Pasadena Center Operating Company

REQUEST FOR PROPOSALS

DRAFT

CONSULTANT SERVICES TO PREPARE AN ECONOMIC FEASIBILITY, CONCEPTUAL ROUTE

ALIGNMENT AND FINANCING ANALYSIS OF A PASADENA STREETCAR LINE

JANUARY 15, 2009 Revised per Addendum #1 January 26, 2009

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REQUEST FOR PROPOSALS

TABLE OF CONTENTS

Notice Regarding Disclosure of Contents of DocumentSection 1.0 Invitation for Proposals 4Section 2.0 Definitions 5Section 3.0 Background 6Section 4.0 Scope of Work 6Section 5.0 General Requirements 8Section 6.0 Evaluation Procedures and Criteria 9Section 7.0 Contents of Proposal 10Section 8.0 Instructions and Questions 11Section 9.0 Addenda 11Section 10.0 Certificate of Insurance 11Section 11.0 Equal Employment Opportunity in Contracting 12Section 12.0 Proof of Authority 12Section 13.0 Withdrawal of Proposal 12Section 14.0 Assignment 12Section 15.0 Firm Commitment of Availability of Service 12Section 16.0 Reservations 12Section 17.0 Affidavit of Non-Collusion 13Section 18.0 Documents to be Construed Together 13Section 19.0 Errors and Omissions 13Section 20.0 RFP Not Contractual 13Section 21.0 Standard Terms and Conditions 13Section 22.0 Patent, Copyright, Trade Secret and Trademark Fees 13Section 23.0 Taxes 13Section 24.0 Taxpayer Protection Amendment 13

Attachments

Exhibit A – Proof of InsuranceExhibit B – Affidavit of Non-CollusionExhibit C – Standard ContractExhibit D – Taxpayer Protection Disclosure

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NOTICE REGARDING DISCLOSUREOF CONTENTS OF DOCUMENT

All responses to this Request for Proposal (RFP) accepted by the Pasadena CenterOperating Company (PCOC) shall become the exclusive property of the PCOC. Atsuch time as PCOC selects a contractor, all proposals accepted by PCOC shallbecome a matter of public record and shall be regarded as public, with the exception ofthose elements of each proposal which are defined by the contractor as business ortrade secrets and plainly marked as “Trade Secret”, “Confidential” or “Proprietary”.Each element of a proposal which a contractor desires not to be considered a publicrecord must be clearly marked as set forth above, and any blanket statement (i.e.regarding entire pages, documents or other non-specific designations) shall not besufficient and shall not bind PCOC in any way whatsoever. If disclosure is required orpermitted under the California Public Records Act or otherwise by law, PCOC shall notin any way be liable or responsible for the disclosure of any such records or partthereof.

Revised per Addendum #1 January 26, 2009

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REQUEST FOR PROPOSALS CONSULTANT SERVICES TO PREPARE

AN ECONOMIC FEASIBILITY, CONCEPTUAL ROUTE ALIGNMENT AND FINANCING ANALYSIS OF A PASADENA STREETCAR LINE

1.0 INVITATION FOR PROPOSALS

The Pasadena Center Operating Company (PCOC) is seeking proposals from qualified contractors for professional and technical services to evaluate the economic potential and possible financing of a streetcar line that would link the several business nodes in the Central District of Pasadena. The PCOC is seeking a contractor with the technical expertise to determine the economic feasibility, preliminary costs and possible funding mechanisms for a streetcar line serving downtown Pasadena. The study should focus on the economic and fiscal effects of a streetcar (rather than the design and engineering details) to answer the following critical questions: • What is the benefit for the City of Pasadena, its residents, businesses and

property owners? • What is the long term cost to the City of Pasadena, its residents,

businesses and property owners? • What options are available to finance that cost and how would potential

financing mechanisms affect the City of Pasadena, its residents, businesses and property owners?

To be accepted and considered, eight (8) original copies of the proposal must be received no later then 4:00 pm on Friday, February 27. Proposals received after this deadline will not be considered. The contract will be for an amount not to exceed $100,000 with a projected completion date of December 31, 2009. Proposals shall be submitted to:

Michael Ross, CEO Pasadena Center Operating Company 300 E. Green Street Pasadena, CA 91101

The outside of the submittal package must be clearly marked “Proposal for Feasibility Analysis of a Pasadena Streetcar Line.” Submission of a proposal shall constitute acknowledgement and acceptance of all terms and conditions contained in this RFP and all exhibits and attachments hereto.

Revised per Addendum #1 January 26, 2009

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The schedule for this contract is: Distribution of RFP January 15, 2009

Responses to Inquiries Sent Out January 30, 2009

Proposals Due February 27, 2009

Interviews if Required March 9-13, 2009

Selection of Contractor March 27, 2009

First Draft of Study Due November 30, 2009

Final Study Due December 31, 2009 Responses to any inquiries received will be sent out via e-mail (or faxed if requested) by January 30.

2.0 DEFINITIONS

A. PCOC means the Pasadena Center Operating Company.

B. PCOC Staff means the employees of the Pasadena Center Operating Company.

C. City Staff means the employees of the City of Pasadena, California.

D. Contractor means the person, firm or corporation selected by PCOC to

provide the services outlined in this RFP or the agent or legal representative who may be appointed to represent such person, firm or corporation in the signing and performance of the contract.

E. Proposal means all narrative, documents, reports, forms, supplemental

material and other items sent to the City in response to this RFP.

