services performed from the beginning
date in which the breach occurs up to the day it received the City's Notice of Termination, minus any offset from
such payment representing the City's damages from such breach. "Reasonable value" includes fees or charges
for goods or services as of the last milestone or task satisfactorily delivered or completed by the Consultant as
may be set forth in the Agreement payment schedule; compensation for any other work, services or goods
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performed or provided by the Consultant shall be based solely on the City's assessment of the value of the work -
in-progress in completing the overall workscope.
The City reserves the right to delay any such payment until completion or confirmed abandonment of the project,
as may be determined in the City's sole discretion, so as to permit a full and complete accounting of costs. In no
event, however, shall the Consultant be entitled to receive in excess of the compensation quoted in its proposal.
If, at any time during the term of the contract, the City determines that the project is not feasible due to funding
shortages or unforeseen circumstances, the City reserves th e right to terminate the contract. Consultant will be
paid compensation due and payable to the date of termination.
7. Ability to Perform. The Consultant warrants that it possesses, or has arranged through subcontracts, all capital
and other equipment, labor, materials, and licenses necessary to carry out and complete the work hereunder in
compliance with any and all applicable federal, state, county, city, and special district laws, ordinances, and
regulations.
8. Sub-contract Provisions. No portion of the work pertinent to this contract shall be subcontracted without written
authorization by the City, except that which is expressly identified in the Consultant’s proposal. Any substitution
of sub-consultants must be approved in writing by the City. For any sub-contract for services in excess of
$25,000, the subcontract shall contain all provisions of this agreement.
9. Contract Assignment. The Consultant shall not assign, transfer, convey or otherwise dispose of the contract,
or its right, title or interest, or its power to execute such a contract to any individual or business entity of any kind
without the previous written consent of the City.
10. Inspection. The Consultant shall furnish City with every reasonable opportunity for City to ascertain that the
services of the Consultant are being performed in accordance with the requirements and intentions of this
contract. All work done and all materials furnished, if any, sha ll be subject to the City's inspection and approval.
The inspection of such work shall not relieve Consultant of any of its obligations to fulfill its contract requirements.
11. Record Retention and Audit. For the purpose of determining compliance with various laws and regulations as
well as performance of the contract, the Consultant and sub-consultants shall maintain all books, documents,
papers, accounting records and other evidence pertaining to the performance of the contract, including b ut not
limited to the cost of administering the contract. Materials shall be made available at their respective offices at
all reasonable times during the contract period and for four years from the date of final payment under the
contract. Authorized representatives of the City shall have the option of inspecting and/or auditing all records.
For Federally funded projects, access to records shall also include authorized representatives of the State and
Federal government. Copies shall be furnished if requested.
12. Conflict of Interest. The Consultant shall disclose any financial, business, or other relationship with the City
that may have an impact upon the outcome of this contract, or any ensuing City construction project. The
Consultant shall also list current clients who may have a financial interest in the outcome of this contract, or any
ensuing City construction project which will follow.
The Consultant covenants that it presently has no interest, and shall not acquire any interest —direct, indirect or
otherwise—that would conflict in any manner or degree with the performance of the work hereunder. The
Consultant further covenants that, in the performance of this work, no sub -consultant or person having such an
interest shall be employed. The Consultant certifies that no one who has or will have any financial interest in
performing this work is an officer or employee of the City. It is hereby expressly agreed that, in the performance
of the work hereunder, the Consultant shall at all times be deemed an independent Consultant and not an agent
or employee of the City.
13. Rebates, Kickbacks or Other Unlawful Consideration. The Consultant warrants that this contract was not
obtained or secured through rebates, kickbacks or other unlawful consideration, either promised or paid to any
City employee. For breach or violation of the warranty, the City shall have the right in its discretion; to terminate
the contract without liability; to pay only for the value of the work actually performed; to deduct from the contract
price; or otherwise recover the full amount of such rebate, kickback or other unlawful consideration.
14. Covenant Against Contingent Fees . The Consultant warrants by execution of this contract that no person or
selling agency has been employed, or retained, to solicit or secure this contract upon an agreement or
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understanding, for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or
bona fide established commercial or selling agencies maintained by the Consulta nt for the purpose of securing
business. For breach or violation of this warranty, the City has the right to annul this contract without liability; pay
only for the value of the work actually performed, or in its discretion, to deduct from the contract pr ice or
consideration, or otherwise recover the full amount of such commission, percentage, brokerage, or contingent
fee.
