Columbia Telecommunications Corporation dba CTC Technology & Energy (2) AMENDED &RESTATED
CONTRACT SERVICES AGREEMENT
By and Between
CITY OF RANCHO PALOS VERDES
and
COLUMBIA TELECOMMUNICATIONS CORPORATION
D/B/A CTC TECHNOLOGY& ENERGY
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AMENDED & RESTATED
AGREEMENT FOR TELECOMMUNICATIONS ENGINEERING CONSULTANT
SERVICES
BETWEEN THE CITY OF RANCHO PALOS VERDES AND
COLUMBIA TELECOMMUNICATIONS CORPORATION
D/B/A CTC TECHNOLOGY & ENERGY
THIS AMENDED & RESTATED AGREEMENT FOR CONTRACT SERVICES
(herein "Amended& Restated Agreement") is made and entered into this /ell day of „,,, ,, ,r
2018 by and between the City of Rancho Palos Verdes, a California municipal corporation��,,,,,, Sa
("City") and Columbia Telecommunications Corporation d/b/a CTC Technology & Energy, a
Maryland corporation ("Consultant"). City and Consultant may be referred to, individually or
collectively, as "Party"or"Parties."
RECITALS
A. Pursuant to Section 2.44.060 of the City of Rancho Palos Verdes' Municipal
Code, City has authority to enter into and execute this Amended&Restated Agreement.
B. City and Consultant entered into a "short form" professional services agreement
on August 4, 2017 for Consultant to provide the City with telecommunications engineering
consulting services for a Term of 60 days, for a maximum Contract Sum of $24,000 (the
"Agreement").
C. On October 17, 2017, City and Consultant entered into Amendment No. 1 to the
Agreement, which extended the Term from October 17, 2017 through August 4, 2018, and
increased the Contract Sum by$132,050 to a maximum of$156,050.
D. City and Consultant now desire to amend, restate, and extend the Agreement
through October 17, 2019, and to increase the Contract Sum to a maximum of$200,000.
E. This Amended & Restated Agreement, therefore, replaces and supersedes the
Agreement and Amendment No. 1 thereto.
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 Amended & Restated 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 Amended
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& Restated Agreement, Consultant represents and warrants that it has the qualifications,
experience, and facilities necessary to properly perform the services required under this Amended
& Restated 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 Amended & Restated 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.
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 Amended & Restated Agreement, the
terms of this Amended&Restated 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 California Labor Law.
If the Scope of Services includes any "public work" or "maintenance work," as those
terms are defined in California Labor Code section 1720 et seq. and California Code of
Regulations, Title 8, Section 16000 et seq., and if the total compensation is $1,000 or more,
Consultant shall pay prevailing wages for such work and comply with the requirements in
California Labor Code section 1770 et seq. and 1810 et seq., and all other applicable laws,
including the following requirements:
(a) Public Work. The Parties acknowledge that some or all of the work to be
performed under this Amended & Restated Agreement is a "public work" as defined in Labor
Code Section 1720 and that this Amended & Restated Agreement is therefore subject to the
requirements of Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California
Labor Code relating to public works contracts and the rules and regulations established by the
Department of Industrial Relations ("DIR") implementing such statutes. The work performed
under this Amended&Restated Agreement is subject to compliance monitoring and enforcement
by the DIR. Contractor shall post job site notices, as prescribed by regulation.
(b) Prevailing Wages. Contractor shall pay prevailing wages to the extent
required by Labor Code Section 1771. Pursuant to Labor Code Section 1773.2, copies of the
prevailing rate of per diem wages are on file at City Hall and will be made available to any
interested party on request. By initiating any work under this Amended & Restated Agreement,
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Contractor acknowledges receipt of a copy of the Department of Industrial Relations (DIR)
determination of the prevailing rate of per diem wages, and Contractor shall post a copy of the
same at each job site where work is performed under this Amended&Restated Agreement.
(c) Penalty for Failure to Pay Prevailing Wages. Contractor shall comply with
and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment
of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The
Contractor shall, as a penalty to the City, forfeit two hundred dollars ($200) for each calendar
day, or portion thereof, for each worker paid less than the prevailing rates as determined by the
DIR for the work or craft in which the worker is employed for any public work done pursuant to
this Amended&Restated Agreement by Contractor or by any subcontractor.
(d) Payroll Records. Contractor shall comply with and be bound by the
provisions of Labor Code Section 1776, which requires Contractor and each subcontractor to:
keep accurate payroll records and verify such records in writing under penalty of perjury, as
specified in Section 1776; certify and make such payroll records available for inspection as
provided by Section 1776; and inform the City of the location of the records.
(e) Apprentices. Contractor shall comply with and be bound by the provisions
of Labor Code Sections 1777.5, 1777.6, and 1777.7 and California Code of Regulations Title 8,
Section 200 et seq. concerning the employment of apprentices on public works projects.