F. Proposer means the person, firm or corporation submitting a proposal in response to this RFP.

G. Request for Proposals (RFP) means all narrative, documents, reports, forms,

supplemental material, exhibits, attachments, addenda and other items referenced in this document.

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3.0 BACKGROUND

The City of Pasadena has a population of approximately 146,000 and is visitedby millions of people annually. It is located about 10 miles northeast of LosAngeles and encompasses a total of 23 square miles. The Central District ofPasadena encompasses four business areas: Old Pasadena, Civic Center,Playhouse and South Lake (see attached map). Each of these business areas isunique and while, close together, the areas are sufficiently far apart that visitorstend not to walk among them. The City of Pasadena encourages a “park onceand walk” approach in each of the individual districts through the provision ofshared public parking. The distribution of parking facilities across the fourdistricts is not uniform with the majority of public facilities being provided in theOld Pasadena and Civic Center areas.

Pasadena is facing increased challenges from new retail centers in adjacentcommunities (Glendale, Arcadia) that are affecting the historic regional draw ofPasadena’s businesses.

There is a desire to establish better linkages among the business areas in theCentral District of Pasadena to both enhance connectivity and to increase theregional destination value of the Central District as a whole. The concept of anL-shaped streetcar route from Old Pasadena to South Lake has been putforward as a means of more closely linking the four districts by expanding thereach of walk trips among the districts and by expanding the reach of the “parkonce” strategy that the City of Pasadena has established within each district.While an L-shaped route would meet the immediate connectivity needs of thefour business areas, there are destinations and major institutions (CaliforniaInstitute of Technology and Pasadena City College) in the areas adjacent to thefour business areas that could benefit from a larger streetcar system.

Pasadena differs from many of the other cities that have implemented streetcars,particularly from the standpoint that the area to be served by the streetcar line isalready developed and already covered by one of four existing benefitassessment districts. Additionally, there are limitations imposed by eventsunique to Pasadena, such as the Tournament of Roses Parade, that will affectrouting, vehicle type, operations and cost that need to be addressed.

4.0 SCOPE OF WORK

4.1 Project Purpose

The purpose of the project is to provide the following:

Estimates of the economic value to the City of Pasadena, its businesses,residents and property owners, of the streetcar line

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Conceptual construction cost and annualized operating cost of a streetcarline for downtown Pasadena

Financial tools and strategies which might be utilized in implementing thestreetcar concept and analysis of the capacity of up to three specific keylocal source financial tools for meeting the project’s funding needs, and ofthe appropriate application of each such tool to either capital funding,operations funding, or both.

The project should use a best practices approach that draws from a review of theconstruction and operating practices of three to five successfully operatingstreetcar systems in the United States.

4.2 Economic Value Analysis

The purpose of this task is to estimate the economic value of a streetcar toPasadena’s Central District. Elements to be considered in this analysis includethe following:

Analysis of the economic impact of the streetcar on retail sales in each of thefour business areas and the general business climate, particularly with regardto how the regional competitiveness/attractiveness of Pasadena may beenhanced. This task needs to consider hotel occupancies, conferenceattractiveness and tourism implications.

Analysis of the potential land-use impacts and opportunities for growth alongthe streetcar line

Analysis of potential increases in property values and tax revenues createdthrough development growth and investment spurred on through the streetcarline

An estimate of the opportunity costs of enhancing the park-once strategy andnot having to construct additional public parking in the Central District.

The above analyses should be expressed as annual and cumulative impactsover a 20-year time horizon in constant dollars.

4.3 Construction/Operation Cost Analysis

This purpose of this task is to determine general estimates of construction costand annualized operating cost of a streetcar line linking the four business areas.This portion of the study would identify a likely initial alignment and the range ofvehicle, guideway and power system types for costing purposes. Major utility orother conflicts that would affect cost of construction and route would be identifiedand used to define a range of potential costs.

It will be important to limit the cost/effort of this task to the minimum necessary todefine a likely range of costs. This task is not intended to replace a larger

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community-based study that would address streetcar routes, vehicle types,system configuration and initial segments. Rather, this task should provide inputfor the other components of the study to allow them to address the balance ofvalue and cost.

4.4 Financial Tools

The purpose of this task is an analysis of the financial tools and strategies whichmight be used to fund a streetcar line. This task is expected to draw from areview of tools used by other cities and would include an analysis of the capacityof several key local sources for meeting the project’s funding needs and of theappropriate application of each such tool to either capital funding, operationsfunding, or both.

4.5 Report and Documentation

Each of the above tasks would require a Technical Memorandum that describesthe methods and findings of each task and a PowerPoint presentation thatsummarizes each Technical Memorandum.

A Final Report will be prepared that is comprised of the Technical Memoranda,an Executive Summary and Appendices that document the methodology,findings, and recommendations.

The Technical Memoranda and the Final Report shall be provided in a Microsoft-compatible electronic format version and a PDF format version.

5.0 GENERAL REQUIREMENTS

PCOC intends to award the professional services contract for this project to oneconsulting firm. A single Project Manager will be designated by the consultingfirm to manage and coordinate all consultant services related to the Study. Thedesignated Project Manager shall be the primary point of contact with PCOCstaff and representatives and may be called upon to support PCOC at meetingsas needed.

A proposal package shall be submitted to PCOC by each contractor and shallinclude a detailed scope of work and cost proposal. Proposal packages shall besubmitted in a sealed envelope clearly marked with the consulting firm’s name,address and telephone number. In addition, the envelope shall be clearlymarked “Proposal for Feasibility Analysis of a Pasadena Streetcar Line.”

