CC 20170117 E Fire GrazersRANCHO PALOS VERDES CITY COUNCIL
AGENDA REPORT
AGENDA DESCRIPTION:
MEETING DATE: 01/17/2017
AGENDA HEADING: Consent Calendar
Consideration and possible action to award an open -source, bid contract to Fire
Grazers, Inc. to perform fuel modification by grazing services for City of Rancho Palos
Verdes Facilities.
RECOMMENDED COUNCIL ACTION:
(1) Award a three-year Maintenance Agreement for fuel modification by grazing in
the amount of $258,429 to Fire Grazers, Inc., for a 3 -year base term, with up to
three, one-year options; and,
(2) Authorize the Mayor and City Clerk to execute the Maintenance Agreement,
subject to approval as to form by the City Attorney.
FISCAL IMPACT: The total cost of the three-year agreement is $258,429, with an
annual not -to -exceed cost of $86,143.
Amount Budgeted: $160,000
Additional Appropriation: N/A
Account Number(s): 101-3009-431-43-00
ORIGINATED BY: Sean Larvenz, Maintenance Superintendent
REVIEWED BY: Michael Throne, PE, Director of Public Works
APPROVED BY: Doug Willmore, City Manager AWL
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ATTACHED SUPPORTING DOCUMENTS:
A. Maintenance Agreement — Fire Grazers, Inc. (page A-1)
B. Bid Package for Fuel Modification (page B-1)
BACKGROUND AND DISCUSSION:
As a result of land acquisitions conducted by the City, the Los Angeles County Fire
Department and the Los Angeles County Department of Agricultural Commission-
er/Weights and Measures have required the City to clear brush, trees, and other natural
vegetation from areas of varying sizes on undeveloped land throughout the City. These
zones border residential and commercial areas, as well as other structures. The
uncontrolled growth of vegetation in these zones presents a potential fire hazard.
Controlling the growth of vegetation in these zones is referred to as fuel modification,
since this measure principally provides for the abatement of growth of natural vegetation
that could act as fuel for wildfires.
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The City has been utilizing grazing as a fuel modification method since 2008. The
grazing has proven to be a viable, cost-effective, and environmentally -beneficial
alternative, compared to the more conventional methods of fuel modification.
The request for bids for fuel modification by grazing services for City of Rancho Palos
Verdes Facilities was publicly advertised, and one sealed bid was received and opened
on November 30, 2016. Fire Grazers, Inc. was the only vendor to submit a bid. Fire
Grazers, Inc. has performed this work for the City satisfactorily in the past and it is
recommended to award the contract to them in the amount of $258,429 for a 3 -year
base term, with up to three, one-year options.
It should be noted that the grazing technique cannot be applied to all of the fuel
modification zones throughout the City. Due to steepness of slope, accessibility, and
other issues, some of the fuel -modification zones will need to be cleared using man-
power instead. For these more difficult areas to maintain, Public Works uses the
services of landscape maintenance companies, as well as services from the Los
Angeles Conservation Corps and correctional services labor. However, using goats to
clear a majority of these fuel -modification zones will provide substantial cost savings
and benefit to the environment, as opposed to other methods. Thus, additional contracts
with other organizations will be presented to the City Council in the near future for the
remaining zones in need of brush clearance that cannot be cleared by the use of goats.
ALTERNATIVES:
In addition to the Staff recommendation, the following alternative actions are available
for the City Council's consideration:
1. Reject all bids and direct Public Works to re -advertise the contract.
2. Take other action as deemed appropriate by the City Council.
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CONTRACT SERVICES AGREEMENT
By and Between
CITY OF RANCHO PALOS VERDES
and
FIRE GRAZERS INC
A-1
AGREEMENT FOR CONTRACT SERVICES
BETWEEN THE CITY OF RANCHO PALOS VERDES AND
FIRE GRAZERS INC
THIS AGREEMENT FOR CONTRACT SERVICES (herein "Agreement") is made and
entered into this 17th day of January, 2017 by and between the City of Rancho Palos Verdes, a
California municipal corporation ("City") and Fire Grazers Inc. ("Consultant"). City and
Consultant are sometimes hereinafter individually referred to as "Party" and hereinafter
collectively referred to as the "Parties".
RECITALS
A. City has sought, by issuance of a Request for Proposals or Invitation for Bids, the
performance of the services defined and described particularly in Article 1 of this Agreement.
B. Consultant, following submission of a proposal or bid for the performance of the
services defined and described particularly in Article 1 of this Agreement, was selected by the City
to perform those services.
C. Pursuant to the City of Rancho Palos Verdes' Municipal Code, City has authority
to enter into and execute this Agreement.
D. The Parties desire to formalize the selection of Consultant for performance of those
services defined and described particularly in Article 1 of this Agreement and desire that the terms
of that performance be as particularly defined and described herein.
OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants made by the
Parties and contained herein and other consideration, the value and adequacy of which are hereby
acknowledged, the parties agree as follows:
ARTICLE 1. SERVICES OF CONSULTANT
1.1 Scope of Services.
In compliance with all terms and conditions of this Agreement, the Consultant shall provide
those services specified in the "Scope of Services" attached hereto as Exhibit "A" and incorporated
herein by this reference, which may be referred to herein as the "services" or "work" hereunder.
As a material inducement to the City entering into this Agreement, Consultant represents and
warrants that it has the qualifications, experience, and facilities necessary to properly perform the
services required under this Agreement in a thorough, competent, and professional manner, and is
experienced in performing the work and services contemplated herein. Consultant shall at all times
faithfully, competently and to the best of its ability, experience and talent, perform all services
described herein. Consultant covenants that it shall follow the highest professional standards in
performing the work and services required hereunder and that all materials will be both of good
quality as well as fit for the purpose intended. For purposes of this Agreement, the phrase "highest
professional standards" shall mean those standards of practice recognized by one or more first-
class firms performing similar work under similar circumstances.
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1.2 Consultant's Proposal.
The Scope of Service shall include the Consultant's scope of work or bid which shall be
incorporated herein by this reference as though fully set forth herein. In the event of any
inconsistency between the terms of such proposal and this Agreement, the terms of this Agreement
shall govern.
1.3 Compliance with Law.
Consultant shall keep itself informed concerning, and shall render all services hereunder in
accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and any
Federal, State or local governmental entity having jurisdiction in effect at the time service is
rendered.
1.4 Licenses, Permits, Fees and Assessments.
Consultant shall obtain at its sole cost and expense such licenses, permits and approvals as
may be required by law for the performance of the services required by this Agreement. Consultant
shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties
and interest, which may be imposed by law and arise from or are necessary for the Consultant's
performance of the services required by this Agreement, and shall indemnify, defend and hold
harmless City, its officers, employees or agents of City, against any such fees, assessments, taxes,
penalties or interest levied, assessed or imposed against City hereunder.
1.5 Familiarity with Work.
By executing this Agreement, Consultant warrants that Consultant (i) has thoroughly
investigated and considered the scope of services to be performed, (ii) has carefully considered
how the services should be performed, and (iii) fully understands the facilities, difficulties and
restrictions attending performance of the services under this Agreement. If the services involve
work upon any site, Consultant warrants that Consultant has or will investigate the site and is or
will be fully acquainted with the conditions there existing, prior to commencement of services
hereunder. Should the Consultant discover any latent or unknown conditions, which will
materially affect the performance of the services hereunder, Consultant shall immediately inform
the City of such fact and shall not proceed except at Consultant's risk until written instructions are
received from the Contract Officer.
1.6 Care of Work.
The Consultant shall adopt reasonable methods during the life of the Agreement to furnish
continuous protection to the work, and the equipment, materials, papers, documents, plans, studies
and/or other components thereof to prevent losses or damages, and shall be responsible for all such
damages, to persons or property, until acceptance of the work by City, except such losses or
damages as may be caused by City's own negligence.
1.7 Further Responsibilities of Parties.
Both parties agree to use reasonable care and diligence to perform their respective
obligations under this Agreement. Both parties agree to act in good faith to execute all instruments,
prepare all documents and take all actions as may be reasonably necessary to carry out the purposes
01203.0006/303649.7 -2-
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of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of
the other.
1.8 Additional Services.
City shall have the right at any time during the performance of the services, without
invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or
make changes by altering, adding to or deducting from said work. No such extra work may be
undertaken unless a written order is first given by the Contract Officer to the Consultant,
incorporating therein any adjustment in (i) the Contract Sum for the actual costs of the extra work,
and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written
approval of the Consultant. Any increase in compensation of up to ten percent (10%) of the
Contract Sum or $25,000, whichever is less; or, in the time to perform of up to one hundred eighty
(180) days, may be approved by the Contract Officer. Any greater increases, taken either
separately or cumulatively, must be approved by the City Council. It is expressly understood by
Consultant that the provisions of this Section shall not apply to services specifically set forth in
the Scope of Services. Consultant hereby acknowledges that it accepts the risk that the services to
be provided pursuant to the Scope of Services may be more costly or time consuming than
Consultant anticipates and that Consultant shall not be entitled to additional compensation therefor.
City may in its sole and absolute discretion have similar work done by other contractors. No claims
for an increase in the Contract Sum or time for performance shall be valid unless the procedures
established in this Section are followed.
1.9 Special Requirements.
Additional terms and conditions of this Agreement, if any, which are made a part hereof
are set forth in the "Special Requirements" attached hereto as Exhibit `B" and incorporated herein
by this reference. In the event of a conflict between the provisions of Exhibit `B" and any other
provisions of this Agreement, the provisions of Exhibit "B" shall govern.
ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.
2.1 Contract Sum.
Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the
amounts specified in the "Schedule of Compensation" attached hereto as Exhibit "C" and
incorporated herein by this reference. The total compensation, including reimbursement for actual
expenses, shall not exceed Two Hundred Fifty Eight Thousand Four Hundred Twenty Nine Dollars
($258,429) (the "Contract Sum"), unless additional compensation is approved pursuant to Section
1.8.
2.2 Method of Compensation.
The method of compensation may include: (i) a lump sum payment upon completion; (ii)
payment in accordance with specified tasks or the percentage of completion of the services, less
contract retention; (iii) payment for time and materials based upon the Consultant's rates as
specified in the Schedule of Compensation, provided that (a) time estimates are provided for the
performance of sub tasks, (b) contract retention is maintained, and (c) the Contract Sum is not
exceeded; or (iv) such other methods as may be specified in the Schedule of Compensation.
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2.3 Reimbursable Expenses.
Compensation may include reimbursement for actual and necessary expenditures for
reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in
advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5,
and only if specified in the Schedule of Compensation. The Contract Sum shall include the
attendance of Consultant at all project meetings reasonably deemed necessary by the City.
Coordination of the performance of the work with City is a critical component of the services. If
Consultant is required to attend additional meetings to facilitate such coordination, Consultant
shall not be entitled to any additional compensation for attending said meetings.
2.4 Invoices.
Each month Consultant shall furnish to City an original invoice for all work performed and
expenses incurred during the preceding month in a form approved by City's Director of Finance.
By submitting an invoice for payment under this Agreement, Consultant is certifying compliance
with all provisions of the Agreement. The invoice shall detail charges for all necessary and actual
expenses by the following categories: labor (by sub -category), travel, materials, equipment,
supplies, and sub -contractor contracts. Sub -contractor charges shall also be detailed by such
categories. Consultant shall not invoice City for any duplicate services performed by more than
one person.