Contractor shall be responsible for compliance with these aforementioned Sections for all
apprenticeable occupations. Prior to commencing work under this Amended & Restated
Agreement, Contractor shall provide City with a copy of the information submitted to any
applicable apprenticeship program. Within sixty(60) days after concluding work pursuant to this
Amended & Restated Agreement, Contractor and each of its subcontractors shall submit to the
City a verified statement of the journeyman and apprentice hours performed under this Amended
&Restated Agreement.
(f) Eight-Hour Work Day. Contractor acknowledges that eight (8) hours labor
constitutes a legal day's work. Contractor shall comply with and be bound by Labor Code Section
1810.
(g) Penalties for Excess Hours. Contractor shall comply with and be bound by
the provisions of Labor Code Section 1813 concerning penalties for workers who work excess
hours. The Contractor shall, as a penalty to the City, forfeit twenty-five dollars ($25) for each
worker employed in the performance of this Amended & Restated Agreement by the Contractor
or by any subcontractor for each calendar day during which such worker is required or permitted
to work more than eight (8) hours in any one calendar day and forty (40) hours in any one
calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the
Labor Code. Pursuant to Labor Code section 1815, work performed by employees of Contractor
in excess of eight (8) hours per day, and forty (40) hours during any one week shall be permitted
upon public work upon compensation for all hours worked in excess of 8 hours per day at not
less than one and one-half(1'A)times the basic rate of pay.
(h) Workers' Compensation. California Labor Code Sections 1860 and 3700
provide that every employer will be required to secure the payment of compensation to its
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employees if it has employees. In accordance with the provisions of California Labor Code
Section 1861, Contractor certifies as follows:
"I am aware of the provisions of Section 3700 of the Labor Code which require
every employer to be insured against liability for workers' compensation or to
undertake self-insurance in accordance with the provisions of that code, and I will
comply with such provisions before commencing the performance of the work of
this contract."
Contractor's Authorized Initials
(i) Contractor's Responsibility for Subcontractors. For every subcontractor
who will perform work under this Amended & Restated Agreement, Contractor shall be
responsible for such subcontractor's compliance with Division 2, Part 7, Chapter 1 (commencing
with Section 1720) of the California Labor Code, and shall make such compliance a requirement
in any contract with any subcontractor for work under this Amended & Restated Agreement.
Contractor shall be required to take all actions necessary to enforce such contractual provisions
and ensure subcontractor's compliance, including without limitation, conducting a review of the
certified payroll records of the subcontractor on a periodic basis or upon becoming aware of the
failure of the subcontractor to pay his or her workers the specified prevailing rate of wages.
Contractor shall diligently take corrective action to halt or rectify any such failure by any
subcontractor.
1.5 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 Amended &
Restated 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 Amended &
Restated 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.
1.6 Familiarity with Work.
By executing this Amended & Restated 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 Amended
& Restated 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.
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1.7 Care of Work.
The Consultant shall adopt reasonable methods during the life of the Amended &
Restated 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.
1.8 Further Responsibilities of Parties.
Both parties agree to use reasonable care and diligence to perform their respective
obligations under this Amended & Restated 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 of this Amended & Restated Agreement. Unless hereafter
specified, neither party shall be responsible for the service of the other.
1.9 Additional Services.
City shall have the right at any time during the performance of the services, without
invalidating this Amended & Restated 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 Amended & Restated 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.
1.10 Special Requirements.
Additional terms and conditions of this Amended & Restated 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 Amended & Restated Agreement, the provisions of
Exhibit"B" shall govern.
ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.
2.1 Contract Sum.
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Subject to any limitations set forth in this Amended & Restated Agreement, City agrees
to pay Consultant the amounts specified in the "Schedule of Compensation" attached hereto as
Exhibit "C" and incorporated herein by this reference. The total compensation, including
reimbursement for actual expenses, shall not exceed Two Hundred Thousand Dollars ($200,000)
(the "Contract Sum"), unless additional compensation is approved pursuant to Section 1.9, which
Contract Sum will be drawn directly from the trust deposits for each wireless facility application.
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.
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 Amended & Restated Agreement,
Consultant is certifying compliance with all provisions of the Amended & Restated 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
Amended & Restated 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
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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 Amended & Restated
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 Amended&Restated Agreement.
3.2 Schedule of Performance.
Consultant shall commence the services pursuant to this Amended &Restated 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 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 Amended & Restated 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 Amended &
Restated Agreement. In no event shall Consultant be entitled to recover damages against the City
for any delay in the performance of this Amended & Restated Agreement, however caused,
Consultant's sole remedy being extension of the Amended & Restated Agreement pursuant to
this Section.
3.4 Term.
Unless earlier terminated in accordance with Article 7 of this Amended & Restated
Agreement, this Amended & Restated Agreement shall continue in full force and effect until
completion of the services but not exceeding October 17, 2019, except as otherwise provided in
the Schedule of Performance (Exhibit "D"). The City may, upon mutual agreement, extend the
Term in one-year increments.
