Loading...
CC SR 20170307 F - Conservation Corps of LA and Long BeachRANCHO PALOS VERDES CITY COUNCIL AGENDA REPORT AGENDA DESCRIPTION: MEETING DATE: 03/07/2017 AGENDA HEADING: Consent Calendar Consideration and possible action to execute an on-call agreement provided by two at - risk youth organizations (the Los Angeles Conservation Corp. and the Conservation Corps of Long Beach) for maintenance work in city parks and open spaces. RECOMMENDED COUNCIL ACTION: (1) Authorize the Mayor and City Clerk to execute the attached on-call maintenance agreement between the City of Rancho Palos Verdes and Los Angeles Conservation Corp (LACC) for contracted At -Risk Youth for on-call maintenance projects. (2) Authorize the Mayor and City Clerk to execute the attached on-call maintenance agreement between the City of Rancho Palos Verdes and Conservation Corps of Long Beach (CCLB) for contracted At -Risk Youth for on-call maintenance projects. FISCAL IMPACT: The total proposed cost for FY16-17 is $75,000. Each agreement will be for a not -to -exceed amount of $75,000 based on time and materials; however, the work will be divided and the sum of the two projects will not exceed $75,000 in total for the fiscal year. The work is included in the FY16-17 budget. Amount Budgeted: $75,000 for FY16-17; total amount up to $450,000 for proposed 4 -year contracts plus 2 1 -year options are budgeted in future appropriations Additional Appropriation: None requested Account Number(s): 101-3009-431-43-00 ORIGINATED BY: Lauren Ramezani, Senior Administrative Analvst REVIEWED BY: Michael Throne, PE, Director of Public Works APPROVED BY: Doug Willmore, City Manager ATTACHED SUPPORTING DOCUMENTS: A. Agreements for LACC and CCLB (page A-1) B. Proposals from LACC and CCLB (page B-1) C. Request for Proposals (page C-1) 1 BACKGROUND AND DISCUSSION: On January 26, 2017, the City sent Requests for Proposals (RFP) to three organizations offering qualified At -Risk Youth (ARY) contract services for an on-call basis for grant funded and non -grant funded maintenance related projects for the City's open space and other city properties. Proposals were due on February 17, 2017. Two organizations, the Los Angeles Conservation Corps (LACC) and the Conservation Corps of Long Beach (CCLB) responded. Staff evaluated the quality of service provided by the proposals and found both organizations to be equally responsive and qualified. The LACC is the largest non-profit Conservation Corps in the nation, serving approximately 17,000 young people each year. The LACC has performed as - needed maintenance work for several City and Palos Verdes Peninsula Land Conservancy (PVPLC) projects including brush clearing, debris removal, and fuel modification. The CCLB has worked with underserved communities in Long Beach and the South Bay for close to three decades. PVPLC has utilized their services successfully and has found their geographic proximity to the area an advantage resulting in faster response time and easier project scheduling. Staff finds having two vendors working concurrently on fuel modifications beneficial. Additionally it is helpful to have a backup vendor in case one organization has scheduling conflicts. Staff plans to divide the work between the two vendors and the work combined will not exceed the total budget of $75,000. The City started utilizing an ARY organization over a decade ago as part of its At - Risk Youth employment obligation for various LA County Proposition A (AKA Measure A) funded projects. The City has met that obligation; however, Staff recommends continuing utilization of ARY service organizations for on-call maintenance because they offer competitive rates, support needy youth and provide valuable training programs. The ARY not only work, but are also required to attend classes in order to obtain a GED or equivalent. Their training and experience helps the youth become more employable and gain valuable trade skills, receive support services, and provide benefit to the community. The youth wear uniforms, are well- groomed, and are supervised at all times. The scope of work includes but is not limited to: Fuel modification, trail construction, trail maintenance, trail re-routing, trail re -construction, weed abatement, site cleanup (i.e. inside and around swales), debris removal (i.e. weeds, rocks, dirt), fence repairs, and/or sign installation and maintenance. Staff recommends approving the two agreements and authorizing the Mayor and City Clerk to execute each agreement for four fiscal years each, effective March 8, 2017, through June 30, 2020, plus two one-year extension options based on mutual consent. The amount requested for each year and extension option will be $75,000, divided between the two vendors. The contracts will be on a time -and -materials basis. 2 ALTERNATIVES: In addition to the Staff recommendation, the following alternative actions are available for the City Council's consideration: 1. Do not sign the agreements. 2. Award a contract to either LACC or CCLB for the entire budgeted amount. 3. Take other action, as deemed appropriate by the City Council. 9 CONTRACT SERVICES AGREEMENT By and Between CITY OF RANCHO PALOS VERDES and Los Angeles Conservation Corps A-1 AGREEMENT FOR CONTRACT SERVICES BETWEEN THE CITY OF RANCHO PALOS VERDES AND Los Angeles Conservation Corps THIS AGREEMENT FOR CONTRACT SERVICES (herein "Agreement") is made and entered into this day of , 2017 by and between the City of Rancho Palos Verdes, a California municipal corporation ("City") and Los Angeles Conservation Corps ("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. A-2 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 A-3 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 Seventy Five Thousand dollars ($75,000) (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. WE 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 A-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: Bo Savage Deputy Director (Name) (Title) Wendy Butts Chief Executive Officer 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. 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 M 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. 4.5 Prohibition Against Subcontracting or Assi nom. 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 A-7 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 equivalent). 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 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 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 parry 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, 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. A-10 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. 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 A-11 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 Confidentialitv 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 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. A-12 (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 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 A-13 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 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 A-14 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 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 A-15 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. A-16 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 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 Authority. 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] 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 Brian Campbell, Mayor CONSULTANT: IIn RMIN Name: Bo Savage Title: Deputy Director Name: Wendy Butts Title: Chief Executive Officer Address: 605 W. Olympic Blvd, Ste. 450 Los Angeles, CA 90015 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. A-19 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 , 2017 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. 1 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 DESCRIPTION OF ATTACHED DOCUMENT ❑ INDIVIDUAL ❑ CORPORATE OFFICER A-20 TITLE OR TYPE OF DOCUMENT TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL NUMBER OF PAGES ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER DATE OF DOCUMENT SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) SIGNER(S) OTHER THAN NAMED ABOVE A-20 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 , 2017 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)) 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. Consultant will provide on-call maintenance services, as more fully detailed in Exhibit C-1. Unless specifically defined, each category or type of work listed in Exhibit C-1 shall be construed broadly to include all services customarily described under such category or type. II. Work Request Procedure A. Each task shall be indicated by a written request produced by the Contract Officer with a description of the work to be performed, and the time desired for completion. All tasks shall be carried out in conformity with all provisions of this Agreement. B. Following receipt of a written request, the Consultant shall prepare a "Task Proposal" that includes the following components: (1) a written description of the requested tasks including all components and subtasks; (2) the costs to perform the task ("Task Budget'); (3) an explanation of how the cost was determined; and (4) a schedule for completion of the task ("Task Completion Date"). C. Contract Officer shall approve, modify, or reject the Task Proposal in writing, and issue a Notice to Proceed. D. The task shall be performed at a cost not exceeding the Task Budget. E. Consultant shall complete the task and deliver all deliverables to Contract Officer by the Task Completion Date. III. 