15. Compliance with Laws and Wage Rates. The Consultant shall keep itself fully informed of and shall observe
and comply with all applicable state and federal laws and county and City of San Luis Obispo ordinances,
regulations and adopted codes during its performance of the work. This includes compliance with prevailing
wage rates and their payment in accordance with California Labor Code. For purposed of this paragraph,
“construction” includes work performed during the design and preconstruction phases of construction , including
but not limited to, inspection and land surveying work.
16. Payment of Taxes. The contract prices shall include f ull compensation for all taxes that the Consultant is
required to pay.
17. Permits, Licenses and Filing Fees. The Consultant shall procure all permits and licenses, pay all charges and
fees, and file all notices as they pertain to the completion of the Consultant’s work. The City will pay all application
fees for permits required for the completion of the project including building and regulatory permit application
fees. Consultant will provide a 10 day notice for the City to issue a check.
18. Safety Provisions. The Consultant shall conform to the rules and regulations pertaining to safety established
by OSHA and the California Division of Industrial Safety.
19. Public and Employee Safety. Whenever the Consultant's operations create a condition hazardous to the public
or City employees, it shall, at its expense and without cost to the City, furnish, erect and maintain such fences,
temporary railings, barricades, lights, signs and other devices and take such other protective measures as are
necessary to prevent accidents or damage or injury to the public and employees.
20. Preservation of City Property. The Consultant shall provide and install suitable safeguards, approved by the
City, to protect City property from injury or damage. If City property is injured or damaged resulting from the
Consultant's operations, it shall be replaced or restored at the Consultant's expense. The facilities shall be
replaced or restored to a condition as good as when the Consultant began work.
21. Immigration Act of 1986. The Consultant warrants on behalf of itself and all sub -consultants engaged for the
performance of this work that only persons authorized to work in the United States pursuant to the Immigration
Reform and Control Act of 1986 and other applicable laws shall be employed in the performance of the work
hereunder.
22. Consultant Non-Discrimination. In the award of subcontracts or in performance of this work, the Consultant
agrees that it will not engage in, nor permit such sub -consultants as it may employ, to engage in discrimination
in employment of persons on any basis prohibited by State or Federal law.
23. Accuracy of Specifications. The specifications for this project are believed by the City to be accurate and to
contain no affirmative misrepresentation or any concealment of fact. Consultants are cautioned to undertake an
independent analysis of any test results in the s pecifications, as City does not guaranty the accuracy of its
interpretation of test results contained in the specifications package. In preparing its proposal, the Consultant
and all sub-consultants named in its proposal shall bear sole responsibility for proposal preparation errors
resulting from any misstatements or omissions in the specifications that could easily have been ascertained by
examining either the project site or accurate test data in the City's possession. Although the effect of ambiguities
or defects in the specifications will be as determined by law, any patent ambiguity or defect shall give rise to a
duty of Consultant to inquire prior to proposal submittal. Failure to so inquire shall cause any such ambiguity or
defect to be construed against the Consultant. An ambiguity or defect shall be considered patent if it is of such
a nature that the Consultant, assuming reasonable skill, ability and diligence on its part, knew or should have
known of the existence of the ambiguity or defect. Furthermore, failure of the Consultant or sub-consultants to
notify City in writing of specification defects or ambiguities prior to proposal submittal shall waive any right to
assert said defects or ambiguities subsequent to submittal of the proposal.
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To the extent that these specifications constitute performance specifications, the City shall not be liable for costs
incurred by the successful Consultant to achieve the project’s objective or standard beyond the amounts provided
therefor in the proposal.
In the event that, after awarding the contract, any dispute arises as a result of any actual or alleged ambiguity or
defect in the specifications, or any other matter whatsoever, Consultant shall immediately notify the City in writing,
and the Consultant and all sub-consultants shall continue to perform, irrespective of whether or not the ambiguity
or defect is major, material, minor or trivial, and irrespective of whether or not a change order, time extension, or
additional compensation has been granted b y City. Failure to provide the hereinbefore described written notice
within one (1) working day of Consultant's becoming aware of the facts giving rise to the dispute shall constitute
a waiver of the right to assert the causative role of the defect or ambiguity in the plans or specifications concerning
the dispute.