01203.0006/500630.8 7
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:
Joanne H.Hovis President
(Name) (Title)
Lee Afflerbach Principal Engineer
(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 Amended &
Restated Agreement. Therefore, the foregoing principals shall be responsible during the term of
this Amended & Restated 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 Amended & Restated 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 Amended & Restated 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 Amended & Restated
Agreement. Consultant shall notify City of any changes in Consultant's staff and subcontractors,
if any, assigned to perform the services required under this Amended & Restated 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 Amended & Restated 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 Ara Mihranian, Director of Community Development, or
such person as may be designated by the City Manager. It shall be the Consultant's responsibility
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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 Amended&Restated 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 Amended & Restated
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 Amended&Restated 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 Amended & Restated 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.
Without limiting Consultant's indemnification of City, and prior to commencement of
any services under this Amended & Restated Agreement, Consultant shall obtain, provide and
maintain at its own expense during the term of this Amended & Restated Agreement, policies of
insurance of the type and amounts described below and in a form satisfactory to City.
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(a) General liability insurance. Consultant shall maintain commercial general
liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in
an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily
injury, personal injury, and property damage. The policy must include contractual liability that
has not been amended. Any endorsement restricting standard ISO "insured contract" language
will not be accepted.
(b) Automobile liability insurance. Consultant shall maintain automobile
insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury
and property damage for all activities of the Consultant arising out of or in connection with
Services to be performed under this Amended&Restated Agreement, including coverage for any
owned, hired, non-owned or rented vehicles, in an amount not less than $1,000,000 combined
single limit for each accident.
(c) Professional liability (errors & omissions) insurance. Consultant shall
maintain professional liability insurance that covers the Services to be performed in connection
with this Amended & Restated Agreement, in the minimum amount of$1,000,000 per claim and
in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the
effective date of this Amended & Restated Agreement and Consultant agrees to maintain
continuous coverage through a period no less than three (3) years after completion of the services
required by this Amended&Restated Agreement.
(d) Workers' compensation insurance. Consultant shall maintain Workers'
Compensation Insurance (Statutory Limits) and Employer's Liability Insurance (with limits of at
least $1,000,000).
(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.
(a) Proof of insurance. Consultant shall provide certificates of insurance to
City as evidence of the insurance coverage required herein, along with a waiver of subrogation
endorsement for workers' compensation. Insurance certificates and endorsements must be
approved by City's Risk Manager prior to commencement of performance. Current certification
of insurance shall be kept on file with City at all times during the term of this Amended &
Restated Agreement. City reserves the right to require complete, certified copies of all required
insurance policies, at any time.
(b) Duration of coverage. Consultant shall procure and maintain for the
duration of this Amended & Restated Agreement insurance against claims for injuries to persons
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or damages to property, which may arise from or in connection with the performance of the
Services hereunder by Consultant, its agents, representatives, employees or subconsultants.
(c) Primary/noncontributing. Coverage provided by Consultant shall be
primary and any insurance or self-insurance procured or maintained by City shall not be required
to contribute with it. The limits of insurance required herein may be satisfied by a combination of
primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be
endorsed to contain a provision that such coverage shall also apply on a primary and non-
contributory basis for the benefit of City before the City's own insurance or self-insurance shall
be called upon to protect it as a named insured.
(d) City's rights of enforcement. In the event any policy of insurance required
under this Amended & Restated Agreement does not comply with these specifications or is
canceled and not replaced, City has the right but not the duty to obtain the insurance it deems
necessary and any premium paid by City will be promptly reimbursed by Consultant or City will
withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City
may cancel this Amended&Restated Agreement.
(e) Acceptable insurers. All insurance policies shall be issued by an insurance
company currently authorized by the Insurance Commissioner to transact business of insurance
or that is on the List of Approved Surplus Line Insurers in the State of California, with an
assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VI (or larger)
in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by
the City's Risk Manager.
(f) Waiver of subrogation. All insurance coverage maintained or procured
pursuant to this Amended & Restated Agreement shall be endorsed to waive subrogation against
City, its elected or appointed officers, agents, officials, employees and volunteers or shall
specifically allow Consultant or others providing insurance evidence in compliance with these
specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own
right of recovery against City, and shall require similar written express waivers and insurance
clauses from each of its subconsultants.
(g) Enforcement of contract provisions (non-estoppel). Consultant
acknowledges and agrees that any actual or alleged failure on the part of the City to inform
Consultant of non-compliance with any requirement imposes no additional obligations on the
City nor does it waive any rights hereunder.
(h) Requirements not limiting. Requirements of specific coverage features or
limits contained in this section are not intended as a limitation on coverage, limits or other
requirements, or a waiver of any coverage normally provided by any insurance. Specific
reference to a given coverage feature is for purposes of clarification only as it pertains to a given
issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other
coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums
shown above, the City requires and shall be entitled to coverage for the higher limits maintained
by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of
insurance and coverage shall be available to the City.