5.1 City Provided Services

The City will provide to the selected contractor existing parcel and revenue data.The City will provide this data at no cost to the contractor. However, the Cityassumes no responsibility for the accuracy of any information supplied. Thecontractor shall be responsible for evaluation of all information supplied by the

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City. All information supplied by the City shall remain the property of the City ofPasadena and shall remain confidential and stored in such a way as to preserveits confidentiality and then be returned to the City of Pasadena upon completionof the contract.

6.0 EVALUATION PROCEDURES AND CRITERIA

All proposals will be reviewed by PCOC to determine if they contain the minimumessential requirements outlined in the RFP, including instructions governingsubmission and compliance with standard requirements. Those proposalsdeemed non-responsive will be disqualified without further evaluation, and theproposer will be immediately informed.

Evaluation of the proposals will be based on the qualifications-based selectionprocess in which the evaluation of proposals will not be limited to price alone.Each proposal shall be scored on a 100-point scale and will be evaluated basedon the following criteria:

A. Firm’s Qualifications (30 Points)

Demonstrated capability on similar recent projects

Management, experience and organization capabilities

References

B. Project Understanding and Approach (30 Points)

Demonstrated knowledge of the project and identification of potential issues

Clearly stated methodology for accomplishing the study

Work plan for timely and efficient completion of the project

C. Price (30 Points)

D. Local Pasadena Business Preference (5 Points)

The City of Pasadena and PCOC have historically required that thequalifications-based selection process for City and PCOC contracts include a5% local preference rating criteria that encourages local employmentpractices.

E. Small and Micro-Business Preference (5 Points)

Small and micro-business preference. Proposers that have been certified bythe State of California as a small or micro-business shall receive a 5%preference.

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7.0 CONTENTS OF PROPOSAL

Proposals must include, but need not be limited to, the following information:

7.1 Experience of Firm

Provide information about the experience of the firm and how long it has been inbusiness. The proposal shall include at least three recent projects of similar sizeand scope to the one described in this RFP.

7.2 Team Organization

Provide an organization chart showing key members of the contractor projectteam. Provide the names and functions of key project staff that will be assignedto perform the work, including the project manager, task/discipline leaders andother key staff that will be assigned to the project. Include experience andqualifications of key team members. Also include the name and contactinformation of the person authorized to represent the firm in the RFP process.

7.3 References

Provide a list of at least three clients, including contact information, for whichsimilar or comparable services to those described in this RFP were performedwithin the past five years.

7.4 Project Understanding and Approach

Describe the methodology that will be used to accomplish the project scope ofwork in a timely and efficient manner. Identify and briefly discuss key issuesspecific to this project that are considered critical to completing the project onschedule and within budget. Discuss how the key issues will be managed.

7.5 Work Plan/Schedule

The contractor’s plan for successful and timely completion of the project iscritical. The proposal shall include a detailed work plan and schedule as well asa description of tasks, subtasks and deliverables that will be provided by thecontractor.

7.6 Price

Include a complete and detailed listing of the proposal cost. At a minimum, thisshall include an itemized account of all management/personnel rates and feeswhich will be directly or indirectly charged to the project; an itemized summary ofall anticipated expenses; and a detailed summary of hourly pay rates forpersonnel assigned to this project.

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The relationship between direct labor charges and overhead charges will be afactor in the review of price information.

7.7 Local Pasadena Business Preference

Pasadena is committed to promoting the economic health and well being of itsresidents. Indicate if the firm’s headquarters are located in the City of Pasadenaand if the firm agrees to recruit Pasadena residents initially and to give thempreference, if all other factors are equal, for any new positions which result fromthe performance of this contract.

7.8 Small and Micro-Business Preference

Evidence of certification from the State of California as a small or micro-business, if claiming such preference.

8.0 INSTRUCTIONS AND QUESTIONS

Questions regarding this RFP may be directed only to the person designatedbelow. Do not contact any other City or PCOC employee or official regarding thisRFP.

Fred Dock, DirectorCity of PasadenaDepartment of Transportation221 E. Walnut Street, Suite 210Pasadena, CA 91101Phone (626) 744-6450FAX (626) 744-7478E-mail fdock@cityofpasadena.net

9.0 ADDENDA

Any interpretation or correction of this RFP will be made only by addendum.Copies of such addenda will be mailed or delivered to those persons who havereceived an RFP.

10.0 CERTIFICATE OF INSURANCE

Proof of liability insurance is not required to be submitted with your proposal, butwill be required prior to the award of the contract. A copy of the PCOC standardhas been attached as Exhibit A.

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11.0 EQUAL EMPLOYMENT OPPORTUNITY IN CONTRACTING

Policy - The PCOC is committed to a policy of Equal Employment Opportunity inContracting. Qualified businesses owned by women, minorities, and disabledpersons are encouraged to submit bids or proposals. Contractors expresslyagree to comply with the City's ordinances and regulations regarding EqualEmployment Opportunity in Contracting.

Compliance – To the extent permitted by law, the contractor expressly agrees toestablish compliance with the Pasadena Municipal Code and the Rules andRegulations adopted pursuant to it.

The successful bidder may be required to submit documentation during the termof the contract to evidence ongoing compliance with the Pasadena MunicipalCode, California statutory law, as well as other applicable legal authorities. Suchdocumentation may include, but not be limited to, certified payroll records.