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. Consultant shall provide to City a weekly written summary of progress on all Work Requests for services lasting longer than one week. IV. 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. A-22 V. Consultant will utilize the following personnel to accomplish the Services: A. The personnel will vary depending on the job and availability of the Youth and supervisors. A-23 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): 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 7.10, Liquidated Damages, is hereby replaced with the following: 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 Consultant and its sureties shall be liable for and shall pay to the City the sums set forth below as liquidated damages for each working day of delay in the performance of any service required hereunder. The City may withhold from any monies payable on account of services performed by the Contractor any accrued liquidated damages. A. The following are examples of violations that would be cause for liquidated damages: 1. Failing to respond to complaints within 24 hours. 2. Any failure or refusal by Consultant to perform in accordance with the terms of this contract. B. When the Contract Officer determines that a violation of any nature described in subsection A herein has occurred, the Consultant will be notified in writing, via email or facsimile, by the City of the observed violation. Consultant shall respond within twenty-four (24) hours with a written plan stating how compliance will be obtained. When the Contract Officer determines that a second violation of a similar nature has occurred within a 180 calendar day period of the first violation, a written complaint shall be filed with the Consultant by the City along with an assessment of liquidated damages in the amount of $100 for each working day of delay in the performance of any service required hereunder. When the Contract Officer determines that a third violation of a similar nature has occurred within a 180 calendar day period of the first violation, a written complaint A-24 shall be filed with the Consultant by the City along with an assessment of liquidated damages in the amount of $250 for each working day of delay in the performance of any service required hereunder. When the Contract Officer determines that a fourth violation of a similar nature has occurred within a 180 calendar day period of the first violation, a written complaint shall be filed with the Consultant by the City along with an assessment of liquidated damages in the amount of $500 for each working day of delay in the performance of any service required hereunder. If repeated violations continue, the City may provide notice of termination in accordance with Section 7.8 — Termination for Default of Consultant. A-25 EXHIBIT "C" SCHEDULE OF COMPENSATION I. Consultant shall perform the on-call services at the rates listed in Exhibit C-1. Estimated quantities listed in Exhibit C-1, if any, are for the purpose of estimation only. Actual quantities and compensation will depend on the needs of the City. H. 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. III. The City will compensate Consultant for the Services performed upon submission of a valid invoice. Each invoice shall be accompanied by all Task Proposal's for which Consultant is requesting compensation. Each invoice is to include: A. Line items for all personnel describing the work performed, the number of hours worked, and the hourly rate. B. Line items for all materials and equipment properly charged to the Services. C. Line items for all other approved reimbursable expenses claimed, with supporting documentation. D. Submit completed Exhibit F-4, Report on Employment of Youth with each monthly invoice. E. Line items for all approved subconsultant labor, supplies, equipment, materials, and travel properly charged to the Services. IV. The total compensation for the Services shall not exceed Seventy Five Thousand Dollars ($75,000) as provided in Section 2.1 of this Agreement. The total Task Budget for any work request shall not exceed Seventy Five Thousand Dollars ($75,000). A-26 EXHIBIT "C-1" RATES A-27 f 0 a Administrative Office LA CONSERVATION CORPS 6o5 W. Olympic Blvd. Ste. 45o, Los Angeles, CA gooi5 Tnighnning Youth, Enhancing Communities. City of Rancho Palos Verdes Request for Proposal FY16/17 to FY19/20 Contracted At -Risk Youth for On -Call Maintenance Projects Cost Proposal / Hourly Rates The attached Fee Schedule includes a list of service types and associated costs. To summarize, for most general service tasks, including weed removal, trail work, fire fuel reduction, brush clearance, general landscape maintenance, and light demolition, the Corps' current labor rate is $30 per corpsmember labor hour. The $30 per labor hour rate includes all necessary insurance, crew supervision, project coordination, crew transportation, hand tools, and potentially other similar costs. The $30 per labor hour rate does not include costs for project -specific materials or equipment. The attached fee schedule is effective from 1/1/17 through 3/31/18. The LA Corps is proposing to provide at -risk youth Corpsmembers and crews for on-call maintenance projects to the City of Rancho Palos Verdes, at the cost of $30 per Corpsmember labor hour, for a total proposed maximum cost (not -to -exceed) of $75,000 each fiscal year. P.O. Box 15868, Los ANGELES, CA 90015-0868 0 213-362-9000 • FAX 213-362-7950 0 HTTP://LacORPs.ORG • @ LP�CM N Q. L O C � d N C O ci V d N U. d C Q N O J R .O w 0 - CL Q w d � w a ro ++ m �., i � C • ., O O b _ v = aroi cao c O O 44) w C v C 'OC � 'a O r aro i ro ro y d y ro 3 Gl d O t 4 E O C y 0 1..;cO fi of a y +4) Of bl N= r 4f b 41 U d d d t6 ,.: i �+ CL U w u c 'Ozi b CL c = C a U L w ro d d d O C E ro v m d t G w ul ma a O.0 ►, y m 'a o ,wM' m e .► C0 m m c Cay 3 = a:w-. � o, -3a °1 �,ro ►° ai '"' � � 3 y c b .ZZ. C1 p C r a; a O c CX %wb nm`�a .moo. iro Q aoi a o M v y o a a 0 1 C co Y y y Ol c c c ro to o w ;,, c 3 -Mto 3 C y w� > >� c c c m o °=mal w w E H �; aci aci aci o 4. r,. boa ==v-�� W �, 3 v d •_ •y d �► E y y O > d C d 3 H '� �1 �Y roaro►.:.'�-a'° c ovl oa ro ro ro d J a o a F- w ro E V ro V al > > > > m 06 a°�i U c m w <) `ai oai °a�i aoi ai c cd � c D Qm a f2 E ON O mn ON Q a d Q CL a N N Np aEi m O !n m 15 i 165 V5 aa E Q O i U opQQ pQ U O O 2 U flL 75 m CO J � mcoil mmmmmm .0m EC C CL _ O a=i LO O LO O LO O t4 (3 O o ca O O M ul a LO h O r- 1� O �- — 'n ti d' ao U Vi X ti M M N N e- N r- -0 « N Ol A 6) LL .0 (a N ER Sfl EA 69 tfJ 64 EA 69 LL of O U (fl 6i O. c O � cq to vl vl cn cn N vl ul � O N N N N fU N a C C m ew a n m n m o 0 0 .. ro �v,Nvluululmrn V = c c X e c C c +• s n• al al o o `{ N O 4. ++ X X N'o X c `O VJ N U to �.- O y QJ ro w O a) c to c bo io �r rn o o o = `d m M N C1 C 3 C CL R 3 ►- w N cy6 C R FS w d d N C O U R Q G. W U C7 F= EXHIBIT "D" SCHEDULE OF PERFORMANCE I. Unless earlier terminated in accordance with Article 7 of this Agreement, the term of this Agreement shall be , 2017, to June 30, 2020. The term of this Agreement may be extended up to two years, by exercising up to two one-year options, based on Consultant's performance and mutual consent. II. Consultant shall complete each Task no later than the Task Completion Date set in the Task Proposal. III. The Contract Officer may approve extensions for performance of the services in accordance with Section 3.2. 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 w it h the Agreement. Level I CARS can typically be corrected on the spot or within 24 hours. Failure o f 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 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. A-30 (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. A-31 CONTRACT SERVICES AGREEMENT By and Between CITY OF RANCHO PALOS VERDES and Conservation Corps of Long Beach A-32 AGREEMENT FOR CONTRACT SERVICES BETWEEN THE CITY OF RANCHO PALOS VERDES AND Conservation Corps of Long Beach THIS AGREEMENT FOR CONTRACT SERVICES (herein "Agreement") is made and entered into this day of , 2017 by and between the City of Rancho Palos Verdes, a California municipal corporation ("City") and Conservation Corps of Long Beach ("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. A-33 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 A-34 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 Seventy Five Thousand dollars ($75,000) (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. A-35 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 A-36 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: Dan Knapp Chief Executive Officer (Name) (Title) (Name) (Title) (Name) (Title) A-37 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. 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. 