24. Hold Harmless and Indemnification.
(a) Non-design, non-construction Professional Services: To the fullest extent permitted by law (including,
but not limited to California Civil Code Sections 2782 and 2782.8), Consultant shall indemnify, defend, and hold
harmless the City, and its elected officials, officers, employees, volunteers, and agents (“City Indemnitees”),
from and against any and all causes of action, claims, liabilities, obli gations, judgments, or damages, including
reasonable legal counsels’ fees and costs of litigation (“claims”), arising out of the Consultant’s performance or
Consultant’s failure to perform its obligations under this Agreement or out of the operations condu cted by
Consultant, including the City’s active or passive negligence, except for such loss or damage arising from the
sole negligence or willful misconduct of the City. In the event the City Indemnitees are made a party to any
action, lawsuit, or other adversarial proceeding arising from Consultant’s performance of this Agreement, the
Consultant shall provide a defense to the City Indemnitees or at the City’s option, reimburse the City
Indemnitees their costs of defense, including reasonable legal fees, in curred in defense of such claims.
(b) Non-design, construction Professional Services: To the extent the Scope of Services involve a
“construction contract” as that phrase is used in Civil Code Section 2783, this paragraph shall apply in place of
paragraph A. To the fullest extent permitted by law (including, but not limited to California Civil Code Sections
2782 and 2782.8), Consultant shall indemnify, defend, and hold harmless the City, and its elected officials,
officers, employees, volunteers, and agents (“City Indemnitees”), from and against any and all causes of action,
claims, liabilities, obligations, judgments, or damages, including reasonable legal counsels’ fees and costs of
litigation (“claims”), arising out of the Consultant’s performance or Con sultant’s failure to perform its obligations
under this Agreement or out of the operations conducted by Consultant, except for such loss or damage arising
from the active negligence, sole negligence or willful misconduct of the City. In the event the City Indemnitees
are made a party to any action, lawsuit, or other adversarial proceeding arising from Consultant’s performance
of this Agreement, the Consultant shall provide a defense to the City Indemnitees or at the City’s option,
reimburse the City Indemnitees their costs of defense, including reasonable legal fees, incurred in defense of
such claims.
(c) Design Professional Services: In the event Consultant is a “design professional”, and the Scope of
Services require Consultant to provide “design prof essional services” as those phrases are used in Civil Code
Section 2782.8, this paragraph shall apply in place of paragraphs A or B. To the fullest extent permitted by law
(including, but not limited to California Civil Code Sections 2782 and 2782.8) Consultant shall indemnify, defend
and hold harmless the City and its elected officials, officers, employees, volunteers and agents (“City
Indemnitees”), from and against all claims, damages, injuries, losses, and expenses including costs, attorney
fees, expert consultant and expert witness fees arising out of, pertaining to or relating to, the negligence,
recklessness or willful misconduct of Consultant, except to the extent caused by the sole negligence, active
negligence or willful misconduct of the City. Negligence, recklessness or willful misconduct of any subcontractor
employed by Consultant shall be conclusively deemed to be the negligence, recklessness or willful misconduct
of Consultant unless adequately corrected by Consultant. In the event the City Ind emnitees are made a party to
any action, lawsuit, or other adversarial proceeding arising from Consultant’s performance of this Agreement,
the Consultant shall provide a defense to the City Indemnitees or at the City’s option, reimburse the City
Indemnitees their costs of defense, including reasonable legal fees, incurred in defense of such claims. In no
event shall the cost to defend charged to Consultant under this paragraph exceed Consultant’s proportionate
percentage of fault. However, notwithstanding the previous sentence, in the event one or more defendants is
unable to pay its share of defense costs due to bankruptcy or dissolution of the business, Consultant shall meet
and confer with other parties regarding unpaid defense costs.
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(d) The review, acceptance or approval of the Consultant’s work or work product by any indemnified party shall
not affect, relieve or reduce the Consultant’s indemnification or defense obligations. This Section survives
completion of the services or the termination of this contract. The provisions of this Section are not limited by
and do not affect the provisions of this contract relating to insurance.
25. Non-Exclusive Contract. The City reserves the right to contract for the services listed in this proposal from
other consultants during the contract term.
26. Standards. Documents shall conform to City Standards and City furnished templates shall be used.
27. Consultant Endorsement. Technical reports, plans and specifications shall be stamped and signed by the
Consultant where required.