Questions regarding the Pasadena Municipal Code may be directed to the Cityof Pasadena Department of Finance, Purchasing and Payables Division, at (626)744-6755.

12.0 PROOF OF AUTHORITY

If the proposer is a corporation, formal proof of the authority of the officer signingthe bidder's proposal to bind the corporation must be submitted with saidproposal. A copy of the corporate resolution or minutes can be adequate proof.A simple letter is not sufficient.

13.0 WITHDRAWAL OF PROPOSAL

Any bidder may withdraw its proposal, either personally or by telephonic orwritten request, at any time prior to the due date for proposal submittal.

14.0 ASSIGNMENT

Inasmuch as this agreement is intended to secure the specialized services of thecontractor, the contractor may not assign, transfer, delegate or subcontract anyinterest herein without the prior written consent of PCOC.

15.0 FIRM COMMITMENT OF AVAILABILITY OF SERVICE

Once a proposal is opened, a proposer is expected to maintain an availability ofservice as set forth in its proposal for at least four months after due date forsubmitting proposals.

16.0 RESERVATIONS

PCOC reserves the right to reject any or all bids and any item or items therein,and to waive any non-conformity of proposals with this RFP, whether of atechnical or substantive nature, as the interest of PCOC may require.

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17.0 AFFIDAVIT OF NON-COLLUSION

Each proposer shall submit a single copy of the Affidavit of Non-Collusionincluded herein as Exhibit B.

18.0 DOCUMENTS TO BE CONSTRUED TOGETHER

The RFP, the proposal, and all documents referred to in the RFP, and allmodifications of said documents, shall be construed together as one document.

19.0 ERRORS AND OMISSIONS

Proposer and/or the contractor shall not be allowed to take advantage of anyerrors or omissions in the RFP. Full instructions will be given if such error oromission is discovered and timely called to the attention of PCOC.

20.0 RFP NOT CONTRACTUAL

Nothing contained in this RFP shall create any contractual relationship betweenthe proposer and PCOC. PCOC accepts no financial responsibility for costsincurred by any proposer regarding this RFP.

21.0 STANDARD TERMS AND CONDITIONS

Prior to the award of any work hereunder, PCOC and contractor shall enter intothe written contract attached hereto as Exhibit C. Proposers responding to thisRFP are strongly advised to review all the terms and conditions of the contract.

22.0 PATENT, COPYRIGHT, TRADE SECRET AND TRADEMARK FEES

Each proposer shall include in the price bid any patent fees, royalties andcharges on any patented article or process to be furnished or used in theprosecution of the work.

23.0 TAXES

Price bid shall include all federal, state, local and other taxes if applicable.

24.0 TAXPAYER PROTECTION AMENDMENT

Under the provisions of the City of Pasadena Taxpayer Protection Amendmentof 2000 ("Taxpayer Protection Act"), the Contractor will be considered a"recipient of a public benefit." The full provisions of the Taxpayer Protection Actare set forth in Pasadena City Charter, Article XVII. Under the TaxpayerProtection Act, PCOC and City public officials who approve this Contract areprohibited from receiving gifts, campaign contributions or employment fromContractor for a specified time. This prohibition extends to individuals andentities that are specified and identified in the Taxpayer Protection Act andincludes Contractor and its trustees, directors, partners, corporate officers and

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those with more than a 10% equity, participation, or revenue interest inContractor. Contractor understands and agrees that: (A) Contractor is aware ofthe Taxpayer Protection Act; (B) Contractor will complete and return the formsprovided by the City in order to identify all of the recipients of a public benefitspecified in the Taxpayer Protection Act; and (C) Contractor will not make anyprohibited gift, campaign contribution or offer of employment to any public officialwho approved this Contract. A Taxpayer Protection Disclosure form is attachedas Exhibit D.

Exhibit A

Exhibit B

Exhibit C

3.2 Contractor shall not subcontract any services to be

performed by it under this Contract without prior written approval of

PCOC.

3.3 All of the services required hereunder will be performed by

Contractor or by PCOC-approved subcontractors. Contractor, and all

personnel engaged in the work, shall be fully qualified and authorized

or permitted under State and local law to perform such services and

shall be subject to approval by the PCOC.

4.0 TIME OF PERFORMANCE.

4.1 Contractor shall commence its services immediately upon

execution of this Contract, and shall complete the services on or

before ............. .

4.2 The time for performing the services may only be extended

in writing by PCOC, and only upon a showing of good cause, in the

PCOC's sole discretion.

5.0 COMPENSATION AND FEES.

5.1 For satisfactory and timely performance of the services,

PCOC will pay Contractor for direct labor costs in accordance with the

rates set forth in Exhibit ..., attached hereto and incorporated by

reference.

5.2 In addition to the direct labor costs, other direct costs,

necessary for completion of the work, shall be paid for at actual

cost. Such costs shall include, but not be limited to, printing,

postage, telephone, travel, computer usage and subcontractors. These

direct costs shall not exceed the total amount of ___________ without

the prior authorization of the PCOC.

5.3 Contractor's total compensation under this Contract,

including change orders, shall not exceed $__________ without the

prior authorization of the PCOC.

6.0 PAYMENT.

6.1 On the first day of each calendar month during the Contract

term, Contractor shall submit to the PCOC an invoice for the services

completed, authorized expenses, and authorized extra work actually

performed or incurred during the immediately preceding calendar month.

6.2 Each such invoice shall state the basis for the amount

invoiced, including the services completed, the number of hours spent,

reimbursable expenses incurred and any extra work performed.