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 equivalent). 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 A-39 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 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 A-41 arising out of or in connection with the negligent performance of or failure to perform the work, 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 A-42 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. 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 Confidentialitv 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 A-43 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 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 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 A-45 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 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-liabili . 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 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 A-47 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. 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 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 Authority. 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 parry, (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] 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 Brian Campbell, Mayor CONSULTANT: IIn Name: Dan Knapp Title: Chief Executive Officer By: Name: Title: Address: Conservation Corps of Long Beach 340 Nieto Avenue Long Beach, CA 90814 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. A-50 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 , 2017 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)) DESCRIPTION OF ATTACHED DOCUMENT TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DATE OF DOCUMENT SIGNER(S) OTHER THAN NAMED ABOVE 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 , 2017 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)) DESCRIPTION OF ATTACHED DOCUMENT TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DATE OF DOCUMENT SIGNER(S) OTHER THAN NAMED ABOVE A-52 EXHIBIT "A" SCOPE OF SERVICES I. Consultant will provide on-call maintenance services, as more fully detailed in Exhibit C-1. Unless specifically defined, each category or type of work listed in Exhibit C-1 shall be construed broadly to include all services customarily described under such category or type. II. Work Request Procedure A. Each task shall be indicated by a written request produced by the Contract Officer with a description of the work to be performed, and the time desired for completion. All tasks shall be carried out in conformity with all provisions of this Agreement. B. Following receipt of a written request, the Consultant shall prepare a "Task Proposal" that includes the following components: (1) a written description of the requested tasks including all components and subtasks; (2) the costs to perform the task ("Task Budget"); (3) an explanation of how the cost was determined; and (4) a schedule for completion of the task ("Task Completion Date"). C. Contract Officer shall approve, modify, or reject the Task Proposal in writing, and issue a Notice to Proceed. D. The task shall be performed at a cost not exceeding the Task Budget. E. Consultant shall complete the task and deliver all deliverables to Contract Officer by the Task Completion Date. III. 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. Consultant shall provide to City a weekly written summary of progress on all Work Requests for services lasting longer than one week. IV. 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. A-53 V. Consultant will utilize the following personnel to accomplish the Services: A. The personnel will vary depending on the job and availability of the Youth and supervisors. A-54 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): 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 7.10, Liquidated Damages, is hereby replaced with the following: 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 Consultant and its sureties shall be liable for and shall pay to the City the sums set forth below as liquidated damages for each working day of delay in the performance of any service required hereunder. The City may withhold from any monies payable on account of services performed by the Contractor any accrued liquidated damages. A. The following are examples of violations that would be cause for liquidated damages: 1. Failing to respond to complaints within 24 hours. 2. Any failure or refusal by Consultant to perform in accordance with the terms of this contract. B. When the Contract Officer determines that a violation of any nature described in subsection A herein has occurred, the Consultant will be notified in writing, via email or facsimile, by the City of the observed violation. Consultant shall respond within twenty-four (24) hours with a written plan stating how compliance will be obtained. When the Contract Officer determines that a second violation of a similar nature has occurred within a 180 calendar day period of the first violation, a written complaint shall be filed with the Consultant by the City along with an assessment of liquidated damages in the amount of $100 for each working day of delay in the performance of any service required hereunder. When the Contract Officer determines that a third violation of a similar nature has occurred within a 180 calendar day period of the first violation, a written complaint A-55 shall be filed with the Consultant by the City along with an assessment of liquidated damages in the amount of $250 for each working day of delay in the performance of any service required hereunder. When the Contract Officer determines that a fourth violation of a similar nature has occurred within a 180 calendar day period of the first violation, a written complaint shall be filed with the Consultant by the City along with an assessment of liquidated damages in the amount of $500 for each working day of delay in the performance of any service required hereunder. If repeated violations continue, the City may provide notice of termination in accordance with Section 7.8 — Termination for Default of Consultant. A-56 EXHIBIT "C" SCHEDULE OF COMPENSATION I. Consultant shall perform the on-call services at the rates listed in Exhibit C-1. Estimated quantities listed in Exhibit C-1, if any, are for the purpose of estimation only. Actual quantities and compensation will depend on the needs of the City. H. 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. III. The City will compensate Consultant for the Services performed upon submission of a valid invoice. Each invoice shall be accompanied by all Task Proposal's for which Consultant is requesting compensation. Each invoice is to include: A. Line items for all personnel describing the work performed, the number of hours worked, and the hourly rate. B. Line items for all materials and equipment properly charged to the Services. C. Line items for all other approved reimbursable expenses claimed, with supporting documentation. D. Submit completed Exhibit F-4, Report on Employment of Youth with each monthly invoice. E. Line items for all approved subconsultant labor, supplies, equipment, materials, and travel properly charged to the Services. IV. The total compensation for the Services shall not exceed Seventy Five Thousand Dollars ($75,000) as provided in Section 2.1 of this Agreement. The total Task Budget for any work request shall not exceed Seventy Five Thousand Dollars ($75,000). A-57 EXHIBIT "C-1" RATES in Q L 0 T aL -0 a 0 c w d v i 0 v O G)s LLy d v tCi O LU a rn 0 O J 00 Q L. V U a, t Y C L O 49 Zm O. of aL O A A-59 N f6 Y 4) d C CL m u L Q- coi d C V m w C O_ V C a �p N O y of V o v 3 y Z 0° o (n ads Zpas j ~ cx Eo • a V ..: v c v y aim y Y d E yU4 w� v w �+ m 4)y V m O C d •O V y G 'O c a O ,= m m o Q c w .. c E y v y to 0 p w m u — 2 r L M O a7 C m a t 3 a ha; .v. SL3a, Ego io .r a w G y,4 w u ,� `„ m moa w E la C +-Ln�° tr w of 'C" �'� y_ o y as = o da d 0 V O =- � fl m O L C C V y d ` O y V - y U O V O N O R .p aYi 'O �: y y w 07 m U) a) 0 0 0 0 ayi°0 1a O �,cY: is C c0yy u >CL 03 j 03 j £ C C C Q y� y" a o c y y > >-. w CDy E y d d d Y 0 E �� E m U) n c� c c m m m m iw�.Q wad r ry� :c '` �•0 w a a a M `n y 3 y o a d m o m` � aE o aw= m � y m E o y o O a,CD co > is > �o > w od aa) cu U m w 0 0 0 m m m N "- a) w c a aa) �. rN+ N O L c N a)-0 m `m `m a� `m N c 0_ a Y U o (D ano.C.o.a as L y o � c 0 0 0 0 0 o o ° a) 0 O m m w o `o `o o `O `o 0 0 a U m o a J E m cn m m m m m � E = cr O CL c�_a m o 'FD 2) c `� w CL m V r°n Q uU')vr-o�ti o •O O v 000 >� N 64 N X L LL C ca N � CM Cl) N N Vfl d3 EH ER 6s d3 N V9 H3 O — LL m O U N fA d7 d3- w a C O VI N cn 41 VI V) y .(n+ .N+ w N N N N N N 7 N N y 06 tm a) a. a) = a Cl- c ' O = U U O O D U y C C O O +� co c0 w m O O V A A N o fn fn N y a5 N O) - w W v Q C C Lo a� > `oy d d00- 000 o m E h O N 0 L m i' O O 0 O d 07 m ' O c y co (O O) p O w d p M N LO E E ` C y �a Z, E o = y d m E y b of C 3 C O :� CL d V C ,V C L al Y ,O C O ai al A t7 w C O Q 2 a) a a a3 rr w O V L O L H Y U) L H al m A-59 EXHIBIT "D" SCHEDULE OF PERFORMANCE I. Unless earlier terminated in accordance with Article 7 of this Agreement, the term of this Agreement shall be , 2017, to June 30, 2020. The term of this Agreement may be extended up to two years, by exercising up to two one-year options, based on Consultant's performance and mutual consent. II. Consultant shall complete each Task no later than the Task Completion Date set in the Task Proposal. III. The Contract Officer may approve extensions for performance of the services in accordance with Section 3.2. 