01203.0006/500630.8 11
(i) Notice of cancellation. Consultant agrees to oblige its insurance agent or
broker and insurers to provide to City with a thirty (30) day notice of cancellation (except for
nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each
required coverage.
(j) Additional insured status. General liability policies shall provide or be
endorsed to provide that City and its officers, officials, employees, and agents, and volunteers
shall be additional insureds under such policies. This provision shall also apply to any
excess/umbrella liability policies.
(k) Prohibition of undisclosed coverage limitations. None of the coverages
required herein will be in compliance with these requirements if they include any limiting
endorsement of any kind that has not been first submitted to City and approved of in writing.
(1) Separation of insureds. A severability of interests provision must apply for
all additional insureds ensuring that Consultant's insurance shall apply separately,to each insured
against whom claim is made or suit is brought, except with respect to the insurer's limits of
liability. The policy(ies) shall not contain any cross-liability exclusions.
(m) Pass through clause. Consultant agrees to ensure that its subconsultants,
subcontractors, and any other party involved with the project who is brought onto or involved in
the project by Consultant, provide the same minimum insurance coverage and endorsements
required of Consultant. Consultant agrees to monitor and review all such coverage and assumes
all responsibility for ensuring that such coverage is provided in conformity with the requirements
of this section. Consultant agrees that upon request, all Amended & Restated Agreements with
consultants, subcontractors, and others engaged in the project will be submitted to City for
review.
(n) Agency's right to revise specifications. The City reserves the right at any
time during the term of the contract to change the amounts and types of insurance required by
giving the Consultant ninety (90) days advance written notice of such change. If such change
results in substantial additional cost to the Consultant, the City and Consultant may renegotiate
Consultant's compensation.
(o) Self-insured retentions. Any self-insured retentions must be declared to
and approved by City. City reserves the right to require that self-insured retentions be eliminated,
lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these
specifications unless approved by City.
(p) Timely notice of claims. Consultant shall give City prompt and timely
notice of claims made or suits instituted that arise out of or result from Consultant's performance
under this Amended & Restated Agreement, and that involve or may involve coverage under any
of the required liability policies.
(q) Additional insurance. Consultant shall also procure and maintain, at its
own cost and expense, any additional kinds of insurance, which in its own judgment may be
necessary for its proper protection and prosecution of the work.
01203.0006/500630.8 12
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
Amended&Restated Agreement, and in connection therewith:
(a) Consultant will defend any action or actions filed in connection with any
of said claims or liabilities and will pay all costs and expenses, including legal costs and
attorneys' fees incurred in connection therewith;
(b) Consultant will promptly pay any judgment rendered against the City, its
officers, agents or employees for any such claims or liabilities arising out of or in connection
with the negligent performance of or failure to perform such work, operations or activities of
Consultant hereunder; and Consultant agrees to save and hold the City, its officers, agents, and
employees harmless therefrom;
(c) In the event the City, its officers, agents or employees is made a party to
any action or proceeding filed or prosecuted against Consultant for such damages or other claims
arising out of or in connection with the negligent performance of or failure to perform the work,
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 Amended & Restated 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 Amended&Restated Agreement.
ARTICLE 6. RECORDS,REPORTS,AND RELEASE OF INFORMATION
01203.0006/500630.8 13
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 Amended & Restated 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 maybe 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 Amended & Restated 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 Amended &
Restated 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
Amended&Restated 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 Amended & Restated 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
01203.0006/500630.8 14
embodied therein. All subcontractors shall provide for assignment to City of any documents or
materials prepared by them, and in the event Consultant fails to secure such assignment,
Consultant shall indemnify City for all damages resulting therefrom. Moreover, Consultant with
respect to any documents and materials that may qualify as "works made for hire" as defined in
17 U.S.C. § 101, such documents and materials are hereby deemed"works made for hire" for the
City.
6.4 Confidentiality and Release of Information.
(a) All information gained or work product produced by Consultant in
performance of this Amended & Restated 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 Amended & Restated 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 Amended & Restated
Agreement, then City shall have the right to reimbursement and indemnity from Consultant for
any damages, costs and fees, including attorney's 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 Amended & Restated 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 AMENDED & RESTATED AGREEMENT AND
TERMINATION
7.1 California Law.
This Amended & Restated 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 Amended & Restated Agreement shall be instituted in the Superior Court of the County of
01203.0006/500630.8 15
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 Amended & Restated
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 Amended & Restated
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 Amended&Restated 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 Amended &Restated 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 Amended & Restated 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 Amended & Restated Agreement of any term, condition, or
covenant of this Amended &Restated 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 Amended &
Restated Agreement shall not constitute a waiver of any other provision or a waiver of any
subsequent breach or violation of any provision of this Amended & Restated Agreement.
Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of
the provisions of this Amended & Restated 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
01203.0006/500630.8 16
not be a waiver of any other default concerning the same or any other provision of this Amended
&Restated Agreement.
7.5 Rights and Remedies are Cumulative.
Except with respect to rights and remedies expressly declared to be exclusive in this
Amended & Restated 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 Amended &Restated Agreement, to obtain declaratory or injunctive
relief, or to obtain any other remedy consistent with the purposes of this Amended & Restated
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 Amended&Restated Agreement.
7.7 Liquidated Damages.
Since the determination of actual damages for any delay in performance of this Amended
& Restated Agreement would be extremely difficult or impractical to determine in the event of a
breach of this Amended & Restated 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. The City may withhold from any monies payable on account of
services performed by the Contractor any accrued liquidated damages.
7.8 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
01203.0006/500630.8 17
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.
7.9 Termination for Default of Consultant.
If termination is due to the failure of the Consultant to fulfill its obligations under this
Amended & Restated 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.
7.10 Attorneys' Fees.
If either party to this Amended & Restated Agreement is required to initiate or defend or
made a party to any action or proceeding in any way connected with this Amended & Restated
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.
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 Amended&Restated 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
Amended & Restated Agreement. Consultant further covenants that in the performance of this
Amended & Restated 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
01203.0006/500630.8 18
conflicts of interest with the interests of City in the performance of this Amended & Restated
Agreement.
No officer or employee of the City shall have any financial interest, direct or indirect, in
this Amended & Restated Agreement nor shall any such officer or employee participate in any
decision relating to the Amended & Restated 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 Amended&Restated 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 Amended & Restated 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. § 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 Amended
&Restated 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., Rancho Palos Verdes, California 90275 and in the case of
the Consultant, to the person(s) at the address designated on the execution page of this Amended
& Restated 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.
01203.0006/500630.8 19
9.2 Interpretation.
The terms of this Amended & Restated 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 Amended&Restated Agreement or any other rule of construction which
might otherwise apply.
9.3 Counterparts.
This Amended & Restated 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 Amended & Restated 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 Amended & Restated Agreements between the parties hereto affecting this Amended
& Restated Agreement and this Amended&Restated Agreement supersedes and cancels any and
all previous negotiations, arrangements, Amended&Restated Agreements and understandings, if
any, between the parties, and none shall be used to interpret this Amended & Restated
Agreement. No amendment to or modification of this Amended & Restated 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 Amended & Restated 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 Amended & Restated 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 Amended&Restated 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 Amended & Restated Agreement, nor shall any official, officer, or employee of City
participate in any decision relating to this Amended & Restated 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
01203.0006/500630.8 20
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 Amended & Restated 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 Amended & Restated 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
Amended&Restated Agreement void and of no force or effect.
Consultant's Authorized Initials`--71?Q
9.7 Corporate Authority.
The persons executing this Amended & Restated 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 Amended & Restated Agreement on behalf of said party, (iii) by so
executing this Amended & Restated Agreement, such party is formally bound to the provisions
of this Amended & Restated Agreement, and (iv) that entering into this Amended & Restated
Agreement does not violate any provision of any other Amended&Restated Agreement to which
said party is bound. This Amended & Restated Agreement shall be binding upon the heirs,
executors, administrators, successors and assigns of the parties.
[SIGNATURES ON FOLLOWING PAGE]
01203.0006/500630.8 21
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date and year first-above written.
CITY:
CITY OF RANCHO PALOS VERDES, a
municipal corporation
PlAAJ
City Manager
ATT . T:
RRIA
IP
APPRO '' D AS TO FORM:
ALESHIRE & WYNDER, LLP
City . POff
Attorney
Y
CONSULTANT:
Columbia Telecommunications Corporation d/b/a
CTC Technology& Energy, a Maryland corporation
B . i
Na' e:_j1 N ' -I-lc rLs
Title: pr' _--skc�-�ri-t�
B fYt u'/h
N e:_j nrY— ' "tin,viS
Title:_ ��`rtztiry
Address: Cc-)nc-c l
}<c!r\
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.
01203.0006/500630.8 22
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.
,Rt- nn__N�g
STATE OF I
J1.V• 11.40A?nor
COUNTY OF � CC
II-I 'r u9�v
On S /ex, 2018 before me,10-dat 1 , 1 personally appeared ate ,S. n0V1S , proved to me on
the bans of satisfactory evidence to be the person(s) whose names(s) is/are s scribed 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. HELEN VESKE
Notary Public-Maryland
WITNESS my h nd official seal. Montgomery County
My Commission Expires
January 02,2022
Signature: --I
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
El INDIVIDUAL
❑ CORPORATE OFFICER
TITLE OR TYPE OF DOCUMENT
TITLE(S)
El PARTNER(S) El LIMITED
El GENERAL NUMBER OF PAGES
El ATTORNEY-IN-FACT
El TRUSTEE(S)
El GUARDIAN/CONSERVATOR
❑ OTHER DATE OF DOCUMENT
SIGNER IS REPRESENTING:
(NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE
01203.0006/500630.8
EXHIBIT "A"
SCOPE OF SERVICES
Consultant shall perform the following Services:
A. Analysis of AT&T and Verizon wireless tower applications materials for a
maximum of 90 sites for the purpose of determining the accuracy of applicant-
claimed technical service objectives and the extent to which proposed wireless
sites are necessary for covering gaps in coverage and the significance of such
gaps. Each application analysis may include:
1. Site visits, when necessary as determined by City's Contract
Officer.