City shall independently review each invoice submitted by the Consultant to determine
whether the work performed and expenses incurred are in compliance with the provisions of this
Agreement. Except as to any charges for work performed or expenses incurred by Consultant
which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause
Consultant to be paid within forty-five (45) days of receipt of Consultant's correct and undisputed
invoice; however, Consultant acknowledges and agrees that due to City warrant run procedures,
the City cannot guarantee that payment will occur within this time period. In the event any charges
or expenses are disputed by City, the original invoice shall be returned by City to Consultant for
correction and resubmission. Review and payment by City for any invoice provided by the
Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable
law.
2.5 Waiver.
Payment to Consultant for work performed pursuant to this Agreement shall not be deemed
to waive any defects in work performed by Consultant.
ARTICLE 3. PERFORMANCE SCHEDULE
3.1 Time of Essence.
Time is of the essence in the performance of this Agreement.
3.2 Schedule of Performance.
Consultant shall commence the services pursuant to this Agreement upon receipt of a
written notice to proceed and shall perform all services within the time period(s) established in the
"Schedule of Performance" attached hereto as Exhibit "D" and incorporated herein by this
01203.0006/303649.7 -4- 5
reference. When requested by the Consultant, extensions to the time period(s) specified in the
Schedule of Performance may be approved in writing by the Contract Officer but not exceeding
one hundred eighty (180) days cumulatively.
3.3 Force Majeure.
The time period(s) specified in the Schedule of Performance for performance of the
services rendered pursuant to this Agreement shall be extended because of any delays due to
unforeseeable causes beyond the control and without the fault or negligence of the Consultant,
including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires,
earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars,
litigation, and/or acts of any governmental agency, including the City, if the Consultant shall
within ten (10) days of the commencement of such delay notify the Contract Officer in writing of
the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and
extend the time for performing the services for the period of the enforced delay when and if in the
judgment of the Contract Officer such delay is justified. The Contract Officer's determination
shall be final and conclusive upon the parties to this Agreement. In no event shall Consultant be
entitled to recover damages against the City for any delay in the performance of this Agreement,
however caused, Consultant's sole remedy being extension of the Agreement pursuant to this
Section.
3.4 Term.
Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement
shall continue in full force and effect until completion of the services but not exceeding one (1)
years from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit
«D„
ARTICLE 4. COORDINATION OF WORK
4.1 Representatives and Personnel of Consultant.
The following principals of Consultant ("Principals") are hereby designated as being the
principals and representatives of Consultant authorized to act in its behalf with respect to the work
specified herein and make all decisions in connection therewith:
(Name) (Title)
(Name) (Title)
(Name) (Title)
It is expressly understood that the experience, knowledge, capability and reputation of the
foregoing principals were a substantial inducement for City to enter into this Agreement.
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Therefore, the foregoing principals shall be responsible during the term of this Agreement for
directing all activities of Consultant and devoting sufficient time to personally supervise the
services hereunder. All personnel of Consultant, and any authorized agents, shall at all times be
under the exclusive direction and control of the Principals. For purposes of this Agreement, the
foregoing Principals may not be replaced nor may their responsibilities be substantially reduced
by Consultant without the express written approval of City. Additionally, Consultant shall utilize
only competent personnel to perform services pursuant to this Agreement. Consultant shall make
every reasonable effort to maintain the stability and continuity of Consultant's staff and
subcontractors, if any, assigned to perform the services required under this Agreement. Consultant
shall notify City of any changes in Consultant's staff and subcontractors, if any, assigned to
perform the services required under this Agreement, prior to and during any such performance.
4.2 Status of Consultant.
Consultant shall have no authority to bind City in any manner, or to incur any obligation,
debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless
such authority is expressly conferred under this Agreement or is otherwise expressly conferred in
writing by City. Consultant shall not at any time or in any manner represent that Consultant or
any of Consultant's officers, employees, or agents are in any manner officials, officers, employees
or agents of City. Neither Consultant, nor any of Consultant's officers, employees or agents, shall
obtain any rights to retirement, health care or any other benefits which may otherwise accrue to
City's employees. Consultant expressly waives any claim Consultant may have to any such rights.
4.3 Contract Officer.
The Contract Officer shall be [Sean Larvenz or] such person as may be designated by the
City Manager. It shall be the Consultant's responsibility to assure that the Contract Officer is kept
informed of the progress of the performance of the services and the Consultant shall refer any
decisions which must be made by City to the Contract Officer. Unless otherwise specified herein,
any approval of City required hereunder shall mean the approval of the Contract Officer. The
Contract Officer shall have authority, if specified in writing by the City Manager, to sign all
documents on behalf of the City required hereunder to carry out the terms of this Agreement.
4.4 Independent Consultant.
Neither the City nor any of its employees shall have any control over the manner, mode or
means by which Consultant, its agents or employees, perform the services required herein, except
as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or
control of Consultant's employees, servants, representatives or agents, or in fixing their number,
compensation or hours of service. Consultant shall perform all services required herein as an
independent contractor of City and shall remain at all times as to City a wholly independent
contractor with only such obligations as are consistent with that role. Consultant shall not at any
time or in any manner represent that it or any of its agents or employees are agents or employees
of City. City shall not in any way or for any purpose become or be deemed to be a partner of
Consultant in its business or otherwise or a joint venturer or a member of any joint enterprise with
Consultant.
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4.5 Prohibition Against Subcontracting or Assignment.
The experience, knowledge, capability and reputation of Consultant, its principals and
employees were a substantial inducement for the City to enter into this Agreement. Therefore,
Consultant shall not contract with any other entity to perform in whole or in part the services
required hereunder without the express written approval of the City. In addition, neither this
Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or
encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise,
without the prior written approval of City. Transfers restricted hereunder shall include the transfer
to any person or group of persons acting in concert of more than twenty five percent (25%) of the
present ownership and/or control of Consultant, taking all transfers into account on a cumulative
basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this
Agreement shall be void. No approved transfer shall release the Consultant or any surety of
Consultant of any liability hereunder without the express consent of City.
ARTICLE 5. INSURANCE AND INDEMNIFICATION
5.1 Insurance Coverages.
The Consultant shall procure and maintain, at its sole cost and expense, in a form and
content satisfactory to City, during the entire term of this Agreement including any extension
thereof, the following policies of insurance which shall cover all elected and appointed officers,
employees and agents of City:
(a) Commercial General Liability Insurance (Occurrence Form CG0001 or
e uivalent). A policy of comprehensive general liability insurance written on a per occurrence
basis for bodily injury, personal injury and property damage. The policy of insurance shall be in
an amount not less than $1,000,000.00 per occurrence or if a general aggregate limit is used, then
the general aggregate limit shall be twice the occurrence limit.
(b) Worker's Compensation Insurance. A policy of worker's compensation
insurance in such amount as will fully comply with the laws of the State of California and which
shall indemnify, insure and provide legal defense for the Consultant against any loss, claim or
damage arising from any injuries or occupational diseases occurring to any worker employed by
or any persons retained by the Consultant in the course of carrying out the work or services
contemplated in this Agreement.
(c) Automotive Insurance (Form CA 0001 (Ed 1/87) including "any auto" and
endorsement CA 0025 or equivalent). A policy of comprehensive automobile liability insurance
written on a per occurrence for bodily injury and property damage in an amount not less than
$1,000,000. Said policy shall include coverage for owned, non -owned, leased, hired cars and any
automobile.
(d) Professional Liability. Professional liability insurance appropriate to the
Consultant's profession. This coverage may be written on a "claims made" basis, and must include
coverage for contractual liability. The professional liability insurance required by this Agreement
must be endorsed to be applicable to claims based upon, arising out of or related to services
performed under this Agreement. The insurance must be maintained for at least 5 consecutive
years following the completion of Consultant's services or the termination of this Agreement.
During this additional 5 -year period, Consultant shall annually and upon request of the City submit
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written evidence of this continuous coverage.
(e) Subcontractors. Consultant shall include all subcontractors as insureds
under its policies or shall furnish separate certificates and certified endorsements for each
subcontractor. All coverages for subcontractors shall include all of the requirements stated herein.
(f) Additional Insurance. Policies of such other insurance, as may be required
in the Special Requirements in Exhibit "B".
5.2 General Insurance Requirements.
All of the above policies of insurance shall be primary insurance and shall name the City,
its elected and appointed officers, employees and agents as additional insureds and any insurance
maintained by City or its officers, employees or agents may apply in excess of, and not contribute
with Consultant's insurance. The insurer is deemed hereof to waive all rights of subrogation and
contribution it may have against the City, its officers, employees and agents and their respective
insurers. Moreover, the insurance policy must specify that where the primary insured does not
satisfy the self-insured retention, any additional insured may satisfy the self-insured retention.
All of said policies of insurance shall provide that said insurance may not be amended or
cancelled by the insurer or any party hereto without providing thirty (30) days prior written notice
by certified mail return receipt requested to the City. In the event any of said policies of insurance
are cancelled, the Consultant shall, prior to the cancellation date, submit new evidence of insurance
in conformance with Section 5.1 to the Contract Officer.
No work or services under this Agreement shall commence until the Consultant has
provided the City with Certificates of Insurance, additional insured endorsement forms or
appropriate insurance binders evidencing the above insurance coverages and said Certificates of
Insurance or binders are approved by the City. City reserves the right to inspect complete, certified
copies of and endorsements to all required insurance policies at any time. Any failure to comply
with the reporting or other provisions of the policies including breaches or warranties shall not
affect coverage provided to City.
All certificates shall name the City as additional insured (providing the appropriate
endorsement) and shall conform to the following "cancellation" notice:
CANCELLATION:
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATED THEREOF, THE ISSUING COMPANY SHALL MAIL
THIRTY (30) -DAY ADVANCE WRITTEN NOTICE TO CERTIFICATE HOLDER
NAMED HEREIN.
[to be initialed]
Consultant Initials
City, its respective elected and appointed officers, directors, officials, employees, agents
and volunteers are to be covered as additional insureds as respects: liability arising out of activities
Consultant performs; products and completed operations of Consultant; premises owned, occupied
or used by Consultant; or any automobiles owned, leased, hired or borrowed by Consultant. The
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coverage shall contain no special limitations on the scope of protection afforded to City, and their
respective elected and appointed officers, officials, employees or volunteers. Consultant's
insurance shall apply separately to each insured against whom claim is made or suit is brought,
except with respect to the limits of the insurer's liability.
Any deductibles or self-insured retentions must be declared to and approved by City. At
the option of City, either the insurer shall reduce or eliminate such deductibles or self-insured
retentions as respects City or its respective elected or appointed officers, officials, employees and
volunteers or the Consultant shall procure a bond guaranteeing payment of losses and related
investigations, claim administration, defense expenses and claims. The Consultant agrees that the
requirement to provide insurance shall not be construed as limiting in any way the extent to which
the Consultant may be held responsible for the payment of damages to any persons or property
resulting from the Consultant's activities or the activities of any person or persons for which the
Consultant is otherwise responsible nor shall it limit the Consultant's indemnification liabilities as
provided in Section 5.3.
In the event the Consultant subcontracts any portion of the work in compliance with
Section 4.5 of this Agreement, the contract between the Consultant and such subcontractor shall
require the subcontractor to maintain the same policies of insurance that the Consultant is required
to maintain pursuant to Section 5. 1, and such certificates and endorsements shall be provided to
City.