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 w it h the Agreement. Level I CARS can typically be corrected on the spot or within 24 hours. Failure o f 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 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. A-61 0 11 Administrative Office LA CONSERVATION CORPS 605 W. Olympic Blvd. Ste. 45o, Los Angeles, CA 90015 Transforming Youth. Enhancing Communities. City of Rancho Palos Verdes Request for Proposal FY16/17 to FY19/20 Contracted At -Risk Youth for On -Call Maintenance Projects Summary of previous experience on similar projects For over three decades, Los Angeles Conservation Corps has served the municipalities of Los Angeles County as a licensed general contractor with expertise in natural land management— particularly urban forestry, drought -tolerant landscaping, and greenspace construction—and street services—site clean-up and trash/debris removal. Each year, the Corps takes on approximately 30 new contracts and successfully closes out 20, with over 100 contracts active at any given time, totaling more than $16 million in revenues. As a co -benefit, environmental conservation work projects, community beautification, and light construction provide paid work experience and on-the- job training for at -risk youth in our workforce development program, whom we call Corpsmembers. The Corps has previously served the City of Rancho Palos Verdes under an as -needed maintenance services agreement dated June 1, 2010, and extended as of July 1, 2014 for one year later. The work, which matches the City of Rancho Palos Verdes' scope of work for fiscal years 16/17 to 19/20, included: • Trail construction and maintenance • Weed and invasive species removal/fire fuel reduction • Site clean-up (inside and around swales) • Trash/debris removal • Fence installation and repairs • Sign installation and maintenance • Storm water protection, terracing, and sand bag placement • Mulching The Corps performs work, similar in scope to the Rancho Palos Verdes On -Call Maintenance Projects, on a daily basis. A couple similar and recent examples include: • As of September 10, 2013, the Corps has provided maintenance services to the County of Los Angeles Department of Parks and Recreation Landscaping and Maintenance Services under a master as -needed service agreement for up to $1 million annually. In 2014, we completed the Hume Road Planting Project, and services included native shrub planting and tree planting over three acres of land. • In spring 2016, we completed channel area clean-up for the City of La Habra Heights, which included weed and brush removal and herbicide spraying. P.O. Box 15868, LOS ANGELES, CA 90015-0868 • 213-362-9000 0 FAx 213-362-7950 ® HTTP://1_AC0RPS.0RG • @Q • For the City of Downey in fall 2016, we completed sand removal from playgrounds at Apollo and Independence Parks as part of park renovation projects. As part of our Tot Parks and Trails program we created a 600 linear feet decomposed granite walking path around Brookshire Park, and performed other park improvements at Rio San Gabriel Park. • Currently, we are in the process of completing the $2.8 million Wiseburn Walking Path project under the auspices of the County of Los Angeles Department of Parks and Recreation, County of Los Angeles Regional Parks and Open Space District, and California Natural Resource Agency. The scope of work included clearing, grading, constructing a 3,200 linear foot decomposed granite walking trail, installation of signage and amenities, and curb construction. • We have begun work on the Proposition A -funded West Athens Area Pilot Tree Planting Project for the County of Los Angeles Regional Parks and Open Space District. We will plant 250 new street trees in the unincorporated West Athens community. References from clients/cities on similar projects City of Rancho Palos Verdes, Department of Public Works Sean Larvenz, Maintenance Superintendent seanl@rpvca.gov Office: (310) 544-5221 / Cell: (310) 953-8605 County of Los Angeles, Department of Parks and Recreation Zachary Likins, Trail Planning Assistant zl&dns@parks.lacounty.gov Office: (213) 351-5149 City of San Marino, Department of Public Works Chuck Richey, Parks & Public Works Manager crichey@SanMarinoCA.gov Office: (626) 300-0793 National park Service, Division of Facility Management Neli Navarrete, Roads and Trails Squad Leader neli_navarrete@nps.gov Office: (805) 418-3167 / Cell: (818) 447-1013 Santa Monica Mountains National Recreation Area J. Colter Chisum, P.E., Chief of Facilities Management Office: (805) 370-2327 National Forest Foundation Edward Belden, Southern California Program Associate Office: (805) 258-2500 United Forest Service, Angeles National Forest, Southern California Consortium Joey Hwang, Program Specialist joeyhwang@fs.fed.us Office: (626) 574-5350 / Cell (626) 388-6005 Southern California Consortium Forest Service Region 5 -Outreach, Recruitment & Workforce Diversity Fabian Garcia, Director fgarcia@fs.fed.us Office: (626) 574-5349 Ricardo Lopez, Civil Engineer rlopez@fs.fed.us Office: 626-632-0666 Angeles National Forest and San Gabriel Mountains National Monument Michael Hansen, Assistant Recreation Officer mhansen02@fs.fed.us Office: (626) 335-1251 ext. 249 Metropolitan Water District Richard Arroyo, Landscape Maintenance Coordinator rarroyo@mwdh2o.com Training or additional programs and opportunities for at -risk youth to lead them to future jobs The purpose of the Corps' foundational Young Adult Corps youth and workforce development program is to transform the lives of school -aged youth and at -risk young adults through paid work experience, on-the-job training, work and life skills training, education, supportive services (safety - net services and barrier removal), and transition assistance. Positive outcomes are job placement or college/vocational school enrollment. The Young Adult Corps serves approximately 600 at -risk 18 - to 25 -year-olds per year, with approximately 300 active at any given time. Corpsmembers who were unsuccessful in a traditional high school must enroll and attend our WASC Accredited Charter High School through our partnership with Los Angeles Education Corps (LAEC). There, they have the opportunity to reclaim their academic futures and earn a high school diploma. At LAEC, students attend classes for 12 weeks then participate in 12 weeks of paid work experience on LA Conservation Corps projects – alternating until they earn their high school diploma and transition into the intensive career pathways training of their choice. Our Green Career Pathways program is a framework for organizing work and training into employer -advised curriculum tracks—Land Management, Zero Waste, Energy, Construction, Manufacturing—with industry -recognized certifications to position Corpsmembers for careers in growing green sectors. Connections with corporate partners in these sectors lead to apprenticeship and hiring opportunities for at -risk youth who complete our program successfully. MA During our intake process, each corpsmember is assigned a case manager that helps corpsmembers focus on their individualized service plans, which include their personal, educational and occupational goals, and map out the practical steps they need to take in order to achieve them. We provide information to corpsmembers regarding other post -secondary education institutions, and assist them with applications and financial assistance forms. Case Managers provide resources and referrals for housing, child care, transportation, health care, legal services, and financial support to ensure program participants are able to succeed in our program and beyond. Our Life Skills programming is designed to foster skills that are essential for full participation in everyday life. Through the services of case managers and community or business partners, corpsmembers can attend workshops throughout the year to support and encourage the development of skills needed to improve and maintain their lives. There are four key areas of life skills: • Personal Development: Anger management, conflict resolution, team building, etc. • Health and Wellbeing: Fitness and nutrition, family planning and safe sex practices, mental health, etc. • Financial Literacy: Basics of money, credit, and how to manage it • Work Readiness: Resume cover letters, interview skills, etc. Our Vocational and Driver's License training offers Corpsmembers basic vocational training in OSHA 10 and CPR & First Aid, and gives them a baseline of training as they begin their work experience and career pathway exposure as new corpsmembers. During the course of their time in the Young Adult Corps, they can participate in a variety of other trainings, including forklift driving, HAZMAT, and driver's license training. Written exam classes are offered to all corpsmembers and those who need help with behind -the -wheel lessons are eligible to apply