6.3 Contractor shall also submit a progress report with each

invoice that describes in reasonable detail the services and the extra

work, if any, performed in the immediately preceding calendar month.

6.4 PCOC will pay Contractor the amount invoiced within thirty

(30) days after the PCOC approves the invoice.

6.5 Payment of such invoices shall be payment in full for all

services, authorized costs and authorized extra work covered by that

invoice.

7.0 CHANGE ORDERS.

7.1 No payment for extra services caused by a change in scope

of work or complexity of work, or for any other reason, shall be made

unless and until such extra services and a price therefore have been

previously authorized in writing and approved by PCOC as a written

change order. The change order shall set forth the changes of work

and extension of time for preparation and adjustment of the fee to be

paid by PCOC to Contractor.

8.0 PCOC'S RESPONSIBILITY. PCOC shall cooperate with Contractor as

may be reasonably necessary for Contractor to perform its services;

and will give any required decisions as promptly as practicable so as

to avoid unreasonable delay in the progress of Contractor's services.

9.0 GENERAL TERMS AND CONDITIONS.

9.1 INDEPENDENT CONTRACTOR.

9.1.1 It is understood that in the performance of the

services herein provided for, Contractor shall be, and is, an

independent contractor, and is not an agent or employee of PCOC and

shall furnish such services in its own manner and method except as

required by this Contract. Further, Contractor has and shall retain

the right to exercise full control over the employment, direction,

compensation and discharge of all persons employed by Contractor in

the performance of the services hereunder. Contractor shall be solely

responsible for, and shall indemnify, defend and save PCOC harmless

from all matters relating to the payment of its employees, including

compliance with social security, withholding and all other wages,

salaries, benefits, taxes, exactions, and regulations of any nature

whatsoever.

9.1.2 Contractor acknowledges that Contractor and any

subcontractors, agents or employees employed by Contractor shall not,

under any circumstances, be considered employees of the PCOC, and that

they shall not be entitled to any of the benefits or rights afforded

employees of PCOC, including, but not limited to, sick leave, vacation

leave, holiday pay, Public Employees Retirement System benefits, or

health, life, dental, long-term disability or workers' compensation

insurance benefits.

9.2 CONTRACTOR NOT AGENT. Except as the PCOC may authorize in

writing, Contractor and its subcontractors shall have no authority,

express or implied, to act on behalf of or bind the PCOC in any

capacity whatsoever as agents or otherwise.

9.3 OWNERSHIP OF WORK. All reports, drawings, plans,

specifications, computer tapes, floppy disks and printouts, studies,

memoranda, computation sheets and other documents prepared by

Contractor in furtherance of the work shall be the sole property of

PCOC and shall be delivered to PCOC whenever requested. Contractor

shall keep such documents and materials on file and available for

audit by the PCOC for at least three (3) years after completion or

earlier termination of this Contract. Contractor may make duplicate

copies of such materials and documents for its own files or for such

other purposes as may be authorized in writing by the PCOC.

9.4 CORRECTION OF WORK. Contractor shall promptly correct any

defective, inaccurate or incomplete tasks, deliverables, goods,

services and other work, without additional cost to the PCOC. The

performance or acceptance of services furnished by Contractor shall

not relieve the Contractor from the obligation to correct subsequently

discovered defects, inaccuracy or incompleteness.

9.5 WAIVER. The PCOC's waiver of any term, condition, breach

or default of this Contract shall not be considered to be a waiver of

any other term, condition, default or breach, nor of a subsequent

breach of the one waived.

9.6 SUCCESSORS. This Contract shall inure to the benefit

of, and shall be binding upon, the parties hereto and their respective

heirs, successors and/or assigns.

9.7 NO ASSIGNMENT. Contractor shall not assign or transfer

this Contract or any rights hereunder without the prior written

consent of the PCOC and approval by the PCOC Attorney, which may be

withheld in the PCOC's sole discretion. Any unauthorized assignment

or transfer shall be null and void and shall constitute a material

breach by the Contractor of its obligations under this Contract. No

assignment shall release the original parties or otherwise constitute

a novation.

9.8 COMPLIANCE WITH LAWS. Contractor shall comply with all

Federal, State, County and PCOC laws, ordinances, rules and

regulations, which are, as amended from time to time,

incorporated herein and applicable to the performance hereof.

9.9 ATTORNEY'S FEES. If any action at law or in equity is

brought to enforce or interpret the terms of this Contract,

the prevailing party shall be entitled to reasonable

attorney's fees, costs and necessary disbursements in

addition to any other relief to which such party may be

entitled.

9.10 INTERPRETATION.

9.10.1 Applicable Law. This Contract, and the

rights and duties of the parties hereunder (both procedural and

substantive), shall be governed by and construed according to

the laws of the State of California.

9.10.2 Entire Agreement. This Contract, including

any Exhibits attached hereto, constitutes the entire agreement

and understanding between the parties regarding its subject

matter and supersedes all prior or contemporaneous negotiations,

representations, understandings, correspondence, documentation

and agreements (written or oral).

9.10.3 Written Amendment. This Contract may only

be changed by written amendment signed by Contractor and the

PCOC Chief Executive Officer or other authorized representative

of the PCOC, subject to any requisite authorization by the PCOC.

Any oral representations or modifications concerning this

Contract shall be of no force or effect.