5.3 Indemnification.
To the full extent permitted by law, Consultant agrees to indemnify, defend and hold
harmless the City, its officers, employees and agents ("Indemnified Parties") against, and will hold
and save them and each of them harmless from, any and all actions, either judicial, administrative,
arbitration or regulatory claims, damages to persons or property, losses, costs, penalties,
obligations, errors, omissions or liabilities whether actual or threatened (herein "claims or
liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in
connection with the negligent performance of the work, operations or activities provided herein of
Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or entity
for which Consultant is legally liable ("indemnitors"), or arising from Consultant's or indemnitors'
reckless or willful misconduct, or arising from Consultant's or indemnitors' negligent performance
of or failure to perform any term, provision, covenant or condition of this Agreement, and in
connection therewith:
(a) Consultant will defend any action or actions filed in connection with any of
said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys'
fees incurred in connection therewith;
(b) Consultant will promptly pay any judgment rendered against the City, its
officers, agents or employees for any such claims or liabilities arising out of or in connection with
the negligent performance of or failure to perform such work, operations or activities of Consultant
hereunder; and Consultant agrees to save and hold the City, its officers, agents, and employees
harmless therefrom;
(c) In the event the City, its officers, agents or employees is made a party to
any action or proceeding filed or prosecuted against Consultant for such damages or other claims
arising out of or in connection with the negligent performance of or failure to perform the work,
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operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers,
agents or employees, any and all costs and expenses incurred by the City, its officers, agents or
employees in such action or proceeding, including but not limited to, legal costs and attorneys'
fees.
Consultant shall incorporate similar indemnity agreements with its subcontractors and if it
fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and
failure of City to monitor compliance with these provisions shall not be a waiver hereof. This
indemnification includes claims or liabilities arising from any negligent or wrongful act, error or
omission, or reckless or willful misconduct of Consultant in the performance of professional
services hereunder. The provisions of this Section do not apply to claims or liabilities occurring
as a result of City's sole negligence or willful acts or omissions, but, to the fullest extent permitted
by law, shall apply to claims and liabilities resulting in part from City's negligence, except that
design professionals' indemnity hereunder shall be limited to claims and liabilities arising out of
the negligence, recklessness or willful misconduct of the design professional. The indemnity
obligation shall be binding on successors and assigns of Consultant and shall survive termination
of this Agreement.
5.4 Sufficiency of Insurer.
Insurance required by this Agreement shall be satisfactory only if issued by companies
qualified to do business in California, rated "A" or better in the most recent edition of Best Rating
Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category
Class VII or better, unless such requirements are waived by the Risk Manager of the City ("Risk
Manager") due to unique circumstances. If this Agreement continues for more than 3 years
duration, or in the event the risk manager determines that the work or services to be performed
under this Agreement creates an increased or decreased risk of loss to the City, the Consultant
agrees that the minimum limits of the insurance policies may be changed accordingly upon receipt
of written notice from the Risk Manager.
ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION
6.1 Records.
Consultant shall keep, and require subcontractors to keep, such ledgers, books of accounts,
invoices, vouchers, canceled checks, reports, studies or other documents relating to the
disbursements charged to City and services performed hereunder (the "books and records"), as
shall be necessary to perform the services required by this Agreement and enable the Contract
Officer to evaluate the performance of such services. Any and all such documents shall be
maintained in accordance with generally accepted accounting principles and shall be complete and
detailed. The Contract Officer shall have full and free access to such books and records at all times
during normal business hours of City, including the right to inspect, copy, audit and make records
and transcripts from such records. Such records shall be maintained for a period of three (3) years
following completion of the services hereunder, and the City shall have access to such records in
the event any audit is required. In the event of dissolution of Consultant's business, custody of the
books and records may be given to City, and access shall be provided by Consultant's successor
in interest. Notwithstanding the above, the Consultant shall fully cooperate with the City in
providing access to the books and records if a public records request is made and disclosure is
required by law including but not limited to the California Public Records Act.
01203.0006/303649.7 -10- A-11
6.2 Reports.
Consultant shall periodically prepare and submit to the Contract Officer such reports
concerning the performance of the services required by this Agreement as the Contract Officer
shall require. Consultant hereby acknowledges that the City is greatly concerned about the cost of
work and services to be performed pursuant to this Agreement. For this reason, Consultant agrees
that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or
will materially increase or decrease the cost of the work or services contemplated herein or, if
Consultant is providing design services, the cost of the project being designed, Consultant shall
promptly notify the Contract Officer of said fact, circumstance, technique or event and the
estimated increased or decreased cost related thereto and, if Consultant is providing design
services, the estimated increased or decreased cost estimate for the project being designed.
6.3 Ownership of Documents.
All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes,
computer files, reports, records, documents and other materials (the "documents and materials")
prepared by Consultant, its employees, subcontractors and agents in the performance of this
Agreement shall be the property of City and shall be delivered to City upon request of the Contract
Officer or upon the termination of this Agreement, and Consultant shall have no claim for further
employment or additional compensation as a result of the exercise by City of its full rights of
ownership use, reuse, or assignment of the documents and materials hereunder. Any use, reuse or
assignment of such completed documents for other projects and/or use of uncompleted documents
without specific written authorization by the Consultant will be at the City's sole risk and without
liability to Consultant, and Consultant's guarantee and warranties shall not extend to such use,
reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant
shall have the right to use the concepts embodied therein. All subcontractors shall provide for
assignment to City of any documents or materials prepared by them, and in the event Consultant
fails to secure such assignment, Consultant shall indemnify City for all damages resulting
therefrom. Moreover, Consultant with respect to any documents and materials that may qualify as
"works made for hire" as defined in 17 U.S.C. § 101, such documents and materials are hereby
deemed "works made for hire" for the City.
6.4 Confidentiality and Release of Information.
(a) All information gained or work product produced by Consultant
in performance of this Agreement shall be considered confidential, unless such information is in
the public domain or already known to Consultant. Consultant shall not release or disclose any
such information or work product to persons or entities other than City without prior written
authorization from the Contract Officer.
(b) Consultant, its officers, employees, agents or subcontractors, shall
not, without prior written authorization from the Contract Officer or unless requested by the City
Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions,
response to interrogatories or other information concerning the work performed under this
Agreement. Response to a subpoena or court order shall not be considered "voluntary" provided
Consultant gives City notice of such court order or subpoena.
(c) If Consultant, or any officer, employee, agent or subcontractor of
Consultant, provides any information or work product in violation of this Agreement, then City
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01203.0006/303649.7
shall have the right to reimbursement and indemnity from Consultant for any damages, costs and
fees, including attorneys fees, caused by or incurred as a result of Consultant's conduct.
(d) Consultant shall promptly notify City should Consultant, its
officers, employees, agents or subcontractors be served with any summons, complaint, subpoena,
notice of deposition, request for documents, interrogatories, request for admissions or other
discovery request, court order or subpoena from any party regarding this Agreement and the work
performed there under. City retains the right, but has no obligation, to represent Consultant or be
present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with
City and to provide City with the opportunity to review any response to discovery requests
provided by Consultant. However, this right to review any such response does not imply or mean
the right by City to control, direct, or rewrite said response.
ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION
7.1 California Law.
This Agreement shall be interpreted, construed and governed both as to validity and to
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 in the Superior Court of the County of Los Angeles, State of California, or any other
appropriate court in such county, and Consultant covenants and agrees to submit to the personal
jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District
Court, venue shall lie exclusively in the Central District of California, in the County of Los
Angeles, State of California.
7.2 Disputes; Default.
In the event that Consultant is in default under the terms of this Agreement, the City shall
not have any obligation or duty to continue compensating Consultant for any work performed after
the date of default. Instead, the City may give notice to Consultant of the default and the reasons
for the default. The notice shall include the timeframe in which Consultant may cure the default.
This timeframe is presumptively thirty (30) days, but may be extended, though not reduced, if
circumstances warrant. During the period of time that Consultant is in default, the City shall hold
all invoices and shall, when the default is cured, proceed with payment on the invoices. In the
alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices
during the period of default. If Consultant does not cure the default, the City may take necessary
steps to terminate this Agreement under this Article. Any failure on the part of the City to give
notice of the Consultant's default shall not be deemed to result in a waiver of the City's legal rights
or any rights arising out of any provision of this Agreement.
7.3 Retention of Funds.
Consultant hereby authorizes City to deduct from any amount payable to Consultant
(whether or not arising out of this Agreement) (i) any amounts the payment of which may be in
dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or
damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by
reason of Consultant's acts or omissions in performing or failing to perform Consultant's
obligation under this Agreement. In the event that any claim is made by a third party, the amount
or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear
01203.0006/303649.7 -12- A-13
to be the basis for a claim of lien, City may withhold from any payment due, without liability for
interest because of such withholding, an amount sufficient to cover such claim. The failure of City
to exercise such right to deduct or to withhold shall not, however, affect the obligations of the
Consultant to insure, indemnify, and protect City as elsewhere provided herein.
7.4 Waiver.
Waiver by any party to this Agreement of any term, condition, or covenant of this
Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any
party of any breach of the provisions of this Agreement shall not constitute a waiver of any other
provision or a waiver of any subsequent breach or violation of any provision of this Agreement.
Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of
the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by
a non -defaulting party on any default shall impair such right or remedy or be construed as a waiver.
Any waiver by either party of any default must be in writing and shall not be a waiver of any other
default concerning the same or any other provision of this Agreement.
7.5 Rights and Remedies are Cumulative.
Except with respect to rights and remedies expressly declared to be exclusive 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 shall not preclude the exercise by it, at the same or
different times, of any other rights or remedies for the same default or any other default by the
other party.
7.6 Legal Action.
In addition to any other rights or remedies, either party may take legal action, in law or in
equity, to cure, correct or remedy any default, to recover damages for any default, to compel
specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any
other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary
provision herein, Consultant shall file a statutory claim pursuant to Government Code Sections
905 et seq. and 910 et seq., in order to pursue a legal action under this Agreement.
7.7 Termination Prior to Expiration of Term.
This Section shall govern any termination of this Contract except as specifically provided
in the following Section for termination for cause. The City reserves the right to terminate this
Contract at any time, with or without cause, upon thirty (30) days' written notice to Consultant,
except that where termination is due to the fault of the Consultant, the period of notice may be
such shorter time as may be determined by the Contract Officer. In addition, the Consultant
reserves the right to terminate this Contract at any time, with or without cause, upon sixty (60)
days' written notice to City, except that where termination is due to the fault of the City, the period
of notice may be such shorter time as the Consultant may determine. Upon receipt of any notice
of termination, Consultant shall immediately cease all services hereunder except such as may be
specifically approved by the Contract Officer. Except where the Consultant has initiated
termination, the Consultant shall be entitled to compensation for all services rendered prior to the
effective date of the notice of termination and for any services authorized by the Contract Officer
thereafter in accordance with the Schedule of Compensation or such as may be approved by the
Contract Officer, except as provided in Section 7.3. In the event the Consultant has initiated
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01203.0006/303649.7
termination, the Consultant shall be entitled to compensation only for the reasonable value of the
work product actually produced hereunder. In the event of termination without cause pursuant to
this Section, the terminating party need not provide the non -terminating party with the opportunity
to cure pursuant to Section 7.2.
7.8 Termination for Default of Consultant.
If termination is due to the failure of the Consultant to fulfill its obligations under this
Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and
prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to
the extent that the total cost for completion of the services required hereunder exceeds the
compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such
damages), and City may withhold any payments to the Consultant for the purpose of set-off or
partial payment of the amounts owed the City as previously stated.