for free lessons year-round. As corpsmembers progress through our program, each corpsmember receives intensive workforce development training and develops a professional portfolio which includes a resume, application, and two competency tests in math and customer service. Each participant also undergoes a mock interview with a working professional. Upon completion, corpsmembers qualify for employment opportunities and receive a certificate of completion. Our Green Career Pathways program is a framework for organizing work and training into employer -advised curriculum tracks—Land Management, Zero Waste, Energy, Construction, Manufacturing with industry -recognized certifications to position Corpsmembers for careers in growing green sectors. Connections with corporate partners in these sectors lead to apprenticeship and hiring opportunities for at -risk youth who complete our program successfully. LA Corps Representatives Primary Representative Secondary Representative Dore Burry Adewole Williams 941 West Cressey Street 941 West Cressey Street Compton, CA 90222 Compton, CA 90222 dburry@lacorps.org awilliams@lacorps.org 213-216-4814 cell 951-259-7758 cell /CORPSLU C0 �\ O 1,� > 2 CCLB'`�O Lauren Ramezani Public Works Department City of Rancho Palos Verdes 30940 Hawthorne Blvd. Rancho Palos Verdes, CA 90275 Re: The Conservation Corps of Long Beach (CCLB) proposal for contracted at -risk youth for on-call maintenance projects. The Conservation Corps of Long Beach (CCLB) works with young people from the most underserved communities in Long Beach and surrounding areas (Compton, Lynwood, Paramount, Carson, Wilmington, and Bellflower). Established in 1987, CCLB is one of 13 State Certified Local Conservation Corps programs in California and is both a federally recognized 21st Century Conservation Service Corps (21CSC) and one of a select few programs nationally accredited by the Corps Center of Excellence (CCE). CCLB is eager to engage our participants in the maintenance, development, and enhancement of the Palos Verdes Peninsula and is honored to submit this proposal to the City of Rancho Palos Verdes. BACKGROUND The mission of the CCLB is to "support youth to reach theirfull potential through work, service, conservation, and education. " As young people are educated and trained for potential careers in public service, their opportunities for success are increased, and the community benefits from their strenuous efforts to preserve and sustain public lands. On any given day approximately 100 corpsmembers are working throughout Southern California planting I✓ and caring for trees, building community gardens, constructing parks, building trails, restoring native habitat, and educating the public about the importance of environmental stewardship and community service. Our participants are led by professional staff skilled in arboriculture, horticulture, biology, construction, agriculture, ecology, environmental science as well as a host of other relevant disciplines. Our staff are licensed contractors, certified arborists, and many hold advanced degrees in sociology, biology, environmental science, education, and business management. Utilizing the staff's experience, technical skills, and expertise, the CCLB educates, trains, and serves residents of some of the most impoverished communities in Long Beach and Gateway Cities. The Conservation Corps of Long Beach has a strong reputation for recapturing young people from gangs, prisons, unemployment lines, and a lifestyle of truancy and redirecting them toward restorative activities that beautify and transform their communities. Corpsmembers work in teams lead by crew supervisors who are adept at training young adults to perform strenuous tasks safely, yet at full capacity. They engage them in conservation work that is challenging, skill -building, and which transforms disaffected youth into engaged environmental stewards. Finally, the public will gain the economic benefit derived from the cost-effective and efficient manner by which corpsmembers are known to perform tasks. The CCLB maintains an excellent reputation of restoring and maintaining public resources in partnership with numerous public agencies, including the City of Long Beach, LA County, State of California, US Forest Service amongst others, at extremely competitive rates. The Conservation Corps of Long Beach has a proven, 27 -year track record including decades of experience in the management and implementation of multimillion dollar projects as well as the Serving the Gateway Cities and the Greater Long Beach area C'cm5ervation Corps of LongBeach. 340 Nieto /avenue, Long Beach, Cry 90814 • Oflice 562-986-1249 0 Fax 562-986-7920 i • administration of other non-profit partners. As a large yet nimble non-profit agency the Conservation Corps of Long Beach has a history of aiding our public partners in the prompt implementation of multifaceted and complex ventures. We've performed projects throughout Southern California including; Catalina Island, the Santa Monica Mountains, the Angeles and San Bernardino National Forests, and the City of Long Beach and County of Los Angeles. Our land management partners include the City of Long Beach, LA County, the US Forest Service, Cities of Downey, Signal Hill, Lakewood, Paramount, Palos Verdes Land Conservancy, and a myriad of other public and private agencies. We partner with our sister organization, the CCLB Gateway Cities Charter High School, to facilitate our WASC-accredited charter school in North Long Beach. Our Conservation, Education, and Supportive Services staff expertise is as diverse as the communities and people we serve. Staff proficiencies include business management, equipment operation, horticulture, forestry, biology, construction as well as credentialed teaching, licensed social work, vocational education, and post CCLB job placement. Communication and Implementation Our underlying goal for all projects and programs is to ensure or exceed sponsor -identified goals and outcomes while enriching the lives of the youth we serve working on the project. We pride ourselves as being customer (sponsor) friendly flexible and structure our crews to specific projects. Prior to project implementation and working in collaboration with sponsoring agencies CCLB identifies each project's technical attributes and assign coordination staff with appropriate experience and specialized skill sets. Our goal is to ensure crews are more than adequately trained and equipped to successfully accomplish each respective project while at same time garnering or enhancing new skill sets and an appreciation for public and environmental service. Depending on project location, scope, technical aspects, and scale, CCLB has experience and deploys crews accordingly. Whether the specific project mandates a long term small (4 member) self- contained backcountry crew or a large (10 member) urban forestry crew deployed on a daily basis from our conservation base in Signal Hill, we customize the crew structure to meet project sponsor designated project goals. All crews are available year round and are equipped with uniforms, personal safety gear, basic tools, and first aid kits. All supervisors have agency cell phones and, if need be, radios. The Conservation Corps of Long Beach manages a CHP inspected and certified fleet of over 40 GPS - equipped vehicles including crew vans, passenger vehicles, pickup trucks, specialized 2- and 3 -ton stake - side and panel trucks, as well as equipment trailers. We pride ourselves in being flexible and resourceful and making the most of public funding to achieve the very best value and return on investment. The Conservation Corps of Long Beach is a non-profit 501(c)(3) with almost 30 years of experience performing a wide variety of projects with various cities and agencies throughout Southern California and beyond. As a State Certified Local Conservation Corps ) (Please see attached Certification Letter) as defined by California Resources code section 14507.5, the Conservation Corps of Long Beach is exempt from prevailing wage per State of California Labor Code 1720.4.