28. Required Deliverable Products and Revisions. The Consultant will be required to provide documents
addressing all elements of the workscope. Plans shall be prepared using City’s standardized title blocks and
coversheets. Draft plans may be submitted for review using either the full D (24x36) format or a reduced 11x17
format. Consultant shall ensure that drawings and notes are clearly legible if using the reduced format.
Specifications and bid documents shall conform to standard City formats unless authorized. The City’s current
Standard Specifications and Engineering Standards must be incorporated where applicable.
City staff will review any documents or materials provided by the Consultant and, where necessary, the
Consultant will respond to staff comments and make such changes as deemed appropriate. Submittals shall
include the previous marked up submittal (returned to the Consultant) to assist in the second review. Changes
shall be made as requested or a notation made as to why the change is not appropriate.
Unless noted otherwise in the approved project work scope, consultant shall submit:
• 2 copies of the draft preliminary reports, technical studies and 50% plans and estimate
• 1 copy of the final preliminary reports, technical studies plus markups
• 2 copies of the 90% plans, specifications and estimate plus 50% markups
• 2 copy of the 100% plans, specifications and estimate plus 90% markups
• 1 copy of the final plans, specifications and estimates plus 100% markups
• 1 copy of the final record drawings after construction
All Submittals must include one electronic copy submitted in Adobe Acrobat format.
Draft reports and plan submittals shall be submitted as paper copies. Final documents shall be submitted as
camera-ready original, unbound, each page printed on only one side, including any original graphics in place and
scaled to size, ready for reproduction AND one electronic copy submitted in Adobe Acrobat format including all
original stamps and signatures
In the event the City will be compiling the final specifications, incorporating the Consultant’s work, the final
specifications will also be required to be submitted in Microsoft Word format.
Final plans will also be required to be submitted in AutoCAD
Electronic files shall be submitted on a flash drive and all files must be compatible with the Microsoft operating
system. Files may be emailed to the City in lieu of flash drive.
29. Ownership of Materials. Upon completion of all work under this contract, ownership and title to all reports,
documents, plans, specifications, and estimates produced as part of this contract will automatically be vested in
the city and no further agreement will be necessary to transfer ownership to the City. The Consultant shall furnish
the City all necessary copies of data needed to complete the review and approval process.
It is understood and agreed that all calculations, drawings and specifications, whether in hard copy or machine
readable form, are intended for one-time use in the construction of the project for which this contract has been
entered into.
The Consultant is not liable for claims, liabilities, or losses arising out of, or connected with the modification, or
misuse by the City of the machine-readable information and data provided by the Consultant under this
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agreement. Further, the Consultant is not liable for claims, liabilit ies, or losses arising out of, or connected with
any use by City of the project documentation on other projects, except such use as may be authorized in writing
by the Consultant.
30. Release of Reports and Information. Any reports, information, data, or other material given to, prepared by or
assembled by the Consultant as part of the work or services under these specifications shall be the propert y of
City and shall not be made available to any individual or organization by the Consultant without the prior written
approval of the City.
The Consultant shall not issue any news release or public relations item of any nature, whatsoever, regarding
work performed or to be performed under this contract without prior review of the contents thereof by the City
and receipt of the City’s written permission.
31. Copies of Reports and Information. If the City requests additional copies of reports, drawings, spec ifications,
or any other material in addition to what the Consultant is required to furnish in limited quantities as part of the
work or services under these specifications, the Consultant shall provide such additional copies as are requested,
and City shall compensate the Consultant for the costs of duplicating of such copies at the Consultant's direct
expense.
32. Attendance at Meetings And Hearings. Consultant shall attend as many "working" meetings with staff as
necessary to accomplish the workscope tasks. Consultant shall attend workshops with the public, and City
commission, committee or Council meetings as identified in the individual project scoping.
33. Permit and Filing Fees. The Consultant shall procure all permits, and licenses, pay all charges an d fees and
file all notices necessary as they pertain to the completion of the Consultant’s work. The City will pay all
application fees for permits required for the completion of the project work. The City requires a 10 day notice to
issue a check.
34. Project Proposal Submittal. Upon completion of the project scoping meeting, the Consultant shall submit a
proposed workscope, compensation and schedule within 10 working days. The cost proposal shall include all
costs including miscellaneous direct cost items.
35. Consultant Invoices. The Consultant shall deliver a monthly invoice to the City, itemized by project work phase
or, in the case of on-call contracts, by project title. Invoice must include a breakdown of hours billed and
miscellaneous charges and any sub-consultant invoices, similarly broken down, as supporting detail.