7.9 Attorneys' Fees.
If either party to this Agreement is required to initiate or defend or made a party to any
action or proceeding in any way connected with this Agreement, the prevailing party in such action
or proceeding, in addition to any other relief which may be granted, whether legal or equitable,
shall be entitled to reasonable attorney's fees. Attorney's fees shall include attorney's fees on any
appeal, and in addition a party entitled to attorney's fees shall be entitled to all other reasonable
costs for investigating such action, taking depositions and discovery and all other necessary costs
the court allows which are incurred in such litigation. All such fees shall be deemed to have
accrued on commencement of such action and shall be enforceable whether or not such action is
prosecuted to judgment.
7.10 Liquidated Damages
Since the determination of actual damages for any delay in performance of this Agreement
would be extremely difficult or impractical to determine in the event of a breach of this Agreement,
the Contractor and its sureties shall be liable for and shall pay to the City the sum of ($)
as liquidated damages for each working day of delay in the performance of any service required
hereunder, as specified in the Schedule of Performance (Exhibit "D"). The City may withhold
from any monies payable on account of services performed by the Contractor any accrued
liquidated damages.
ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
8.1 Non -liability of City Officers and Employees.
No officer or employee of the City shall be personally liable to the Consultant, or any
successor in interest, in the event of any default or breach by the City or for any amount which
may become due to the Consultant or to its successor, or for breach of any obligation of the terms
of this Agreement.
8.2 Conflict of Interest.
Consultant covenants that neither it, nor any officer or principal of its firm, has or shall
acquire any interest, directly or indirectly, which would conflict in any manner with the interests
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01203.0006/303649.7
of City or which would in any way hinder Consultant's performance of services under this
Agreement. Consultant further covenants that in the performance of this Agreement, no person
having any such interest shall be employed by it as an officer, employee, agent or subcontractor
without the express written consent of the Contract Officer. Consultant agrees to at all times avoid
conflicts of interest or the appearance of any conflicts of interest with the interests of City in the
performance of this Agreement.
No officer or employee of the City shall have any financial interest, direct or indirect, in
this Agreement nor shall any such officer or employee participate in any decision relating to the
Agreement which affects her/his financial interest or the financial interest of any corporation,
partnership or association in which (s)he is, directly or indirectly, interested, in violation of any
State statute or regulation. The Consultant warrants that it has not paid or given and will not pay
or give any third party any money or other consideration for obtaining this Agreement.
8.3 Covenant Against Discrimination.
Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons
claiming under or through them, that there shall be no discrimination against or segregation of,
any person or group of persons on account of race, color, creed, religion, sex, gender, sexual
orientation, marital status, national origin, ancestry or other protected class in the performance of
this Agreement. Consultant shall take affirmative action to insure that applicants are employed
and that employees are treated during employment without regard to their race, color, creed,
religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected
class.
8.4 Unauthorized Aliens.
Consultant hereby promises and agrees to comply with all of the provisions of the Federal
Immigration and Nationality Act, 8 U.S.C.A. §§ 1101, et seq., as amended, and in connection
therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ
such unauthorized aliens for the performance of work and/or services covered by this Agreement,
and should any liability or sanctions be imposed against City for such use of unauthorized aliens,
Consultant hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions
imposed, together with any and all costs, including attorneys' fees, incurred by City.
ARTICLE 9. MISCELLANEOUS PROVISIONS
9.1 Notices.
Any notice, demand, request, document, consent, approval, or communication either party
desires or is required to give to the other party or any other person shall be in writing and either
served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager
and to the attention of the Contract Officer (with her/his name and City title), City of Rancho Palos
Verdes, 30940 Hawthorne Blvd., California 90275 and in the case of the Consultant, to the
person(s) at the address designated on the execution page of this Agreement. Either party may
change its address by notifying the other party of the change of address in writing. Notice shall be
deemed communicated at the time personally delivered or in seventy-two (72) hours from the time
of mailing if mailed as provided in this Section.
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01203.0006/303649.7
9.2 Interpretation.
The terms of this Agreement shall be construed in accordance with the meaning of the
language used and shall not be construed for or against either party by reason of the authorship of
this Agreement or any other rule of construction which might otherwise apply.
9.3 Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed to be an
original, and such counterparts shall constitute one and the same instrument.
9.4 Integration; Amendment.
This Agreement including the attachments hereto is the entire, complete and exclusive
expression of the understanding of the parties. It is understood that there are no oral agreements
between the parties hereto affecting this Agreement and this Agreement supersedes and cancels
any and all previous negotiations, arrangements, agreements and understandings, if any, between
the parties, and none shall be used to interpret this Agreement. No amendment to or modification
of this Agreement shall be valid unless made in writing and approved by the Consultant and by
the City Council. The parties agree that this requirement for written modifications cannot be
waived and that any attempted waiver shall be void.
9.5 Severability.
In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections
contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or
decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any
of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are
hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder
unless the invalid provision is so material that its invalidity deprives either party of the basic benefit
of their bargain or renders this Agreement meaningless.
9.6 Warranty & Representation of Non -Collusion.
No official, officer, or employee of City has any financial interest, direct or indirect, in this
Agreement, nor shall any official, officer, or employee of City participate in any decision relating
to this Agreement which may affect his/her financial interest or the financial interest of any
corporation, partnership, or association in which (s)he is directly or indirectly interested, or in
violation of any corporation, partnership, or association in which (s)he is directly or indirectly
interested, or in violation of any State or municipal statute or regulation. The determination of
"financial interest" shall be consistent with State law and shall not include interests found to be
"remote" or "noninterests" pursuant to Government Code Sections 1091 or 1091.5. Consultant
warrants and represents that it has not paid or given, and will not pay or give, to any third party
including, but not limited to, any City official, officer, or employee, any money, consideration, or
other thing of value as a result or consequence of obtaining or being awarded any agreement.
Consultant further warrants and represents that (s)he/it has not engaged in any act(s), omission(s),
or other conduct or collusion that would result in the payment of any money, consideration, or
other thing of value to any third party including, but not limited to, any City official, officer, or
employee, as a result of consequence of obtaining or being awarded any agreement. Consultant is
aware of and understands that any such act(s), omission(s) or other conduct resulting in such
01203.0006/303649.7 -16- A-17
payment of money, consideration, or other thing of value will render this Agreement void and of
no force or effect.
Consultant's Authorized Initials
9.7 Corporate AuthoritX.
The persons executing this Agreement on behalf of the parties hereto warrant that (i) such
party is duly organized and existing, (ii) they are duly authorized to execute and deliver this
Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally
bound to the provisions of this Agreement, and (iv) that entering into this Agreement does not
violate any provision of any other Agreement to which said party is bound. This Agreement shall
be binding upon the heirs, executors, administrators, successors and assigns of the parties.
[SIGNATURES ON FOLLOWING PAGE]
01203.0006/303649.7
-17 - A-18
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date and year first -above written.
ATTEST:
, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
David J. Aleshire, City Attorney
CITY:
CITY OF RANCHO PALOS VERDES, a
municipal corporation
CONSULTANT:
By:
Name:
Title:
Name:
Title:
Address:
, Mayor
Two corporate officer signatures required when Consultant is a corporation, with one signature required from
each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any
Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT'S SIGNATURES
SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS
MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR
REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY.
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01203.0006/303649.7
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On , 2015 before me, , personally appeared , proved to me on the
basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true
and correct.
WITNESS my hand and official seal.
Signature:
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form
CAPACITY CLAIMED BY SIGNER
❑
INDIVIDUAL
❑
CORPORATE OFFICER
TITLES)
❑
PARTNER(S) ❑ LIMITED
❑ GENERAL
❑
ATTORNEY-IN-FACT
❑
TRUSTEE(S)
❑
GUARDIAN/CONSERVATOR
❑
OTHER
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
DESCRIPTION OF ATTACHED DOCUMENT
TITLE OR TYPE OF DOCUMENT
NUMBER OF PAGES
DATE OF DOCUMENT
SIGNER(S) OTHER THAN NAMED ABOVE
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
A-20
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On , 2015 before me, , personally appeared , proved to me on the
basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true
and correct.
WITNESS my hand and official seal.
Signature:
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form.
CAPACITY CLAIMED BY SIGNER
❑
INDIVIDUAL
❑
CORPORATE OFFICER
TITLE(S)
❑
PARTNER(S) ❑ LIMITED
❑ GENERAL
❑
ATTORNEY-IN-FACT
❑
TRUSTEE(S)
❑
GUARDIAN/CONSERVATOR
❑
OTHER
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
01203.0006/303649.7
DESCRIPTION OF ATTACHED DOCUMENT
TITLE OR TYPE OF DOCUMENT
NUMBER OF PAGES
DATE OF DOCUMENT
SIGNER(S) OTHER THAN NAMED ABOVE
A-21
EXHIBIT "A"
SCOPE OF SERVICES
I. Fire Grazers Inc. Shall perform the following services for the City of Rancho Palos
Verdes in accordance with the requirements set forth in the "City of Rancho Palos
Verdes, California Contract Documents For Fuel Modification Services By Grazing
For The City Of Rancho Palos Verdes Facilities", such services to be compensated for
pursuant to Exhibit "C," Schedule of Compensation. This work shall include the
following:
A. Fire Grazers Inc. shall provide all Supervision, labor, materials, livestock, and
equipment as required to provide fuel modification by grazing services to City
facilities in accordance with the specifications and the mutually agreed to grazing
plan which will be developed annually, prior to the grazing season.
II. In addition to the requirements of Section 6.2, during performance of the Services,
Consultant will keep the City appraised of the status of performance by delivering
the following status reports:
A. Fire Grazers Inc. shall complete consecutively numbered legible weekly reports
indicating the number of people working, their names, a narrative description of
work performed, the individual locations of the work, start time, finish time, and the
date. The Contractor's Superintendent shall sign each report. The weekly report
shall be completed on forms prepared by the Contractor and acceptable to the
Director of Public Works or his authorized representative. No progress payments
will be processed or made to the Contractor unless all weekly reports are
completed to the date of submittal of application for payment.
III. All work product is subject to review and acceptance by the City, and must be
revised by the Consultant without additional charge to the City until found
satisfactory and accepted by City.
01203.0006/303649.7
A-22
EXHIBIT "B"
SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
I. The first paragraph of Section 2.4, Invoices, is hereby amended to read as follows (new
text is identified in underline, deleted text is identified by st-rilrie thFouglf):
Each month Consultant shall furnish to City an original invoice for all work performed and
expenses incurred during the preceding month in a form approved by City's Director of Finance
and/or Director of Public Works. By submitting an invoice for payment under this Agreement,
Consultant is certifying compliance with all provisions of the Agreement. The invoice shall
detail charges for all necessary and actual expenses by the following categories: labor (by sub-
category), travel, materials, equipment, supplies, and sub -contractor contracts. Sub -contractor
charges shall also be detailed by such categories. Consultant shall not invoice City for any
duplicate services performed by more than one person.
II. Section 4.4, Independent Consultant, is hereby amended to read as follows (new text is
identified in underline, deleted text is identified by stFil eugh):
Neither the City nor any of its employees shall have any control over the manner, mode or means
by which Consultant, its agents or employees, perform the services required herein, except as
otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or
control of Consultant's employees, servants, representatives or agents, or in fixing their number,
compensation or hours of service, except as otherwise set forth herein. Consultant shall perform
all services required herein as an independent contractor of City and shall remain at all times as
to City a wholly independent contractor with only such obligations as are consistent with that
role. Consultant shall not at any time or in any manner represent that it or any of its agents or
employees are agents or employees of City. City shall not in any way or for any purpose become
or be deemed to be a partner of Consultant in its business or otherwise or a joint venturer or a
member of any joint enterprise with Consultant.