(3). Please see the attached list of references, reference letters, detailed information regarding CCLB training and education programing, and cost proposal. If you have any questions please feel free to contact me at (714) 783-6080. Sincerely, V1 Dan Knapp Executive Director/CEO Serving the Gate)vay Cities and the Greater Long Beach arefy Collscnauorr Corps of 1-miL, 340 Nicro Al cnac, 1-im" CA 90814 a Oltfi c 502-00-1 149 0 1"a 5fQ-9g0_._/9�O M STATE OF CALIFORNIA - THE RESOURCES AGENCY CALIFORNIA CONSERVATION CORPS Special Projects Support Unit 1719 24' Street Sacramento, CA 95816 (918) 341 3248 FAX 77 882 0117 ccc ca gov. April 12, 2016 Dan Knapp, Executive Director Conservation Corps of Long Beach 340 Nieto Avenue Long Beach CA, 90814 Dear Dan, EDMUND G BROWN JR, Governor SENT VIA E-MAIL Thank you for your time and effort in hosting and preparing for the January 5, 2016 Certification Review. Based on the information provided to the Certification Review Team, Conservation Corps of Long Beach (CCLB) meets all certification standards. During the Certification Review the CCC did not find any deficiencies. CCLB is being certified as a Local Community Conservation Corps for Fiscal Year 201612017, per California Public Resources Code (PRC) 14507.5. If there are any questions regarding CCLB's status or the certification criteria used, please contact Ka-Ryn Escovedo, CCC Local Corps Program Analyst at 916.341.3126 or ka- n.escovedo ccc ca ov. cerely, X--- ?)A, D a Brazelton Manager The young women and men of the Corps work hard protecting and restoring California's environment and responding to disasters, becoming stronger workers, citizens and individuals through their service Rancho Palos Verdes Contracted At -Risk Youth On -Call Maintenance Projects Conservation Corps of Long Beach References Larry Rich, Sustainability Director, City of Long Beach Phone: 562-570-5839, email: Larry.Rich@longbeach.gov Kevin Ryan, Trails Program Coordinator, Catalina Island Conservancy Phone: 310-510-1888 ext. 223, email: Kryan@catalinaconservancy.org Eric Zahn, Principal Restoration Ecologist, Tidal Influence, LLC (Los Cerritos Wetlands Manager) Phone: 858-353-6113, email: eric@Tidalinfluence.com Adrienne Mohan, Conservancy Director, Palos Verdes Peninsula Land Conservancy Phone: 310-930-4332, email: amohan@pvpic.org (See attached letter of recommendation) Andrea Gullo, Executive Director, Puente Hills Habitat Preservation Authority Phone: 562-945-9003, email: agullo@habitatauthority.org (See attached letter of recommendation) Current Programs The Conservation Corps of Long Beach (CCLB) is a nonprofit, 501(c)3 organization founded in 1987 to address Long Beach area youth development, workforce development and environmental concerns. CCLB's mission supports youth and young adults to achieve their full potential through work, service, conservation and education. CCLB achieves its mission through a combination of work/school programs that develop basic work skills, work ethics, education, training and teamwork. CCLB's long term outcome is to increase the number of Greater Long Beach area at -risk youth and young adults that are educated, responsible adults prepared with the knowledge and skills to enter the workforce and become contributing members of society that strengthen our communities. CCLB offers a full array of holistic services to address the needs of youth and young adults (ages 18-26) as follows: Young Adult Program (18-26): Three programs provide the following to develop the training, skills and education at -risk, unemployed, out-of-school young adults need to enter the workforce and/or pursue further vocational or post- secondary training and education: • Conservation and Community Services: Paid work experience, job -training, environmental and community service projects, recycling services and education. CCLB work programs and projects are grouped into the following areas: Urban Greening; Energy Efficiency; Construction and Urban Conservation; Environmental Education and Interpretation; and, Resource Conservation. CCLB participants — corpsmembers (cros)—rotate through the various programs to develop a variety of job skills and work experiences. CCLB also provides educational presentations focusing on recycling, the environment and how to reduce our carbon foot print to local school age children, their families and local communities at our Signal Hill conservation and recycling center. Page 1 of 4 Rancho Palos Verdes Contracted At -Risk Youth On -Call Maintenance Projects Conservation Corps of Long Beach • Education: CCLB Gateway Cities Charter School (GCCS): GCCS is a Western Association of Schools and Colleges (WASC) accredited alternative high school that serves 18-26 year olds in need of earning a high school diploma to further their individual educational and career goals. GCCS's academic schedule and educational program is designed to support those young adults who need to work to support themselves and/or their families while going to school to earn their high school diploma. GCCS's approach to learning encourages students who were previously unsuccessful, dropped out or were forced out of their local high school due to a variety of reasons to complete their high school education. GCCS gives these students a second chance to achieve their secondary and post -secondary educational goals and move forward to the next phase of their personal/career paths. Many GCCS students are hired by CCLB and are co - enrolled in both programs. • Corpsmember Development Department: CCLB and GCCS staff provide the support our participants — cros and students — need to successfully earn their high school diploma and / complete CCLB's paid work experience, job -training programs. Staff provide the mentoring, case management and referrals to community resources our participants need to address and overcome the various issues they have that caused them to drop out of high school and be unable to further their educational and career goals. Staff also provides the support needed to transition from CCLB into post -secondary education/training and/or to enter the workforce. The CCLB Board of Directors host a fund-raising event each year to provide scholarships for CCLB students and cros to continue their post -secondary training and educational goals. CCLB looks forward to offering AmeriCorps Education Awards for selected cros starting October 2017. Cms earn service hours on CCLB work projects to qualify for these federally funded scholarships. CCLB's Young Adult Program targets 18-26 year old young adults from the greater Long Beach area; primarily the cities and communities of Long Beach, Carson, Wilminton, Compton, Signal Hill and Paramount. These young adults are the most disadvantaged low-income urban young adults with multiple barriers to entering and remaining in the workforce. Their barriers include a wide range of social justice issues including, homelessness/at-risk of being homeless, high school drop-out, low - academic skills, little or no previous work experience, unemployed, gangs/gang violence, dysfunctional family structure, childcare, legal, health or personal issues. CCLB develops environmental work projects for CCLB cros to work on while completing CCLB's various programs and services. CCLB projects are developed in partnership with many of the 27 cities represented by the Gateway Cities Council of Governments, including Long Beach, Carson, Compton, Signal Hill, Whittier, Catalina Island and others. Cms have the opportunity to join various work crews to learn urban forestry, horticulture, landscape construction, irrigation installation, habitat restoration, trail building, environmental remediation, community garden development and general construction. To carry out our Mission, cros have the opportunity earn wages, learn a trade, and serve their communities. While working, cros also have the opportunity to earn their high school diploma, complete industry recognized certifications and receive support to transition to post corps life to pursue their individual educational and workforce goals. Currently, more than 90 CCLB corpsmembers are working daily in crews to plant and care for trees, build community gardens, construct parks, build trails, remove graffiti, restore native habitat, and on community education programs to inform the public about the importance of environmental stewardship and community service. Page 2 of 4 Rancho Palos Verdes Contracted At -Risk Youth On -Call Maintenance Projects Conservation Corps of Long Beach CCLB is one of 13 certified, nonprofit, local conservation corps in California. CCLB must maintain its certification each year through an annual on-site certification review. As a certified conservation corps, CCLB operates under the CA Public Resources Code which mandates certain program standards and components; i.e. job -skills training, education and life skills training. CCLB has received the Excellence in Corps Operations (ECO) Award from the Corps Network, a national association of service and conservation corps, and has received the National Youth Employment Coalition's PEPNet Award for % demonstrating best practices in the field of youth employment. CCLB is also a member of the 21St Century Conservation Service Corps; a national effort to put thousands of young people and veterans to work protecting, restoring and enhancing America's outdoors. Success rate of CCLB's programs During CCLB's 27 year history, CCLB has served thousands of youth and young adults from the greater Long Beach area. For fiscal year 2014/15, CCLB provided 204 corpsmembers with job -training and paid work experience, while GCCS provided an education to 154 students to pursue their high school diploma, and 245 students were provided a safe, secure learning environment after school and during school vacations. For FY 2015/16 CCLB hired 184 corpsmembers as follows: 78% did not have a high school diploma; 58%/male and 42%/female; 19.5% were formerly incarcerated, 46.7% received public / assistance, and 23.3% were parents. Ethnicity of corpsmembers included 47.5 % African-American, 23.9% Hispanic, 6.5% Hawaiian/Pacific Islander, 4.3% Asian, 3.2% White, while 14.6 % chose to not respond. CCLB's charter school enrolled 223 students and graduated 137 students with a high school diploma. For FY 2016/17, CCLB expects to employ more than 200 corpsmembers as the interest in hiring CCLB to complete environmental and community service work projects increases. CCLB's charter school expects to serve 220 students, many of which will be hired and co -enrolled in the Young Adult Program work projects. The charter school expects to graduate a similar number of students each year since most students need more than two years on average to complete the credits needed to graduate. For FY 2015/16, 67 cros left the program for various reasons. Of those, 36.4% entered employment and/or post -secondary education or training. 