2. Presentation of findings to the Planning Commission or the City
Council, as directed by City's Contract Officer, including integration of
additional information or reports as directed by the Commission or
Council.
3. Attendance at City staff and/or Planning Commission meetings.
4. Any other telecommunications engineering services requested by
City's Contract Officer."
II. As part of the Services, Consultant shall prepare and deliver the following tangible
work products to the City:
A. Reports, maps, charts, or any other engineering documentation or presentations, as
necessary, to identify the site-specific technical service objectives and the extent
to which proposed wireless sites are necessary for covering gaps in coverage and
the significance of such gaps.
III. In addition to the requirements of Section 6.2, during performance of the Services,
Consultant shall keep the City appraised of the status of performance by delivering
the following status reports:
A. Email updates to City's Contract Officer as requested.
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.
V. Consultant shall utilize the following personnel to accomplish the Services:
A. Lee Afflerbach, Principal Engineer
01203.0006/500630.8 A-1
EXHIBIT "B"
SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
Added text is indicated in bold italics, and deleted text is indicated in strip.
I. Section 1.11,Agreement Superseded,is added as follow:
1.11 Agreement and Amendment No. 1 Superseded
This Amended & Restated Agreement replaces and supersedes the Agreement and
Amendment No. 1 in their entirety.
II. Section 2.6, Costs and Materials, is added as follows:
2.6 Costs and Materials.
Consultant shall obtain, at its cost, the necessary permits or licenses required by any
governmental or other authority in connection with this Agreement. Consultant shall be fully
responsible for the care and protection of all materials necessary for the performance of this
Agreement, whether such materials are supplied by Consultant or City.
III. Section 6.5, Disclosure of Conflicts, is added as follows:
6.5 Disclosure of Conflicts. Consultant shall disclose any outside activities or
interest, including ownership or participation in the development of prior inventions, that
conflict or may conflict with the best interests of the City.
IV. Section 7.7, Liquidated Damages, is deleted in its entirety.
01203.0006/500630.8 B-1
EXHIBIT "C"
SCHEDULE OF COMPENSATION
I. Consultant shall perform the following tasks at the following rates:
RATE/APPLICATION UNIT SUB-
NUMBER BUDGET
A. AT&T Wireless $1,500 - $2,000 40-55 $110,000
tower application
analysis,
report/presentation
B. Verizon Wireless $1,500 - $2,000 24-32 $64,000
tower application
analysis,
report/presentation
C. Travel expenses $26,000
TOTAL $200,000
II. A retention of ten percent (10%) shall be held from each payment as a contract
retention to be paid as part of the final payment upon satisfactory completion of
services.
NOT APPLICABLE
III. Within the budgeted amounts for each Task, and with the approval of City's
Contract Officer, funds may be shifted from one Task sub-budget to another so long
as the Contract Sum is not exceeded per Section 2.1, unless Additional Services are
approved per Section 1.9.
IV. The City will compensate Consultant for the Services performed upon submission of
a valid monthly invoice.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.
01203.0006/500630.8 C-1
D. Line items for all approved subcontractor labor, supplies, equipment, materials,
and travel properly charged to the Services.
V. The total compensation for the Services shall not exceed the Contract Sum as
provided in Section 2.1 of this Agreement.
VI. The Consultant's billing rates for all personnel are attached as Exhibit"C-1".
01203.0006/500630.8 C-2
EXHIBIT "C-1"
SCHEDULE OF RATES
Hourly
Labor Category Rate
Director of Business Consulting/Engineering $170
Principal Analyst/Engineer $160
Senior Project Analyst/Engineer _
$150
Senior Analyst/Engineer $140
Staff Analyst/Engineer $130
Communications/Engineer Aide $75
01203.0006/500630.8 C-3
EXHIBIT "D"
SCHEDULE OF PERFORMANCE
I. Consultant shall perform all Services timely in accordance with the schedule to be
developed by Consultant and subject to the written approval of City's Contract
Officer and City's City Attorney's office.
Descri s tion Da s to Perform Deadline Date
A. Wireless tower 10-12 hours per application 2-4 calendar days from
application analysis, receipt of completed
report/presentation materials
II. The Contract Officer may approve extensions for performance of the services in
accordance with Section 3.2.