9.10.4 Severability. If any provision in this

Contract is held by any court of competent jurisdiction to be

invalid, illegal, void, or unenforceable, such portion shall be

deemed severed from this Contract, and the remaining provisions

shall nevertheless continue in full force and effect as fully as

though such invalid, illegal, or unenforceable portion had never

been part of this Contract.

9.10.5 Order of Precedence. In case of conflict

between the terms of this Contract and the terms contained in

any document attached as an Exhibit or otherwise incorporated by

reference, the terms of this Contract shall strictly prevail.

The terms of the PCOC's Request for Proposals shall control over

the Contractor's proposal.

9.10.6 Choice of Forum. The parties hereby agree

that this Contract is to be enforced in accordance with the laws

of the State of California, is entered into in the City of

Pasadena and that all claims or controversies arising out of or

related to performance under this Contract shall be submitted to

and resolved in a forum within the County of Los Angeles at a

place to be determined by the rules of the forum.

9.10.7 Duplicate Originals. There shall be two

(2) fully signed copies of this Contract, each of which shall be

deemed an original.

9.11 TIME OF ESSENCE. Time is strictly of the essence of

this Contract and each and every covenant, term and provision

hereof.

9.12 AUTHORITY OF CONTRACTOR. The Contractor hereby

represents and warrants to the PCOC that the Contractor has the

right, power, legal capacity PCOC and authority to enter into

and perform its obligations under this Contract, and its

execution of this Contract has been duly authorized.

9.13 ARBITRATION OF DISPUTES. Any dispute for under

$25,000 arising out of or relating to the negotiation,

construction, performance, non-performance, breach or any other

aspect of this Contract, shall be settled by binding arbitration

in accordance with the Commercial Rules of the American

Arbitration Association at Los Angeles, California and judgment

upon the award rendered by the Arbitrators may be entered in any

court having jurisdiction thereof. The PCOC does not waive its

right to object to the timeliness or sufficiency of any claim

filed or required to be filed against the PCOC and reserves the

right to conduct full discovery.

9.14 INDEMNITY..

9.14.1 Consultant agrees to indemnify, hold harmless, and

defend (even if the allegations are false, fraudulent or

groundless), to the maximum extent permitted by law, the PCOC

and the City of Pasadena, and their officers, directors,

employees, City Council and commission members and

representatives, from any and all liability, loss, suits,

claims, damages, costs, judgments and expenses (including

attorney's fees and costs of litigation) which in whole or in

part result from, or arise out of, or are claimed to result from

or to arise out of:

A. Any activity on or use of PCOC or City of

Pasadena premises or facilities or any performance under this

Contract, or

B. Any acts, errors or omissions (including,

without limitation, professional negligence) of Consultant, its

employees, representatives, subcontractors, or agents in

connection with the performance of this Contract.

9.14.2 As to professional Errors and Omissions (errors and

omissions traditionally covered under a Professional Errors and

Omissions Liability Policy) only, paragraph 9.14.1 does not

apply. Contractor will indemnify and hold harmless PCOC and

City of Pasadena and their officers, directors, employees, and

City Council and commission members from any liability, loss,

suits, claims, damages, cost, judgments and expenses (including

attorney's fees and costs of litigation) if professional work of

Consultant or Consultant's sub-contractors does not meet

standards of the profession.

9.14.3 Consultant's obligations under 9.14.1 and 9.14.2 will

not apply to any liability, damages, costs nor losses caused

solely by the wrongful or negligent acts of the PCOC, or its

officers or employees, nor any liability imposed for matters not

related to Consultant's performance under this Contract.

9.15 INSURANCE. Consultant shall, at its own expense,

procure and maintain policies of insurance of the types and in

the amounts set forth below, for the duration of the Contract,

including any extensions thereto. The policies shall state that

they afford primary coverage.

9.15.1 Automobile Liability with minimum limits of at least

$100,000/300,000/50,000 if written on a personal automobile

liability form, for using a personal vehicle; or an amount of

$500,000 including owned, hired, and non-owned liability

coverage if written on a Commercial automobile liability form.

9.15.2 General Liability with minimum limits of at least

$1,000,000 combined single limits written on an Insurance

Services Office (ISO) Comprehensive General Liability

"occurrence" form or its equivalent for coverage on an

occurrence basis. Premises/Operations and Personal Injury

coverage is required. The PCOC and the City of Pasadena, their

directors, commissioners, officers, employees, agents and

volunteers must be endorsed on the policy as additional insureds

as respects liability arising out of the Consultant's

performance of this Contract. Other additional insureds may be

required at sites where other parties have an ownership,

operation or management interest.

A. If Consultant employs other contractors as part of the

services rendered, Contractor's Protective Coverage is required.

Consultant may include all subcontractors as insureds under its

own policy or shall furnish separate insurance for each

subcontractor, meeting the requirements set forth herein.

B. Blanket Contractual Coverage.

C. Products/Completed Operations coverage.

D. Personal Injury Coverage.

E. Errors and Omissions Liability

9.15.3 Consultant shall comply with the applicable sections

of the California Labor Code concerning workers' compensation

for injuries on the job. Compliance is accomplished in one of

the following manners:

A. Provide copy of permissive self-insurance certificate

approved by the State of California; or

B. Secure and maintain in force a policy of workers'

compensation insurance with statutory limits and Employer's

Liability Insurance with a minimal limit of $1,000,000 per

accident. The policy shall be endorsed to waive all rights of

subrogation against PCOC, its directors, commissioners,

officers, employees, and volunteers for losses arising from

performance of this Contract; or

C. Provide a "waiver" form certifying that no employees

subject to the Labor Code's Workers' Compensation provision will

be used in performance of this Contract.