28.3% achieved positive outcomes; earned a high school diploma, completed CCLB's job -training program and/or earned a training certificate. CCLB is entering a new phase in its history as it recently hired a new CEO/Executive Director, Dan Knapp, after the former CEO/Executive Director of 25 years retired. This provides an opportunity for CCLB to reflect on its future and strategic direction for the next few years. Therefore, CCLB developed a Strategic Plan for 2017-2020 to provide the direction, goals, metrics and timeline to help focus the organization's immediate future. CCLB believes the 2015/16 exit information numbers do not completely represent the actual positive results of the program. Therefore CCLB needs to add staff and resources to improve and track these results which led to the Strategic Goal to" Improve and formalize the Corpsmember Development Department" that is responsible for tracking, reporting and supporting cros/students in achieving post -corps success. Conservation Corps of Long Beach's Education Program Education at CCLB takes several forms: • Charter High School — As described above, CCLB partners with the Gateway Cities Charter School to provide an accredited high school education program for 18-26 year olds to earn their high school diploma. Students must complete the required number of credits and a graduation is Page 3 of 4 B-11 Rancho Palos Verdes Contracted At -Risk Youth On -Call Maintenance Projects Conservation Corps of Long Beach held each year to honor those who graduated. Students may be hired and co -enrolled in CCLB's Young Adult Program to work while they attend high school. • lob -training — This occurs both in the classroom as well as in the field on work projects. Staff provides training in both the hard and soft skills needed to carry out CCLB work projects as well as the soft skills needed to be successful in the workplace. Examples of hard skills training include: proper tool use for hand/power tools (shovels, Pulaski's, weed whackers, chainsaws); landscaping; park/trail maintenance; construction, plant identification; and, tree planting/maintenance. Examples of soft skills training include: following work place policies/procedures; teamwork; positive work ethic (being on time, giving full effort, following directions). Cms may also participate in trainings leading to industry recognized certifications. Cms also receive training and support to develop and maintain a resume, conduct job searches, fill out job applications and college enrolment forms, apply for jobs, college entrance and scholarships, participate in mock interviews, and how to dress for success. • Strategic Partnerships — CCLB has a formal partnership with Long Beach City College (LSCC). All CCLB corpsmembers are eligible for no -cost enrollment in LBCC's pre -apprentice construction �I and heavy equipment maintenance certification programs. CCLB has partnered with GRID Alternatives to provide basic solar photovoltaic installation training and certification. The City of Long Beach Public Works and Parks, Recreation, and Marine Departments provide the following trainings for CCLB participants: chainsaw operation, irrigation installation and repair, and emergency preparedness and response. • Postsecondary scholarships — All CCLB corpsmembers and former corpsmembers are eligible to apply for CCLB's postsecondary scholarships (privately fundraised scholarship)s and starting in October 2017 earn AmeriCorps education awards for their service while enrolled in the CCLB. • Community Education — CCLB provides various community educational presentations focusing on recycling, the environment and how to reduce our carbon foot print to local school age children, their families and local communities. CCLB cros are trained to provide these various presentations as needed or requested by community partners. In order to provide these presentations, cros undergo their own education and training to provide these public speaking events. Page 4 of 4 B-12 PRESERVING LAND AND RESTORING HABITAT FOR THE EDUCATION AND ENJOYMENT OF ALL Kedrin Hopkins, Director of Projects Conservation Corps of Long Beach 340 Nieto Avenue Long Beach, CA 90814 February 10, 2017 Dear Mr. Hopkins, The purpose of this letter is to describe the level of service provided by the Conservation Corps of Long Beach (CCLB) for the Palos Verdes Peninsula Land Conservancy. The CCLB was called on to support the work of the Palos Verdes Peninsula Land Conservancy to repair trails and protect native habitat at the Portuguese Bend Reserve. The work began on January 31 st, 2017. The CCLB's scope of work included trail improvements to the Ishibashi Trail and the repair of trail erosion on nearby trails. We are pleased with the level and quality of work provided by the CCLB. The CCLB supervisors are easily accessible and are able to successfully carry out the required duties to ensure successful project progress. We look forward to partnering with the CCLB on future projects to benefit the Nature Preserves in Palos Verdes. If you have any questions, or would like additional information, please contact me at amohan(c--D�pvplc.or or call (3 10) 541-7613 x213. Sincerely, 114diavinc i I Zohavt_ Adrienne Mohan Conservation Director 916 SILVER SPUR ROAD # 207. ROLLING HILLS ESTATES. CA 90274-3826 T 310.541.7613 WWW.PVPLC.ORG 6-13 ;nte Hills Wat Preservation Authority wment Provided by the Puente Hills Landfill February 10, 2017 Kedrin Hopkins, Director of Projects Conservation Corps of Long Beach 340 Nieto Avenue Long Beach, CA 90814 Mr. Hopkins, The purpose of this letter is to describe the level of service provided by the Conservation Corps of Long Beach (CCLB) for the Puente Hills Habitat Preservation Authority The CCLB began work at the project site on January 31, 2017. The CCLB's scope of work included trail clearing and trail enhancement of the Peppergrass Trail. To date, the Puente Hills Habitat Preservation Authority has been pleased with the level and quality of work provided by the CCLB. The CCLB supervisors are easily accessible and are able to successfully carry out the required duties to ensure successful project progress. Overall, they were easy to work with and had terrific attitudes. If you have any questions, or would like additional information, please contact me at agullo@habitatauthority.org or 562.945.9003. Sincerely, Andrea Gullo Executive Director A Joint Powers Agency created pursuant to California Government Code §6500 et seq. 7702 Washington Avenue, Suite C, Whittier, California 90602 - Phone: 562 / 945-9003 - Fax: 562 / 945-0303 Printed on recycled paper B-14 CITY OF RANCHO PALOS VERDES REQUEST FOR PROPOSAL FY 16/17 to FY 19/20 INTRODUCTION Contracted At -Risk Youth for On -Call Maintenance Projects The City of Rancho Palos Verdes ("City") seeks proposals from qualified organizations offering At -Risk Youth (ARY) for contract services on an on-call basis for grant funded and non -grant funded maintenance related projects for the City's open space and other City properties. Over a decade ago the City started utilizing conservation corps on an on-call basis for grant related projects that met the Los Angeles County Regional Park and Open Space District's (District) approved definition of At -Risk Youth and the related Implementation Instructions. The City met and exceeded the district's grant related ARY employment. Subsequently, the City proceeded to utilize the ARY for other grant and non -grant related projects for the City's open space and other City properties and has been satisfied with the results. The City would like to have a four year (4) on-call maintenance services contract, with two (2) one-year extension options with mutual agreement, with a qualified conservation corps or organization to provide the City with At -Risk Youth on grant or non -grant related projects, on an as needed on-call basis. The qualified organization will be contacted when an upcoming project(s) needs as needed maintenance work that could be performed by ARY. At that time, the exact nature of work, extent of the work and site location will be provided and a quote based on time and material requested. Typically the sites will be either a City park or City owned open space area or property. To be considered for this project, submit three (3) copies of the proposal to the Department of Public Works, 30940 Hawthorne Blvd., Rancho Palos Verdes, CA 90275, Phone number (310) 544-5252, no later than 4:00 PM, on Friday February 17, 2017. The term of this agreement is for FY 16/17 to FY 19/20, with two (2) one- year extension options with mutual agreement for FY 20/21 and FY 21/22. SCOPE OF WORK — FISCAL YEARS 16/17 to FY 19/20 The work includes but is not limited to the following: • Fuel modification • Trail construction, trail maintenance, trail re-routing, trail re -construction • Weed abatement • Site cleanup (i.e. inside and around swales) • Debris removal (i.e. weeds, rocks, dirt) • Fence repairs • Sign installation and maintenance C-1 The selected organization will be viewed as the City's only At -Risk Youth contracted organization for the duration of the agreement. Prior to performing a task, City staff will meet with the organization representative and explain the work needed, the geographic location, the time frame and request a quote based on time and material. REPORTING REQUIREMENTS The contracted youth should meet the Los Angeles County Regional Park and Open Space District's approved definition of At -Risk Youth and the related Implementation Instructions. Upon completion of each work, the organization shall supply the City with: • Complete LA County Park and Open Space District's Exhibit F-4, "Report on Employment of Youth" (sample attached) • Invoice submitted within 30 days upon completion of the work (including number of hours and hourly rates and/or equipment used) PREVAILING WAGES The City requires paying workers prevailing wages for their job classification. If your organization does not pay prevailing wages, or is exempt from paying prevailing wages, please indicate that and provide valid documentation. ADDITIONAL INFORMATION Please indicate additional information that helps with the employed ARY. For example, if your organization offers the ARY additional services, such as continued education, GED opportunities, on the job training programs, etc. PROJECT BUDGET The project(s) are paid based on time and material. Your submitted rate sheet should indicate the job classifications and/or activity type in addition to the rates effective length of time. If there is a different rate for different activities, then indicate each activity and the appropriate hourly rate. Additionally if the supervisor's rates are different, please indicate the supervisor's rates per activity. The City plans to spend approximately $75,000 in FY 16/17 and a similar amount each year through FY 19/20 on ARY related projects. The amount includes wages to workers, overhead, supervision and other related costs. DATA TO BE SUBMITTED WITH PROPOSALS The Proposal shall be prepared in a "two sealed envelope" format. The first sealed envelope shall contain the technical proposal and shall include: A summary of the organization's previous experience on similar projects. References from clients/cities on similar projects. Describe or list training or additional programs and opportunities offered the ARY that could help them with future employment or job opportunities C-2 The second sealed envelope shall be clearly marked "Cost Proposal" and shall be outlined as indicated below: The hourly rates and other fees for personnel involved in the service(s). If each activity has a different hourly rate, please list each. If supervisors receive a different hourly rate, please indicate that. Please indicate the rates effective length of time. Provide a proposed Cost on a "Not To Exceed" basis for each fiscal year. Total Cost to include all costs and expenses. The City reserves the right to select an organization, which may not have submitted the lowest proposed fees. Note: This project may require services during weekends and/or evenings. Indicate on your fee schedule any fee differential for weekend or evening services. Fees shall be inclusive of all clerical support, overtime services, travel time, travel mileage, cellular phone services, and computer usage. SUBMISSION OF PROPOSAL All questions are to be submitted via e-mail to Lauren Ramezani at LaurenR6a�rpvca.gov or by phone (310) 544-5245 by no later than Wednesday February 15, 2017 at Noon. Three (3) copies of your proposal must be submitted to: Lauren Ramezani, Public Works Department City of Rancho Palos Verdes 30940 Hawthorne Blvd. Rancho Palos Verdes, CA 90275 The proposals are due in the office by 4:00 p.m. on Friday, February 17, 2017 The projected date for requesting City Council approval for this on-call maintenance contract is March 21, 2017. THE CITY'S EVALUATION PROCESS Proposals received will be evaluated on the following criteria - 1 ) riteria:1) Experience of organization in performing this type of service. 2) References from clients for whom similar work was performed. 3) Previous work in RPV or the Palos Verdes Peninsula 4) Additional services/programs offered by your organization to the youth to enhance employment or job opportunities for their future 5) Interview (if applicable) Please note that the responses to this request for proposal are subject to the following conditions: Insurance The City of Rancho Palos Verdes requires the selected firm to have a minimum of $1,000,000.00 of professional errors and omissions insurance and a minimum of C-3 $1,000,000.00 of automobile liability insurance prior to entering into an agreement with the City. Acceptance of Terms Submission of a proposal shall constitute acknowledgment and acceptance of all terms and conditions hereinafter set forth in the RFP unless otherwise expressly stated in the proposal. Right of Reiection by the City Notwithstanding any other provisions of this RFP, the City reserves the right to reject any and all proposals and to waive any informality in a proposal. Financial Responsibility The proposer understands and agrees that the City shall have no financial responsibility for any costs incurred by the proposer in responding to this RFP. Interview If successful, the proposer may be invited to participate in an interview. The interview will be a part of the final selection process. Award of Contract The selected firm shall be required to enter into a written contract with the City of Rancho Palos Verdes, in a form approved by the City Attorney, to perform the prescribed work. This RFP and the proposal, or any part thereof, may be incorporated into and made a part of the final contract; however, the City reserves the right to further negotiate the terms and conditions of the contract with the selected consultant. The contract will, in any event, include a maximum "fixed cost" to the City of Rancho Palos Verdes. A similar sample of the written contract is shown in Appendix A. Conferences during the Proposal Preparation Period As of the issuance date of this RFP and continuing until the time for submitting proposal has expired, the City will provide relevant information and access to City facilities and documents as necessary for all proposers to familiarize themselves with the requirements set forth in the RFP. Access to City facilities shall be during normal business hours and will require at least twenty-four (24) hours advance notice. Number of Copies Required The proposer must submit three (3) copies of the proposal. Proposals must be received by the Department of Public Works, 30940 Hawthorne Blvd., Rancho Palos Verdes, CA 90275, phone number (310) 544-5252, by the deadline indicated in this RFP. C-4 Organization's Representative - The organization shall assign a primary representative and an alternate to perform the services described in the scope of work. Both shall be identified in the proposal. If the primary representative is unable to continue with the project, then the alternate representative shall become the primary representative. The representative and alternative and at least one crew should be able to understand and speak English. General Information — This Request for Proposal does not commit the City of Rancho Palos Verdes to pay costs incurred in the preparation of a response to this request. No work may begin until an agreement is executed and the City issues a Notice to Proceed. — Notwithstanding any other provisions of this Request for Proposal, the City of Rancho Palos Verdes reserves the right to reject any and all proposals and to waive any informality in a proposal. — Submission of a proposal shall constitute acknowledgement of all terms and conditions set forth in the Request for Proposal unless otherwise expressly stated in the proposal. — All data, documents, and other products used or developed for this project shall remain in the public domain upon completion of the project. Similarly, all responses to this Request for Proposal shall become the property of the City of Rancho Palos Verdes. — The method of payment upon negotiation of a contract shall be monthly payments based upon satisfactory progress and the submission of invoices for payment. C-5 APPENDIX A DRAFT SERVICES AGREEMENT C-6 APPENDIX B LA County Park and Open Space District's Exhibit FA "Report on Employment of Youth" Name of Agency: Type: ❑ Progress ❑ Final Grant No. Work Location Totals: REPORT ON EMPLOYMENT OF YOUTH Telephone No.: Youth Employment Period: From To (mm/ddlyyyy) No. of Approx. Wage Tot. Hrs. Total Wages Youth Age per Hr. Worked Paid Work Performed I certify that the information above is accurate, that it represents increased expenditures of at -risk youth since August 10, 1997, and that persons hired after October 21, 2002, meet the Los Angeles County Regional Park and Open Space Districts' definition of at -risk. Signature of Authorized Representative (District Use only) Program Manager: Grants Supervisor: Date Date Submitted: C-7