01203.0006/500630.8 D-1
AMENDMENT NO. 1
TO AGREEMENT FOR CONTRACTUAL SERVICES
THIS AMENDMENT TO THE AGREEMENT FOR CONTRACTUAL SERVICES
("Amendment") by and between the CITY OF RANCHO PALOS VERDES ("City") and
Columbia Telecommunications Corporation d/b/a CTC Technology & Energy, a Maryland
corporation ("Consultant") is effective as of the 11 day of oc•F'bcr , 2017.
RECITALS
A. City and Consultant entered into that certain Agreement for Contractual Services
dated August 4, 2017 ( "Agreement") whereby Consultant agreed to provide analysis of wireless
tower applications materials for a maximum of 12 applications (the "Services"), for a maximum
contract sum of$24,000.
B. City and Consultant now desire to amend the Agreement to extend the services
through August 4,2018,and to increase the Contract Sum by$132,050, for a total Contract Sum of
$156,050.
TERMS
1. Contract Changes.The Agreement is amended as provided herein. Deleted language
is shown in strikethrough and added language in bold italics.
(a) Section 2.1, Contract Sum, is amended to read as follows:
"For the services rendered pursuant to this Agreement, Consultant shall be
compensated in accordance with the"Schedule of Compensation"attached hereto as Exhibit
"C" and incorporated herein by this reference, but not exceeding the maximum contract
amount of - - - . . . . ., . :: .. A,!! ! One Hundred Fifty Six Thousand and
Fifty Dollars ($156,050) ("Contract Sum"), which Contract Sum will be drawn directly
from the trust deposits for each wireless facility application."
(b) Section 3.4, Term, is amended as follows:
"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 sixty (60) aaysone (1) year from the effective date hereefof the Agreement,
except as otherwise provided in the Schedule of Performance(Exhibit"D").The Agreement
• . . • • .. .--• •- - - - , - . • • . • - -•• . . .. .No
additional amendments are provided for in the Agreement."
(c) Section I of Exhibit"A", Scope of Services, is amended as follows:
"Consultant will provide telecommunications engineering consulting services
(the "Services") as follows:
A. Analysis of AT&T and Verizon wireless tower applications materials of
minimum two and maximum 4-55 sites for the purpose of determining the
accuracy of applicant-claimed technical service objectives and the extent to
which proposed wireless sites are necessary for covering gaps in coverage
and the significance of such gaps. Each application analysis may include:
1. Site visits, when necessary as determined,by the Contract Officer.
2. Presentation of findings to the Planning Commission or the City
Council, as directed by the Contract Officer, including integration of
additional information or reports as directed by the Commission or Council.
3. Attendance at City staff and/or Planning Commission meetings.
4. Any other telecommunications engineering services requested by the
Contract Officer."
(d) The table in Section I of Exhibit"C",Schedule of Compensation,is replaced
with the following:
RATE/APPLICATION UNIT SUB-
NUMBER BUDGET
A. AT&T Wireless $1,500 - $2,000 1240-55 $18,000
tower application 21,00085,000
analysis,
report/presentation
B. Verizon Wireless $1,500- $2,000 24-32 $48,000
tower application
analysis,
report/presentation
C. Travel expenses $23,050
TOTAL $156,050
(e) Exhibit"C-1" Schedule of Rates is replaced with the following:
Labor Category Hourly
Rate
Director of Business Consulting/Engineering $170
Principal Analyst/Engineer $160
Senior Project Analyst/Engineer $150
Senior Analyst/Engineer $140
Staff Analyst/Engineer $130
01203.0006/412475.1 -2-
Communications/ Engineer Aide $75
2. Continuing Effect of Agreement. Except as amended by this Amendment, all
provisions of the Agreement shall remain unchanged and in full force and effect. From and after the
date of this Amendment, whenever the term"Agreement"appears in the Agreement, it shall mean
the Agreement, as amended by this Amendment to the Agreement.
3. Affirmation of Agreement; Warranty Re Absence of Defaults. City and
Consultant each ratify and reaffirm each and every one of the respective rights and obligations
arising under the Agreement.Each party represents and warrants to the other that there have been no
written or oral modifications to the Agreement other than as provided herein. Each party represents
and warrants to the other that the Agreement is currently an effective,valid,and binding obligation.
Consultant represents and warrants to City that,as of the date of this Amendment,City is not
in default of any material term of the Agreement and that there have been no events that, with the
passing of time or the giving of notice, or both, would constitute a material default under the
Agreement.
City represents and warrants to Consultant that,as of the date of this Amendment,Consultant
is not in default of any material term of the Agreement and that there have been no events that,with
the passing of time or the giving of notice, or both, would constitute a material default under the
Agreement.
4. Adequate Consideration.The parties hereto irrevocably stipulate and agree that they
have each received adequate and independent consideration for the performance of the obligations
they have undertaken pursuant to this Amendment.
5. 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)the entering into this Agreement does
not violate any provision of any other Agreement to which said party is bound.