9.15.4 Consultant shall maintain Errors and Omissions

Liability coverage of no less than $1,000,000 per occurrence.

Neither the PCOC nor the City of Pasadena shall be named as

additional insured on any such Errors and Omissions Liability

coverage.

9.15.5 Each insurance policy included in this clause shall be

endorsed to state that coverage shall not be cancelled except

after thirty (30) days' prior written notice to PCOC.

9.15.6 Insurance shall be placed with insurers with a Best's

rating of no less than B:VIII, unless the insurer is an admitted

California Insurance Company.

9.15.7 Prior to commencement of performance, Consultant shall

furnish PCOC with a certificate of insurance for each policy.

Each certificate is to be signed by a person authorized by that

insurer to bind coverage on its behalf. The certificate(s) must

be in a form approved by PCOC. PCOC may require complete,

certified copies of any or all policies at any time.

9.15.8 Failure to maintain required insurance at all times

shall constitute a default and material breach. In such event,

Consultant shall immediately notify PCOC and cease all

performance under this Contract until further directed by the

PCOC. In the absence of satisfactory insurance coverage, PCOC

may, at its option: (a) procure insurance with collection

rights for premiums, attorney's fees and costs against

Consultant by way of set-off or recoupment from sums due

Consultant, at PCOC's option; (b) immediately terminate this

Contract; or (c) self insure the risk, with all damages and

costs incurred, by judgment, settlement or otherwise, including

attorney's fees and costs, being collectible from Consultant, by

way of set-off or recoupment from any sums due Consultant.

9.16 NOTICES.

9.17 Any notice or demand to be given by one party to the

other shall be given in writing and by personal delivery or

prepaid first-class, registered or certified mail, addressed as

follows. Notice simply to the Pasadena Center Operating Company

or any other PCOC or City of Pasadena department is not adequate

notice.

If to the PCOC: PASADENA CENTER OPERATING COMPANY

By:Michael Ross, CEO

If to the Contractor:

Any such notice shall be deemed to have been given

upon delivery, if personally delivered, or, if mailed, upon

receipt or upon expiration of three (3) business days from the

date of posting, whichever is earlier. Either party may change

the address at which it desires to receive notice upon giving

written notice of such request to the other party.

10.0 TERMINATION FOR CONVENIENCE (Without Cause).

PCOC may terminate this Contract in whole or in part at any

time, for any cause or without cause, upon fifteen (15) calendar

days' written notice to Contractor. If the Contract is thus

terminated by PCOC for reasons other than Contractor's failure

to perform its obligations, PCOC shall pay Contractor a prorated

amount based on the services satisfactorily completed and

accepted prior to the effective date of termination. Such

payment shall be Contractor's exclusive remedy for termination

without cause.

10.1 DEFAULT. In the event either party

materially defaults in its obligations hereunder, the other

party may declare a default and terminate this Contract by

written notice to the defaulting party. The notice shall specify

the basis for the default. The Contract shall terminate unless

such default is cured before the effective date of termination

stated in such notice, which date shall be no sooner than ten

(10) days after the date of the notice.

10.3 Termination for cause shall relieve the terminating

party of further liability or responsibility under this

Contract, including the payment of money, except for payment for

services satisfactorily and timely performed prior to the

service of the notice of termination, and except for

reimbursement of (1) any payments made by the PCOC for service

not subsequently performed in a timely and satisfactory manner,

and (2) costs incurred by the PCOC in obtaining substitute

performance.

10.4 ASSIGNMENT OF ANTITRUST CAUSES OF ACTION.

Contractor hereby agrees to assign to the PCOC all rights, title

and interest in and to all causes of action it may have under

Section 4 of the Clayton Act (15 U.S.C. Sec 15) or under the

Cartwright Act Chapter 2 (Commencing with Section 16700) or part

2 of Division 7 of the Business and Professions Code, or any

similar or successor provisions of Federal or State law, arising

from purchases of goods, services or materials pursuant to this

Contract or the subcontract. This assignment shall be made and

become effective at the time the PCOC tenders final payment to

the Contractor, without further acknowledgment by the parties.

11.0 ADDITIONAL ASSURANCES.

12.1 EQUAL EMPLOYMENT OPPORTUNITY PRACTICES. Contractor

agrees to comply with Section 4.08.035 of the City of Pasadena’s

Competitive Bidding and Purchasing Ordinance of the Pasadena

Municipal Code, the rules and regulations promulgated

thereunder, the California Fair Employment and Housing Act

(Government Code Section 12900 et seq.) and to this end:

12.1.1 Contractor certifies and represents

that, during the performance of this Contract, the Contractor

and any other parties with whom it may subcontract shall adhere

to equal opportunity employment practices to assure that

applicants and employees are treated equally and are not

discriminated against because of their race, religion, color,

national origin, ancestry, disability, sex, age, medical

condition, marital status. Contractor further certifies that it

will not maintain any segregated facilities.

12.1.2 Contractor shall, in all solicitations

or advertisements for applicants for employment placed by or on

behalf of this Contract, state that it is an "Equal Opportunity

Employer" or that all qualified applicants will receive

consideration for employment without regard to their race,

religious creed, color, national origin, ancestry, disability,

sex, age, medical condition or marital status.