III. Section 5.1, Insurance Coverages, is hereby amended to read as follows (new text is
identified in underline, deleted text is identified by strike through):
The Consultant shall procure and maintain, at its sole cost and expense, in a form and
content satisfactory to City, during the entire term of this Agreement including any extension
thereof, the following policies of insurance which shall cover all elected and appointed officers,
employees and agents of City:
(a) Commercial General Liability Insurance (Occurrence Form CG0001 or
e uivalent). A policy of comprehensive general liability insurance written on a per occurrence
basis for bodily injury, personal injury and property damage. The policy of insurance shall be in
an amount not less than $1,000,000.00 per occurrence or if a general aggregate limit is used, then
the general aggregate limit shall be twice the occurrence limit.
01203.0006/303649.7
A-23
(b) Worker's Compensation Insurance. A policy of worker's compensation
insurance in such amount as will fully comply with the laws of the State of California and which
shall indemnify, insure and provide legal defense for the Consultant against any loss, claim or
damage arising from any injuries or occupational diseases occurring to any worker employed by
or any persons retained by the Consultant in the course of carrying out the work or services
contemplated in this Agreement.
(c) Automotive Insurance (Form CA 0001 (Ed 1/87) including `any auto" and
endorsement CA 0025 or equivalent). A policy of comprehensive automobile liability insurance
written on a per occurrence for bodily injury and property damage in an amount not less than
$1,000,000. Said policy shall include coverage for owned, non -owned, leased, hired cars and any
automobile.
(e) Subcontractors. Consultant shall include all subcontractors as insureds
under its policies or shall furnish separate certificates and certified endorsements for each
subcontractor. All coverages for subcontractors shall include all of the requirements stated herein.
(f) Additional Insurance. Policies of such other insurance, as may be required
in the Special Requirements in Exhibit `B".
IV. Section 7.10 titled "Liquidated Damages" is amended in full to read as follows:
Complaints can be generated by third parties or directly by City inspection. The Contract
Officer may issue an oral warning, or if warnings are not effective, the Contractor Officer may
issue a Corrective Action Request (CAR) to the Contractor. In addition to issuing the CAR, the
Contract Officer may assess liquidated damages against Contractor. CARs shall be classified in
the following categories:
(a) Level I: A minor non -systemic non-compliance with the Agreement. Level
I CARS can typically be corrected on the spot or within 24 hours. Failure of the Contractor to
resolve Level I CARS within 24 hours of notification, unless otherwise specified by the Contract
Officer, may result in an escalation to Level II status.
(b) Level II: A serious systemic non-compliance with the Agreement or a
repeated non-compliance with the Agreement. Level II CARS shall result in liquidated damages
in the amount of $125 per day the Contractor does not comply with the Agreement. Failure of the
01203.0006/303649.7
A-24
IN i0110.0.
11�1
111 _11
115ANT-091-M-0
(e) Subcontractors. Consultant shall include all subcontractors as insureds
under its policies or shall furnish separate certificates and certified endorsements for each
subcontractor. All coverages for subcontractors shall include all of the requirements stated herein.
(f) Additional Insurance. Policies of such other insurance, as may be required
in the Special Requirements in Exhibit `B".
IV. Section 7.10 titled "Liquidated Damages" is amended in full to read as follows:
Complaints can be generated by third parties or directly by City inspection. The Contract
Officer may issue an oral warning, or if warnings are not effective, the Contractor Officer may
issue a Corrective Action Request (CAR) to the Contractor. In addition to issuing the CAR, the
Contract Officer may assess liquidated damages against Contractor. CARs shall be classified in
the following categories:
(a) Level I: A minor non -systemic non-compliance with the Agreement. Level
I CARS can typically be corrected on the spot or within 24 hours. Failure of the Contractor to
resolve Level I CARS within 24 hours of notification, unless otherwise specified by the Contract
Officer, may result in an escalation to Level II status.
(b) Level II: A serious systemic non-compliance with the Agreement or a
repeated non-compliance with the Agreement. Level II CARS shall result in liquidated damages
in the amount of $125 per day the Contractor does not comply with the Agreement. Failure of the
01203.0006/303649.7
A-24
Contractor to resolve Level II CARS within two (2) days of notification, or such period as the
Contract Officer shall prescribe, may result in an escalation to Level III status.
(c) Level III: A major systemic non-compliance with the Agreement or a
repeated non-compliance which has previously been identified as a Level II CAR. Level III CARS
shall result in liquidated damages in the amount of $250 per day the Contractor does not comply
with the Agreement. Failure of the Contractor to resolve Level III CARs within two (2) days of
notification, or such period as the Contract Officer shall prescribe, shall result in an escalation to
Cure Notice status.
(d) Cure Notice: An egregious systemic non-compliance with the Agreement
or a repeated non-compliance which has previously been identified as a Level III CAR. Cure
Notices shall result in liquidated damages in the amount of $500 per day the Contractor does not
comply with the Agreement. Cure Notices require the complete and immediate attention of the
Contractor. Failure of the Contractor to resolve the Cure Notice within fifteen (15) days of
notification, or such period as the Contract Officer shall prescribe, may result in suspension or
termination of the contract.
(e) Nothing herein shall be construed as limiting City's right to terminate the
Agreement for default by Contractor or otherwise limit the City's enforcement rights or remedies
the Agreement. Furthermore, nothing herein shall be construed as requiring City to impose
liquidated damages prior to terminating or taking other action.
01203.0006/303649.7
A-25
EXHIBIT "C"
SCHEDULE OF COMPENSATION
I. Fire Grazers Inc. shall perform the following tasks at the following rates:
A. Fuel Modification by Grazing:
ITEM
NO.
DESCRIPTION
UNIT
ESTIMATED
ANNUAL
QUANTITY
ANNUAL
COST
3 YEAR
BASE
TERM
COST
1
Grandview Park #1 (2.12 Acres) *
LS
1
$2,162.00
$6,486.00
2
Grandview Park #2 (7.31 Acres) *
LS
1
$7,456.00
$22,368.00
3
Indian Peak Road .93 Acres *
LS
1
$1,220.00
$3,660.00
4
Via Capri (1.8 Acres) *
LS
1
$4,960.00
$14,070.00
5
City Hall (2.07 Acres) *
LS
1
$4,050.00
$12,150.00
6
Point Vicente Interpretive Center
10.7 Acres *
LS
1
$6,500.00
$19,500.00
7
Coast Site Drive (1.28 Acres)
LS
1
$1,840.00
$5,520.00
8
Tarragon Road (1.28 Acres) *
LS
1
$2,500.00
$7,500.00
9
Barkentine Road (1.82 Acres) *
LS
1
$4,750.00
$14,250.00
10
Abalone Cove Side 48 Acres
LS
1
$1,320.00
$3,960.00
11
Narcissa Dr. (.55 Acres) *
LS
1
$3,200.00
$9,600.00
12
Upper Crest (12.1 Acres) *
LS
1
$18,200.00
$54,600.00
13
Vanderlip Rd. (.8 Acres) *
LS
1
$3,450.00
$10,350.00
14
Dauntless Dr. .99 Acres
LS
1
$1,870.00
$5,610.00
15
Palos Verdes Drive South
Admirable .53 Acres *
LS
1
$870.00
$2,160.00
16
Forrestal ( 4.28 Acres) *
LS
1
$7,475.00
$22,425.00
17
Shoreline ( 2.97 Acres)
LS
1
$5,800.00
$17,400.00
18
Sunnyside Ridge ( 1.88 Acres) *
LS
1
$3,040.00
$9,120.00
19
Montemala a Dr. 1.51 Acres *
LS
1
$2,780.00
$8,340.00
20
San Ramone 1.3 Acres
LS
1
$2,790.00
$8,910.00
ANNUAL TOTAL
XX
XX
$86,143.00
XX
THREE YEAR BASE CONTRACT
TOTAL
XX
XX
XX
$258,429.00
NOTE: * indicates sites anticipated to require fuel modification in first
year of contract.
BID ALTERNATES
ITEM
COST PER
NO.
DESCRIPTION
UNIT
ACRE
ADDITIONAL FUEL
1
1
MODIFICATION by GRAZING
Acre
$1,320.00
01203.0006/303649.7
A-26
II. Retention: Not Used
III. Within the budgeted amounts for each Task, and with the approval of the Contract
Officer, funds may be shifted from one Task subbudget to another so long as the
Contract Sum is not exceeded per Section 2.1, unless Additional Services are
approved per Section 1.8.
IV. The City will compensate Fire Grazers Inc. for the Services performed upon
submission of a valid invoice. Each invoice is to include:
Line items for each location serviced and completed weekly reports.
IV. The total compensation for the Services for Fiscal Years 2016-2017 through 2018-
2019 shall not exceed $ 258,429.00, as provided in Section 2.1 of this Agreement, and
the annual amount shall not exceed $ 86,143.00.
V. The Consultant's billing rates for all locations are detailed in Exhibit C-1, Section I,
sub -section A.
01203.0006/303649.7
A-27
EXHIBIT "D"
SCHEDULE OF PERFORMANCE
I. Unless earlier terminated in accordance with Article 7 of this Agreement, the term of
this Agreement shall be February 1, 2017, to January 31, 2020. The term of this
Agreement may be extended up to three years, by exercising up to three one-year
options, based on Contractor performance and mutual consent.
II. Consultant shall perform all Services timely in accordance with the schedule in
Exhibit "A-1" of this agreement.
III. Consultant shall deliver monthly status reports in accordance with Exhibit "A",
Section II of this agreement.
III. The Contract Officer may approve extensions for performance of the services in
accordance with Section 3.2.
01203.0006/303649.7
A-28
PROPOSAL
CITY OF RANCHO PALOS VERDES
FUEL MODI FICATION SERVICES BY G RAZZ NG FOR TH E CITY OF RANCHO
PALOS VERDES
TO THE DIRECTOR OF PUBLIC WORKS, CITY OF RANCHO PALOS VERDES:
The undersigned, as bidder, declares that: (1) this proposal is made without collusion with any
other person, firm or corporation, and that the only persons or parties interested as principals
are those named herein; (2) bidder has carefully examined the project plans, specifications,
instructions to bidders, proposal, notice to contractors and all other information furnished
therefore and the site of the proposed work; (3) bidder has investigated and is satisfied as to the
conditions to be encountered, the character, quality and quantities of work to be performed and
materials to be furnished. Furthermore, bidder agrees that submission of this proposal shall be
conclusive evidence that such examination and investigation have been made and agrees, in
the event this contract be awarded to bidder, to enter into a contract with the CITY OF
RANCHO PALOS VERDES, to perform said proposed work in accordance with the plans, if any,
and the terms of the specifications, in the time and manner therein prescribed, and to furnish or
provide all materials, labor, tools, equipment, apparatus and other means necessary so to do,
except such thereof as may otherwise be furnished or provided under the terms of said
specifications, for the following stated unit prices or lump -sum price as submitted on the
Schedule attached hereto:
The bidder shall submit as part of this proposal a completed copy of the Contractor's Industrial
Safety Record.
Accompanying this proposal is C^A r rS cLck (Insert) 1 1060 "cash,"
"Cashier's Check," "certified check," or "Bid Bond," as the case may be) in the amount equal to
at least ten percent (10%) of the total aggregate bid price hereof based on the quantities shown
and the unit prices quoted in the Bid Schedule.