36. Payment. For providing services as specified in this Agreement, City will pay and Consultant shall receive
therefore compensation in a total sum not to exceed the individual agreed upon project fee. Should the
Consultant’s designs, drawings or specifications contain errors or deficiencies, the Consultant shall be required
to correct them at no increase in cost to the City.
For on-call services, the City will pay and the Consultant shall receive compensation as agreed to on a project
by project basis.
The Consultant shall be reimbursed for hours worked at the hourly rates attached to this agreement. Hourly rates
include direct salary costs, employee benefits, overhead and fee. In addition, the Consultant shall be reimbursed
for direct costs other than salary and vehicle cost that have been identified and are attached to this ag reement.
The Consultant’s personnel shall be reimbursed for per diem expenses at a rate not to exceed that currently
authorized for State employees under State Department of Personnel Administration rules.
37. Payment Terms. The City's payment terms are 30 days from the receipt and approval of an original invoice and
acceptance by the City of the materials, supplies, equipment or services provided by the Consultant (Net 30).
38. Resolution of Disputes. Any dispute, other than audit, concerning a question of fact arising under this contract
that is not disposed of by agreement shall be decided by a committee consisting of the City’s Project Manager
and the City Director of Public Works, who may consider written or verbal information submitted by the
Consultant. Not later than thirty days after completion of all deliverables necessary to complete the plans,
specifications and estimate, the Consultant may request review by the City Council of unresolved claims or
disputes, other than audit, in accordance with Chapter 1.20 Appeals Procedure of the Municipal Code.
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Any dispute concerning a question of fact arising under an audit of this contract that is not disposed of by
agreement, shall be reviewed by the City’s Chief Fiscal Officer. Not later than 30 days after issuance of the final
audit report, the Consultant may request a review by the City’s Chief Fiscal Officer of unresolved audit issues.
The request for review must be submitted in writing.
Neither the pendency of a dispute, nor its consideration by the City will excuse the consultant from full and timely
performance in accordance with the terms of this contract.
39. Agreement Parties.
City: Jennifer Rice
City of San Luis Obispo
919 Palm Street
San Luis Obispo, CA 93401
Consultant: James G. Ross
Interwest Consulting Group, Inc.
15140 Transistor Lane
Huntington Beach, CA 92649
All written notices to the parties hereto shall be sent by United States mail, postage prepaid by registered or
certified mail addressed as shown above.
40. Incorporation by Reference. City Request for Proposal Specification No. 100.50500.7227.TE and Consultant's
proposal April 17, 2019 are hereby incorporated in and made a part of this Agreement.
41. Amendments. Any amendment, modification or variation from the terms of this Agreement shall be in writing
and shall be effective only upon approval by the Traffic Manager.
42. Working Out of Scope. If, at any time during the project, the consultant is directed to do work by persons other
than the City Project Manager and the Consultant believes that the work is outside of the scope of the original
contract, the Consultant shall inform the Project Manager immediately. If the Project Manager and Consultant
both agree that the work is outside of the project scope and is necessary to the successful completion of the
project, then a fee will be established for such work based on Consultant's hourly billing rates or a lump sum price
agreed upon between the City and the Consultant. Any extra work performed by Consultant without prior written
approval from the City Project Manager shall be at Consultant's own expense.
43. Complete Agreement. This written agreement, including all writings specifically incorporated herein by
reference, shall constitute the complete agreement between the parties hereto. No oral agreement,
understanding or representation not reduced to writing and specifically incorporated herein shall be of any force
or effect, nor shall any such oral agreement, understanding or representation be binding upon the parties hereto.
For and in consideration of the payments and agreements hereinbefore mentioned to be made and performed
by City, Consultant agrees with City to do everything required by this Agreement, the said specification and
incorporated documents.
Authority to Execute Agreement. Both City and Consultant do covenant that each individual executing this
agreement on behalf of each party is a person duly authorized and empowered to execute Agreements f or such
party.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed the day and year first above
written.
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CITY OF SAN LUIS OBISPO: CONSULTANT:
Interwest Consulting Group, Inc.
__________________________________
Derek Johnson, City Manager By: James G. Ross
Public Works Group Leader
APPROVED AS TO FORM:
__________________________________
Christine Dietrick, City Attorney By: Michael Kashiwagi
Chief Operations Officer
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