12.1.3 Contractor shall, if requested to so

do by the PCOC, certify that it has not, in the performance of

this Contract, discriminated against applicants or employees

because of their race, religious creed, color, national origin,

ancestry, disability, sex, age, medical condition or marital

status.

12.1.4 If requested to do so by the PCOC,

Contractor shall provide the PCOC with access to copies of all

of its records pertaining or relating to its employment

practices, except to the extent such records or portions of such

records are confidential or privileged under state or federal

law.

12.1.5 Contractor agrees to recruit Pasadena

residents initially and to give them preference, if all other

factors are equal, for any new positions which result from the

performance of this Contract and which are performed within the

PCOC.

12.1.6 Nothing contained in this Contract

shall be construed in any manner so as to require or permit any

act which is prohibited by law.

12.1.7 The Contractor shall include the

provisions set forth in paragraphs numbered 10.1.1 through

10.1.6 of subsection 10.1 of this Contract, inclusive, in

each of its subcontracts.

12.2 PASADENA BUSINESS LICENSE. Contractor shall

obtain, and pay any and all costs associated therewith, any

Pasadena Business License which may be required by the

Pasadena Municipal Code.

12.3 MAINTENANCE AND INSPECTION OF RECORDS.

The PCOC and any other Federal, State or

local governmental agency, or any of their authorized

auditors or representatives, shall have access to and the

right to audit, excerpt, reproduce, and transcribe any of

the Contractor's records, to the extent the PCOC deems

necessary to insure it has received or is receiving all

money to which it is entitled and/or is paying only the

amounts to which Contractor is properly entitled under the

Contract or for other purposes relating to the Contract.

Such records include, without limitation,

journals, ledgers, records of accounts payable and

receivable, profit and loss statements, financial

statements, bank statements, invoices, receipts,

subcontracts, agreements, notes, correspondence, memoranda,

and any documents required by the PCOC or by the laws or

regulations of any Federal, state or local governmental

agency.

The Contractor shall maintain and preserve all

such records for a period of at least three years after

termination of the Contract, or until an audit has been

completed and accepted by the highest governmental

authority involved.

Upon written notice by the PCOC, the Contractor

shall promptly make all such records available to auditors

or other representatives of the PCOC or other governmental

agencies. The Contractor shall also cooperate with such

auditors and representatives in auditing, excerpting,

reproducing and transcribing the records.

The Contractor shall maintain all such records at

the Pasadena Center Operating Company. If not, the

Contractor shall, upon request, promptly deliver the

records to the Pasadena Center Operating Company or

reimburse the PCOC for all reasonable and extra costs

incurred in conducting the audit at a location other than

the Pasadena Center Operating Company, including, but not

limited to, such additional (out of the PCOC) expenses for

personnel, salaries, private auditors, travel, lodging,

meals and overhead.

12.4 CONFLICT. Contractor hereby represents,

warrants and certifies that no member, officer or employee

of the Contractor is a director, officer or employee of the

Pasadena Center Operating Company or the City of Pasadena,

or a member of any of its boards, commissions or

committees, except to the extent permitted by law.

13.0 TAXPAYER PROTECTION AMENDMENT. Under the provisions

of the City of Pasadena Taxpayer Protection Amendment of

2000 ("Taxpayer Protection Act"), which is applicable to

the PCOC, the Contractor will be considered a "recipient of

a public benefit." The full provisions of the Taxpayer

Protection Act are set forth in Pasadena City Charter,

Article XVII. Under the Taxpayer Protection Act, City of

Pasadena and PCOC public officials who approve this

Contract are prohibited from receiving gifts, campaign

contributions or employment from Contractor for a specified

time. This prohibition extends to individuals and entities

which are specified and identified in the Taxpayer

Protection Act and includes Contractor and its trustees,

directors, partners, corporate officers and those with more

than a 10% equity, participation, or revenue interest in

Contractor. Contractor understands and agrees that: (A)

Contractor is aware of the Taxpayer Protection Act; (B)

Contractor will complete and return the form attached

hereto as Exhibit __ under penalty of perjury in order to

identify all of the recipients of a public benefit

specified in the Taxpayer Protection Act; and (C) after

award of this Contract, Contractor will not make any

prohibited gift, campaign contribution or offer of

employment to any public official who approved this

Contract.

IN WITNESS WHEREOF, the parties hereto have caused

this Contract to be executed by their duly authorized

representatives as of the date set forth below.

DATED: PASADENA CENTER OPERATING COMPANY

By:_________________________Michael RossCEO

ATTEST:

_________________________

DATED:__________________________

By:_______________________

__________________________(typed name)

APPROVED AS TO FORM: Title:____________________

___________________________

Assistant City Attorney

REVIEWED:

___________________________Larry HammondPurchasing Administrator

revised 01/12/09

Exhibit D

Disclosure Pursuant to the City of Pasadena Taxpayer Protection Amendment

Pasadena City Charter, Article XVII Contractor/Organization hereby discloses its trustees, directors, partners, officers, and those with more than 10% equity, participation, or revenue interest in Contractor/Organization, as follows: (If printing, please print legibly. Use additional sheets as necessary.) 1. Contractor/Organization Name: 2. Type of Entity: □ non-government □ nonprofit 501(c)(3), (4), or (6) 3. Name(s) of trustees, directors, partners, officers of Contractor/Organization: 4. Names of those with more than a 10% equity, participation or revenue interest in Contractor/Organization: Prepared by: ________________________________ Title: ______________________________________ Phone: Date: ______________________________________

Rev.07.10.2007