The undersigned further agrees that should he/she be awarded the contract on the basis hereof
and thereafter, defaults in executing the required contract, with necessary bonds and
documents, within ten (10) days, not including Sundays and legal holidays, after having
received notice that the contract has been awarded and is ready for signature, the proceeds of
the security accompanying his bid shall become the property of the CITY OF RANCHO PALOS
VERDES and this proposal and the acceptance thereof may be considered null and void.
The undersigned certifies to have a minimum of five (5) consecutive years of current experience
in the type of Work related to this Project and that this experience is in actual operation of the
firm with permanent employees performing a part of the Work as distinct from a firm operating
entirely by subcontracting all phases of the Work. The undersigned also certifies to be properly
licensed by the State as a contractor to perform this type of Work and further certifies to have
been so licensed for the five (5) years immediately preceding the date of receipt of Bids. The
undersigned possesses California Contractor's License Number jy/� _, Class,
which expires on N .n____,
Signature(s) of bidder:
If an individual, so state.a firm co -partnership, state the firm name and give the names of
P-1
A notary public or other officer completing this
certificate verifies only the identity of the individual
who signed the document to which this certificate
is attached, and not the truthfulness, accuracy, or
validity of that document.
State of California
County of MAIPOSA
Subscribed and sworn to (or affirmed) before me on this 29th
day of NOVEMBER , 20 16, by MICHAEL CHOI AND
PENELOPE CHOI ---------------------------------------------------
proved to me on the basis of satisfactory evidence to be the
person(s) who appeared before me.
d RHONOA MATTHEWS
7 � .,ARY PUBLIC , CALIFORNIA
COMMISSION # 2086260 L'
MARIPOSA COUNTY
w «^ My Comm. Exp. November A, 2018
(Seal)
Signature
-qu ee db dvcUrNer'+'
+'m 1%
ACKNOWLEDGMENT
A notary public or other officer completing this
certificate verifies only the identity of the individual
who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or
validity of that document.
State of California
County of MARIPOSA
On NOVEMBER 29 2016
before me, RHONDA MATTHEWS, NOTARY PUBLIC
(insert name and title of the officer)
personally appeared MICHAEL CHOI AND PENELOPE CHOI ____________________________
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) iv/are
subscribed to the within instrument and acknowledged to me that hefsf /they executed the same in
/their authorized capacity(ies), and that by 444w/their signature(s) on the instrument the
person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal. NOTARYUBLC*CALIFORNIA
COMMISSION # 2085260
MARIFO.NCOUNTY
mm. 8xp. ember 4. 2098
y Cu
Signatur (Seal)
-7-5Pe4 cjocureAc--n%-' �oSC,,�
K�o % pc� 5 ,, �� a (tw lsr� A��+twa
M9
all individual co-partners composing the firm. If a corporation, state legal name of corporation,
also names of president, secretary, treasurer, and manager thereof. Two notarized officer's
signatures and the corporate seal are required for corporations.
Legal Business Name: F ► re, M & ra\z e- rS � n +c .
Address: -4107 TUrlonale_ Rei 1 �o�rlb oa►, C4 25338
Telephone: 310 4bS 11727
Contact: M J<J (, nog
Proposals which do not show the Contractor's License Number and expiration date of the
Bidder's License under the provisions of Chapter 9 of Division 3 of the Business & Professional
Code will be rejected.
Bid Date Novew,6C r ,3Q, ZO 16
This information must include all construction work undertaken in the State of California by the
bidder and partnership joint venture or corporation that any principal of the bidder participated in
as a principal or owner for the last five calendar years and the current calendar year prior to the
date of bid submittal. Separate information shall be submitted for each particular partnership,
joint venture, corporate or individual bidder. The bidder may attach any additional information or
explanation of data which bidder would like to be taken into consideration in evaluating the
safety record. An explanation must be attached of the circumstances surrounding any and all
fatalities.
P-2
B-4
CITY OF RANCHO PALOS VERDES
BID SHEET
FUEL MODIFICATION SERVICES BY GRAZING
FOR THE CITY OF RANCHO PALOS VERDES
Bidder's Name: F; " &ro,ztrs I,,,c .
To the Honorable Mayor and Members of the City Council:
In compliance with the Notice Inviting Sealed Bids, the undersigned hereby agrees to enter into
a contract to furnish all labor, materials, equipment and supplies for the project identified as
Fuel Modification Services by Grazing for the City of Rancho Palos Verdes in accordance
with the specifications and pians for demolition, construction and installation in the Contract
Documents which are on file in the office of the Director of Public Works of the City of Rancho
Palos Verdes to the satisfaction and under the direction of the Director of Public Works at the
following prices:
LUMP SUM ITEMS SHALL INCLUDE PROVIDING AND INSTALLATION OF ALL
COMPONENTS STIPULATED WITHIN THE CONTRACT DOCUMENTS AND NECESSARY
INCIDENTALS TO FACILITATE PROVIDING SAID COMPONENTS. SURVEY, GRADING,
AND BMPS SHALL BE CONSIDERED INCLUDED IN THE INDIVIDUAL BID ITEMS. NO
ADDITIONAL PAYMENTS WILL BE MADE.
The quantities reflected on the plans and in the bid -sheets are representative of the amount of
work for each item on the project, but are not final quantities to be used for computing payment.
Payment will be based on the measurement of actual work completed. The contractor must
notify in writing to the project manager of all discrepancies between actual bid quantities and
those shown in the bid document prior to commencement of work in any area of the project.
P -:_
BID SCHEDULE
ITEM
NO.
DESCRIPTION
UNIT
ESTIMATED
ANNUAL
QUANTITY
ANNUAL
COST
3
YEAR
BASE
TERM
COST
1
Grandview Park #1 (2.12 Acres) *
LS
1
1
Zt (y2
2
Grandview Park #2 (7.31 Acres) *
LS
1
ci
3
Indian Peak Road (.93 Acres) *
LS
1
1 2 n
122t�%
4
Via Capri (1.8 Acres) *
LS
5
City Hall (2.07 Acres) *
LS
1
;.
a&V)C,
6
Point Vicente Interpretive Center (10.7 Acres)
*
LS
7
Coast Site Drive (1.28 Acres)
LS
1
1 C>
1 34VY
8
Tarragon Road (1.28 Acres) *
LS
1
6 V
9
Barkentine Road (1.82 Acres) *
LS
1
a v
416
10
Abalone Cove (Side) (.48 Acres)
LS
132
11
Narcissa Dr. (.55 Acres) *
LS
12
Upper Crest (12.1 Acres) *
LS
1t20o/
13
Vanderlip Rd. (.8 Acres) *
LS
L0 ,
14
Dauntless Dr. (.99 Acres)
LS
1
1 v
f
15
Palos Verdes Drive South (Admirable) (.53
Acres *
LS
1
a --,�0
16
Forrestal ( 4.28 Acres) *
LS
1
-Lk I -e?
17
Shoreline ( 2.97 Acres)
LS
1
5'uc)
i
18
Sunnyside Ride 1.88 Acres *
LS
1
-3 0 4V
3-t +4
19
Montemala a Dr. 1.51 Acres) *
LS
1
?--+ 9 0
2 -4 160 /
20
San Ramone 1.3 Acres
LS
1
2q .-. 0
�t-n�
ANNUAL TOTAL
XX
XX
bLo ICY 13
XX
THREE YEAR BASE CONTRACT TOTAL
XX
XX
XX
?-Ua
NOTE: * indicates sites anticipated to require fuel modification in first year of contract.
BID ALTERNATES
ITEM
COST PER
NO.
DESCRIPTION
UNIT
ACRE
ADDITIONAL FUEL MODIFICATION by
1
1
GRAZING
Acre
TOTAL BASE BID SCHEDULE IN NUMBERS: $ C66, iki�3 ° oc'
it
r,
r
TOTAL BASE BID SCHEDULE IN WORDS:,��� `� aX "C4$'''� ia`�� c ►� 1+��°� 12� ct�C`� ic'
P-4
REVISION NOTES
This page has been revised due to a misinterpretation on our part regarding what
information the bid schedule was requiring. Here, we present the same information in a
clarified manner and in accordance with the intended presentational requirements of the
bid. The total base bid cost is now presented as the sum of all three years instead of
shown on a per annum basis. All annual dollar amounts remain the same as those
presented in the originally submitted bid.
ITEM
NO.
DESCRIPTION
UNIT
ESTIMATED
ANNUAL
QUANTITY
ANNUAL
COST
3
YEAR
BASE
TERM
COST
I
Grandview Park #1 (2.12 Acres) *
LS
ADD
132.0
2
Grandview Park #2 (7.31 Acres) *
LS
3
Indian Peak Road (.93 Acres)
LS
_j Z7-0
36.6 0
4
Via Capri(1.5(1.8 Acres)
LS
1
070
5
City Hall (2.07 Acres)
LS
I
6
Point Vicente interpretive Center 1--0--7"-Ac—re* s)
LS
1
o
14,500
7
Coast Site Drive (1.28 Acres)
LS
8
9
Tarragon Road (1.28 Acres)
Barkentine Road (1,82 Acres)
LS
LS
1
1
-2=500
4-750
7600
it 160
10
Abalone Cove (Side) (.48 Acres)
LS
1
132-0
39 60
11
Narcissa Dr. (55 Acres)
LS
1
.3. o
-1-6 0 0--,
12
Upper Crest (12.1 Acres)
--l-S
—0
13
Vanderlip Rd. (.8 Acres)
14
Dauntless Dr. (99 Acres)
LS
610
15
Palos Verdes Drive South (Admirable) (.53
Acres)
LS
97 0 _.
2- 610
16
Forrestal ( 4.28 Acres)
LS
1
=+
7-2-t25
17
Shoreline ( 2.97 Acres)
LS
1
17 �b!D
18__
Sunnyside
LS
1
3044
117-0
19
Monteqja!�a Dr�,j,,51Acres
LS
1
2,7,;,�-
93+0
20
San Rag2one 1.3 Acres
LS
1
Z170
t-10
ANNUAL TOTAL
xx
xx
THREE YEAR BASE CONTRACT TOTAL
KX
xx
xx
z
NOTE: * indicates sites anticipated to require fuel modification in first year of contract.
ITEM
COST PER
No.
DESCRIPTION
UNIT
—1
ACRE
ADD
132.0
1
GRAZING
Acre
TOTAL BASE BID SCHEDULE IN NUMBERS.$ ---2. �27A.-00
T,0 w4r'ca r-"
TOTAL BASE BID SCHEDULE IN WORDS: f our 61Alietl ..A' tA0"nk*V ,VnP-
P-4
The contract shall be awarded to the lowest responsible bidder based on the TOTAL
BASE BID.
Note: Some items may be adjusted or deleted. Any changes to the quantities for these items
shall not classify as a substantial change as stipulated in Section 3-2.2.1 of the Standard
Specifications. Therefore, regardless of total actual amount (percentage) compared to
estimated quantities, the unit prices provided above by the Bidder shall be applied to the final
quantity when payment is calculated for these items. No adjustment in the unit prices will be
allowed. The City reserves the right to not use any of the estimated quantities, and if this right is
exercised, the Contractor will not be entitled to any additional compensation. Cost of all export
of material shall be included in the above unit costs; no additional compensation will be granted
for such expenses. The Contract shall be awarded to the lowest responsible Bidder based on
the total Bid price. This proposal shall include provision for at -risk youth employment per
specification and grant requirements.
P-5
B-9
INFORMATION REQUIRED OF BIDDER
Fill out all of the following information. Attach additional sheets if necessary.
(1) Bidder's name: Fi rr,*f- rtam-erS T n c.
(2) If the Bidder's name is a fictitious name, who or what is the full name of the registered
owner? If the Bidder's name is not a fictitious name, write "NIA" in the response to this
question. If you are doing business under a fictitious name, provide a copy of the filed
valid Fictitious Business Name Statement.
NZA
(3) Business address: 410 7 Trian!al iza. (Hmr►C A IS 3 3 8
(4) Telephone: 310 465-972-7 Facsimile: WA
(5) Type of firm -Individual, Partnership, LLC or Corporation: 60rporafid n
(6) Corporation organized under the laws of the state of: , (,c, I' f'ornra
(7) California State Contractor's License Number and Class:��
(8) DIR Contractor Registration Number: NSA
(9) List the name zind title of the person(s) who inspected the site of the proposed Work for
your firm: M i ul-q,.i, G En
(10) Number of years' experience the company has as a contractor in construction work: 0
(11) List the names, titles, addresses and telephone numbers of all individuals, firm
members, partners, joint venturers, ano company or corporate officers having a principal
interest in this Proposal: I`1 I( "-c` Gko i , 1-1(37 Tr; a v%c4 RJ
N Ur po s c, C,A. R5 3 3 S; (316 ) 4-6 5---9 7 2 7
List at least three similar projects completed as of recent date:
Contract ' Date Name, Address of Owner, & Telephone
Amount Class of Work ` Completed No.
''f-y�,Q 1h�j11(-iCo•'�'i`' '-pror jCpne{no rains vuacs
� � 0 0 0 .I ter-(., 2016 y 310 177:q'160
as v;Ms "Ion W,7%lwlrl CAIc it
4-000 c_ g g__
Q Q� �� 1 I 1 Naryw+ouhfi- Col k 30S0o 106J05.V a1. 3to --
td o►b�fs�a� M0% 2-0I't _1 D_ r• s� ��I�o _P 1a ,GV7,333
(12)NOTE: Upon request of the CITY, the bidder shall furnish evidence showing a notarized
financial statement, financial data, construction experience, or other information.
(13) "Bidder shall be properly licensed at the time of bid submission or the bid shall be
considered non-responsive and shall be rejected."
P-6
B-10
P-7
B-11
REFERENCES
For all public agency projects in excess of $300,000 you are currently working on or have
worked on in the past five (5) years, provide the following information:
Project 1 Name/ Number KIA
Project Description
Approximate Construction Dates From: To:
Agency Name:
Contact Person: Telephone:
Address:
Original Contract Amount: $ Final Contract Amount: $
If final amount is different from original amount, please explain (change orders, extra work, etc.)
Did you file any claims against the Agency? Circle one: Yes No
e
Did the Agency file any claims against you? Circle one: Yes No
If you answered yes to either of the above two qutions, please explain and indicate outcome
of claims.
Project 2 Name/ Number IN/
Project Description
Approximate Construction Dates
Agency Name:
Contact Person:
Address:
Original Contract Amount: $`
From: To:
Telephone:
Final Contract Amount:
P-8
B-12
If final amount is different from original amount, please explain (change orders, extra work, etc.)
._.._.....__..
Did you file any claim\eithe
Agency? Circle one: Yes No
Did the Agency file ainst you? Circle one: Yes No
If you answered yes e above two questions, please explain and indicate outcome
of claims.
Project 3 Name/ Number AL
Project Description
Approximate Construction Dates
Agency Name:
Contact Person:
Address:
From: To:
Telephone:
Original Contract Amount: $ FiI Contract Amount: $
If final amount is different from original amount, please explain (c ange orders, extra work, etc.)
Did you file any claims against the Agency? Circle one: Yes No
Did the Agency file any claims against you? Circle one: Yes No
If you answered yes to either of the above two questions, please explai\an*ndicate outcome
of claims.
Me
B-13
Project 4 Name/ Number IV/
Project Descrip ion
Approximate Co struction Dates From: To:
Agency Name:
Contact Person:
Address:
Original Contract Amount:
If final amount is different
Telephone:
Final Contract Amount: $
original amount, please explain (change orders, extra work, etc.)
Did you file any claims against the A ency? Circle one: Yes No
Did the Agency file any claims against ? Circle one: Yes No
If you answered yes to either of the abov two questions, please explain and indicate outcome
of claims.
Project 5 Name/ Number -IN il I
Project Description
Approximate Construction Dates
Agency Name:
From:
To:
Contact Person:Telephone:
Address:
Original Contract Amount: $ Final Cont\or
mount: $
If final amount is different from original amount, please explain (changers, extra work, etc.)
P- 10
AMA
Did you file any claims agA
Did the Agency file any clai
If you answered yes to either
of claims.
Project 6 Name/ Number
the Agency? Circle one: Yes No
against you? Circle one: Yes No
�f the above two questions, please explain and indicate outcome
Project Description
Approximate Construction Dates
Agency Name:
From:
Contact Person: Telephone:
Address:
Original Contract Amount: $ Final Contract Amount: $
If final amount is different from original amount, please explai (change orders, extra work, etc.)
Did you file any claims against the Agency? Circle one: Yes N
Did the Agency file any claims against you? Circle one: Yes No
If you answered yes to either of the above two questions, please explain nd indicate outcome
of claims.
P-11
B-15
STATEMENT ACKNOWLEDGING PENAL AND CIVIL PENALTIES
CONCERNING THE CONTRACTORS' LICENSING LAWS
[Business & Professions Code 7028.15]
[Public Contract Code 20103.5]
I, the undersigned, certify that I am aware of the following provisions of California law and that I,
or the entity on whose behalf this certification is given, hold a currently valid California
contractor's license as set forth below:
Business & Professions Code 70128.15:
(a) It is a misdemeanor for any person to submit a bid to a public agency in order to
engage in the business or act in the capacity of a contractor within this state
without having a license therefore, except in any of the following cases:
(1) The person is particularly exempted from this chapter.
(2) The bid is submitted on a state project governed by Section 10164 of the
Public Contract Code or on any local agency project governed by Section
20104 [now ' 20103.5] of the Public Contract Code.
(b) If a person has been previously convicted of the offense described in this section,
the court shall impose a fine of 20 percent of the price of the contract under
which the unlicensed person performed contracting work, or four thousand five
hundred dollars ($4,500), whichever is greater, or imprisonment in the county jail
for not less than 10 days nor more than six months, or both.
In the event the person performing the contracting work has agreed to furnish
materials and labor on an hourly basis, "the price of the contract" for the
purposes of this subdivision means the aggregate sum of the cost of materials
and labor fumished and the cost of completing the work to be performed.
(c) This section shall not apply to a joint venture license, as required by Section
7029.1. However, at the time of making a bid as a joint venture, each person
submitting the bid shall be subject to this section with respect to his or her
individual licensure.
(d) This section shall not affect the right or ability of a licensed architect, land
surveyor, or registered professional engineer to form joint ventures with licensed
contractor to render services within the scope of their respective practices.
(e) Unless one of the foregoing exceptions applies, a bid submitted to a public
agency by a contractor who is not licensed in accordance with this chapter shall
be considered non-responsive and shall be rejected by the public agency.
Unless one of the foregoing exceptions applies, a local public agency shall,
before awarding a contract or issuing a purchase order, verify that the contractor
was properly licensed when the contractor submitted the bid. Notwithstanding
any other provision of law, unless one of the foregoing exceptions applies, the
registrar may issue a citation to any public officer or employee of a public entity
who knowingly awards a contract or issues a purchase order to a contractor who
is not licensed pursuant to this chapter. The amount of civil penalties, appeal,
P- 12
B-16
and finality of such citations shall be subject to Sections 7028.7 to 7028.13
inclusive. Any contract awarded to, or any purchase order issued to, a contractor
who is not licensed pursuant to this chapter is void.
(f) Any compliance or noncompliance with subdivision (e) of this section, as added
by Chapter 863 of the Statutes of 1989, shall not invalidate any contract or bid
awarded by a public agency during which time that subdivision was in effect.
(g) A public employee or officer shall not be subject to a citation pursuant to this
section if the public employee, officer, or employing agency made an inquiry to
the board for the purposes of verifying the license status of any person or
contractor and the board failed to respond to the inquiry within three business
days. For purposes of this section, a telephone response by the board shall be
deemed sufficient.
Public Contract Code 20103.5:
In all contracts subject to this part where federal funds are involved, no bid submitted
shall be invalidated by the failure of the bidder to be licensed in accordance with the
laws of this state. However, at the time the contract is awarded, the contractor shall be
properly licensed in accordance with the laws of this state. The first payment for work or
material under any contract shall not be made unless and until the Registrar of
Contractors verifies to the agency that the records of the Contractor's State License
Board indicate that the contractor was properly licensed at the time the contract was
awarded. Any bidder or contractor not so licensed shall be subject to all legal penalties
imposed by law including, but not limited to, any appropriate disciplinary action by the
Contractor's State License Board. The agency shall include a statement to that effect in
the standard form of prequalification questionnaire and financial statement. Failure of
the bidder to obtain proper and adequate licensing for an award of a contract shall
constitute a failure to execute the contract and shall result in the forfeiture of the security
of the bidder.
License No.: NIR
Class: N /A
Expiration Date: M
Date:Nii _ 20 I
Signature: 1�x
B-17
RESUME
Attach to this Bid the experience resume of the person who will be designated as General
Construction Superintendent or on-site Construction Manager for the Contractor.
P-14
•
L •
Michael Choi is the CEO of Fire Grazers, Inc. He has been working with goats in the
grazing business for the past 7 years. His work has taken him and his herd through
various regions in both Northern and Southern California.
Through Fire Grazers, Inc., Michael has done weed abatement and fuel modification
work for different government agencies, conservancies, universities, homeowner
subdivisions as well as private homes.
He and his crew work year round, moving their goats from one grazing pasture to the
next to clear brush for fire prevention with the hopes of nourishing the land in the
process.
DESIGNATION OF SUBCONTRACTORS
[Public Contract Code Section 4104]
List all Subcontractors who will perform Work or labor or render service to the Contractor in or about the construction of the Work or
improvement, or a Subcontractor licensed by the State of California who, under subcontract to the Contractor, specially fabricates
and installs a portion of the Work or improvement according to detailed drawings contained in the Plans and Specifications, in an
amount in excess of one-half percent (0.5%) of the Contractor's total Bid or, in the case of bids or offers for the construction of streets
or highways, including bridges, in excess of one-half percent (0.5%) of the Contractor's total Bid or $10,000, whichever is greater, If
all Subcontractors do not fit on this page, attach another page listing all information for all other Subcontractors.
,
j California
Contractor's
1 License California DIR j Type of j
{ Name under which Number(s) Contractor ; P Work Percentage j
Subcontractor is Licensed i and Registration (e.g., of Total Bid j
and Registered ! Class(es) Number Address and Phone Number Electrical) (e.g., 10%)' j
N
G I F
' The percentage of the total Bid shall represent the "portion of the work" for the purposes of Public Contract Code Section 4104(b).
P-15
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B-21
BID BOND
KNOW ALL PERSONS BY THESE PRESENTS that:
WHEREAS the 1\11A ("Public
Agency"), has issued an invitation for bids for the work described as follows:
FUEL MODIFICATION SERVICES BY GRAZING
FOR THE CITY OF RANCHO PALOS VERDES
WHEREAS
(Name and address of Bidder)
("Principal"), desires to submit a bid to Public Agency for the work.
WHEREAS, bidders are required under the provisions of the California Public Contract Code to
furnish a form of bidder's security with their bid.
NOW, THEREFORE, we, the undersigned Principal, and N11A
(Name and address of Surety)
("Surety") a duly admitted surety insurer under the laws of the State of California, as Surety, are
held and firmly bound unto the Public Agency in the penal sum of 1� (A
Dollars ($ ), being not less than ten percent (10%) of the total bid price, in
lawful money of the United States of America, for the payment of which sum well and truly to be
made, we bind ourselves, our heirs, executors, administrators, successors, and assigns, jointly
and severally, firmly by these presents.
THE CONDITION OF THIS OBLIGATION IS SUCH THAT, if the hereby bounded Principal is
awarded a contract for the work by the Public Agency and, within the time and in the manner
required by the bidding specifications, enters into the written form of contract included with
bidding specifications, furnishes the required bonds, one to guarantee faithful performance and
the other to guarantee payment for labor and materials, and furnishes the required insurance
coverage, then this obligation shall become null and void; otherwise, it shall be and remain in
full force and effect.
In case suit is brought upon this bond, Surety further agrees to pay all court costs incurred by
the Public Agency in the suit and reasonable attorneys' fees in an amount fixed by the court.
Surety hereby waives the provisions of California Civil Code 2845.
P-17
B-22
IN WITNESS WHEREOF, this instrument has been duly executed by Principal and Surety, on
the date set forth below, the name of each corporate party being hereto affixed and these
presents duly signed by its undersigned representative(s) pursuant to authority of its governing
body.
Dated:
"Principal"
"Surety"
Its: Its:
Its:
(Seal)
(Seal)
Note: This bond must be dated, all signatures must be notarized, and evidence of the authority
of any person signing as attorney-in-fact must be attached.
P- 18
B-23
NONCOLLUSION DECLARATION
TO BE EXECUTED BY BIDDER AND SUBMITTED WITH BID
[Public Contract Code § 7106]
State of California )
County of Mow OSa% ) ss.
City of M- ' PQo� )
The undersigned declares:
I am the CE U of Fre G'ours "the party making the foregoing bid.
The bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company,
association, organization, or corporation. The bid is genuine and not collusive or sham. The bidder has not
directly or indirectly induced or solicited any other bidder to put in a false or sham bid. The bidder has not
directly or indirectly colluded, conspired, connived, or agreed with any bidder or anyone else to put in a sham
bid, or to refrain from bidding. The bidder has not in any manner, directly or indirectly, sought by agreement,
communication, or conference with anyone to fix the bid price of the bidder or any other bidder, or to fix any
overhead, profit, or cost element of the bid price, or of that of any other bidder. All statements contained in the
bid are true. The bidder has not, directly or indirectly, submitted his or her bid price or any breakdown thereof,
or the contents thereof, or divulged information or data relative thereto, to any corporation, partnership,
company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive
or sham bid, and has not paid, and will not pay, any person or entity for such purpose.
Any person executing this declaration on behalf of a bidder that is a corporation, partnership, joint venture,
limited liability company, limited liability partnership, or any other entity, hereby represents that he or she has
full power to execute, and does execute, this declaration on behalf of the bidder.
I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct
and that this declaration is executed on Novcw►6, 26 7.o 16 [date], at
Mo�rraosa� [city], Cw ., state].
Signature _ /�o
Subscribed ands to before me on
(Date)
(Notary Seal Si n
) 9ature
Notary Public
P-19
A notary public or other officer completing this
certificate verifies only the identity of the individual
who signed the document to which this certificate
is attached, and not the truthfulness, accuracy, or
validity of that document.
State of California
County of MAIPOSA
Subscribed and sworn to (or affirmed) before me on this 29th
day of NOVEMBER 20 16, by MICHAEL CHOI -------------
---------------------------------------------------------------------------
proved to me on the basis of satisfactory evidence to be the
person who appeared before me.
RHONDA MATTHEWS
_ p { NOTARY PUBLIC - CALIFORNIA
COMMISSION # 2086260 u
t ' MARIPOSA COUNTY
` My Comm. Exp. November A, 2018
(Seal) Signature IM
ICt.i��
��(J--e.-oF &Ocv,r\ey0z-' NoNC lluSlo r, p-ezlar�},��
CK esti ved, °
� 1�Ld�cr and Sulom��d.
B-25
ACKNOWLEDGMENT OF ADDENDA
Bidder's Name: i ire Gy-oa7 er s �1 c.
The Bidder shall signify receipt of all Addenda here, if any:
Addendum Number
Date Received
Signature
V e o- 6( �
If there are more Addenda than there is room in the chart above, attach another page acknowledging receipt of
the Addenda.
Signature:
Title: 0
Date: N ay e w, bey- Z9 1-016
P-20
CITY OF RANCHO PALOS VERDES, CALIFORNIA
FUEL MODIFICATION SERVICES BY GRAZING FOR THE CITY OF RANCHO PALOS VERDES
FACILITIES.
ADDENDUM NO. I
TO THE CONTRACT DOCUMENTS, SPECIFICATIONS, & STANDARD DRAWINGS FOR THE
Issued: November 28, 66
In accordance with "Addenda" on the second page of the "Instructions to Bidders", the following
changes (revisions, additions, and/or deletions) as noted below, are hereby incorporated and
made a part of the subject plans, specifications and contract documents for this project.
Portions of the Contract, not specifically mentioned in the Addendum, remain in force. All trades
affected shall be fully advised of these revisions, deletions, and additions.
This Addendum forms a part of the Contract Documents for the above -identified project and
modifies the original specifications and Contract Documents.
Each bidder shall be responsible for ascertaining, prior to submitting a Bid, that it has received
all issued Addenda and shall ACKNOWLEDGE RECEIPT OF THIS ADDENDUM ON THE
BIDDER'S CERTIFICATION, attached. A bidder's failure to address the requirements of this
addendum or failure to acknowledge the receipt of this addendum may result in that Bid being
rejected as non-responsive.
Note the following changes and/or additions to the Plans and Specifications for the project
indicated above. The bidder shall execute the Certification at the end of this addendum, and
shall attach all pages of this addendum to the Contract Documents submitted with the
Bid.
Refer to SoecificationssNOTICE INVITING SEALED BIDS and any independent identical
copy of the PROPOSAL posted on the City's project website at
http://www.rpvca.gov/bids.aspx?bidlD=41..
a. Delete the following language regarding bonding requirements from the NOTICE
INVITING SEALED BIDS:
BONDS: "Upon award of Contract, Contractor shall provide faithful performance and
payment Bonds, each in a sum equal to the Contract Price. Before acceptance of
the Project, Contractor shall submit warranty/maintenance Bonds that are valid for
one year from acceptance, in the amount of one hundred percentage (100 %) of the
Contract Price; in lieu of the warranty Bond, Contractor may submit proof from the
Surety that the performance Bond has been extended for the appropriate duration
of time."
b. Delete the following language regarding license requirements from the NOTICE
INVITING SEALED BIDS:
LICENSE: "The bidder must have an appropriate active license with the Department
of Agriculture and the California Secretary of State."
c. Add the following language regarding license requirement to the NOTICE INVITING
SEALED BIDS:
B-27
LICENSE: "Not applicable"
d. Delete the following language regarding bonding requirements from the NOTICE
INVITING SEALED BIDS:
EXECUTION OF AGREEMENT: "and bonds"
e. Delete the following language regarding bonding requirements from the NOTICE
INVITING SEALED BIDS:
INSURANCE AND BONDS: "The Contractor also shall not begin Work under the
Contract until it has furnished to the City two Bonds: one guaranteeing the
Contractor's faithful performance of the Contract, and other securing the payment of
claims for labor and material. Each of these Bonds shall be executed in a sum
equal to the Contract amount. Before acceptance of the Project, the Contractor
shall submit warranty/ maintenance Bond(s) that are valid for one year from
acceptance, as further described in the General Provisions."
f. Delete the following section from the NOTICE INVITING SEALED BIDS:
"EXECUTION OF THE CONTRACT: The contract, in the form set forth in the
Contract Section shall be executed by the successful bidder in accordance with the
Instruction for Execution of Documents, and returned to the City for execution by
the City, and shall be accompanied by bonds as described in paragraph GP -B-4
and the evidence of insurance required by paragraph GP -B-5, all within fifteen (15)
calendar days from the i - 5 date written notice of the award is mailed to bidder. No
bidder proposal shall be considered binding upon the City until such time as it has
been executed by the City."
g. Delete the following section from the NOTICE INVITING SEALED BIDS:
"CONTRACT BONDS: The successful bidder shall furnish to the City at his own
expense two surety bonds. One bond shall be in the amount of 100 percent of the
annual contract price in the form set forth in the Contract Section to guarantee
faithful performance of the contract work. The other bond, in an amount not less
than 100 percent of the annual contract price in the form set forth in the Contract
Section shall be furnished to secure payment of those supplying labor and materials
as required by the California Civil Code. Each bond shall be executed in
accordance with the instruction set forth in the Proposal Section and each bond
shall be executed by a California admitted surety insurer acceptable to, and
approved by the City Attorney."
End of Addendum No. 1
Any questions regarding this Addendum should be directed to the Project Manager, Sean
Larvenz, at (310) 544-5221.
Michael Throne, P.E.
Director of Public Works
A10. 0161:1-tIM41:1 NO 9 1 SUOIJA I ME
I acknowledge receipt of the foregoing Addendum No. I and accept all conditions
contained therein.
Bidder"f�
6A oL
By
=-E
FTOI� =191AIM M.' 12101
11MI. 00IMMAM",
rte•raj .
This form shall be submitted with the Bid
PROPOSER/BIDDER STATISTICAL INFORMATION FORM
All proposers/bidders responding to the solicitation must complete and submit this form in order for their proposer or bid to be
considered, The information requested in the form will be used solely for statistical purposes. The contract(s) and/or subcontract(s)
will be awarded without regard to gander, race, color, creed, or national origin,
I. Type of business entity: 11 Sole partnership 0 Nonprofit organization
0 Partnership 0 Franchise
W/Corperation 0 Limited Liability Corporation
11 Other:
2, Total number of employees in firm/organization, including owners: *
3. Breakdown the total number of employees in your firm/organization into the following categories:
Owners, Partners, and
Associate Partners
Race/Ethnicity Male Female Managers staff
Black / African-American
Hispanic / Latino
Asian -American Pacific Islander
American Indian Alaska Native
Filipino American
White
Other
13
4. Indicate, by percentage, how ownership of the firm/organization is distributed:
Asian-
American
Black American
Indian /
African- Hispanic J Pacific
Alaskan
American Latino Wander
Native
Men
it 0
Women
0
Filipino -
American White Other
5. If your firm is currently certified as a Minority (MBE), Women (WBE), Disadvantaged (DOE), and/or Disabled Veteran (DVBE)
Business Enterprise by a public agency, indicate the Business Enterprise certification of your firm, the certifying agency, and the
expiration date of the certification:
MBE WBE DBE DVBE Name of Certifying Agency Expiration Date
0 0
0
0
0 0
0
0 — -------------
0 0
0
0
it 0
0
0
0 0
0
0 ......
0 [J
111
1-1
P-21
B-30