[SIGNATURES ON FOLLOWING PAGE]
01203.0006/412475.1 -3-
IN WITNESS WHEREOF,the parties hereto have executed this Agreement on the date and
year first-above written.
CITY:
CITY OF RANCHO PALOS VERDES, a
municipal corporation
C\f"""r—j
, Mayor
ATTE' :
o
Alma
Emily t ol.. , City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
—Dave-A1e,ghite, City Attorney
/044)• CONSULTANT:
Columbia Telecommunications Corporation
d/b/a CTC Technology&Energy,a Maryland
corporation
By.(. 19r77 fu.2 S '1/YY-c/f
Name: Joanne S. Hovis
Title: President
BY: 6 ,-w S. 1 fl/c4
Name: Joanne S. Hovis
Title: Secretary
Address: 10613 Concord Street
Kensington, MA 20895
Telephone : 301-933-1488
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.
01203.0006/412475.1 -4-
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 GAtif-e4DALIA RAI i4.64
COUNTY OF 60/70A1
On J) 1pu , l fore me,` {,4A. Vfi .. ',personally appeared Olt &:liot4 proved to me on the
basi o satisfactory evidence to be the person(s) whose names(s) is/are su scribed 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.
HELEN VESKE
WITNESS my hand and official seal. Notary P u b l i c-M a r y l a n d
I Montgomery County
Signature: My Commission Expires
g January 02,2022
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
TITLE OR TYPE OF DOCUMENT
TITLE(S)
❑ PARTNER(S) ❑ LIMITED
El 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
01203.0006/412475.1
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 DESCRIPTION OF ATTACHED DOCUMENT
❑ INDIVIDUAL
❑ CORPORATE OFFICER
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
01203.0006/412475.1
CITY OF RANCHO PALOS VERDES
CONTRACT SERVICES AGREEMENT FOR
TELECOMMUNICATIONS ENGINEERING CONSULTING
THIS PROFESSIONAL SERVICES AGREEMENT (herein "Agreement") is made and
entered into this I-C4 day of August, 2017, by and between the CITY OF RANCHO PALOS
VERDES, a California municipal corporation ("City") and Columbia Telecommunications
Corporation d/b/a CTC Technology& Energy, a Maryland corporation(herein"Consultant").
NOW, THEREFORE, the parties hereto agree as follows:
1. SERVICES OF CONSULTANT
1.1 Scope of Services. In compliance with all of the terms and conditions of
this Agreement, the Consultant shall perform the work or services set forth in the "Scope of
Services" attached hereto as Exhibit "A" and incorporated herein by reference. Consultant
warrants that it has the experience and ability to perform all work and services required
hereunder and that it shall diligently perform such work and services in a professional and
satisfactory manner.
1.2 Compliance With Law. All work and services rendered hereunder shall
be provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of the
City and any Federal, State or local governmental agency of competent jurisdiction.
1.3 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 the Agreement.
1.4 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.
2. COMPENSATION
2.1 Contract Sum. For the services rendered pursuant to this Agreement,
Consultant shall be compensated in accordance with the "Schedule of Compensation" attached
hereto as Exhibit "C" and incorporated herein by this reference, but not exceeding the maximum
contract amount of Twenty Four Thousand Dollars ($24,000) ("Contract Sum").
2.2 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.
01007.0006/396337.2 1
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, 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 the City of any invoice provided by the Consultant
shall not constitute a waiver of any rights or remedies provided herein or any applicable law.
2.3 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 cost 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 but not exceeding a total contract amount of Five
Thousand Dollars ($5,000) or in the time to perform of up to ninety (90) days may be approved
by the Contract Officer. Any greater increases, taken either separately or cumulatively, must be
approved by the City Council. No claim for an increase in the Contract Sum or time for
performance shall be valid unless the procedures established in this Section are followed.
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 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 thirty (30) 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
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01007.0006/396337.2
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) year from the date hereof, except as otherwise provided in the
Schedule of Performance (Exhibit"D").
4. COORDINATION OF WORK
4.1 Representative of Consultant. Joanne S. Hovis, President, is hereby
designated as being the representative of Consultant authorized to act on its behalf with respect
to the work and services specified herein and make all decisions in connection therewith. All
personnel of Consultant and any authorized agents shall be under the exclusive direction of the
representative of Consultant. 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, and shall keep City informed
of any changes.
4.2 Contract Officer. Ara Mihranian, Director of Community Development,
is hereby designated as being the representative the City authorized to act in its behalf with
respect to the work and services specified herein and to make all decisions in connection
therewith("Contract Officer").
4.3 Prohibition Against Subcontracting or Assignment. Consultant shall not
contract with any entity to perform in whole or in part the work or services required hereunder
without the express written approval of the City. Neither this Agreement nor any interest herein
may be assigned or transferred, voluntarily or by operation of law, without the prior written
approval of City. Any such prohibited assignment or transfer shall be void.
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. Consultant shall perform all
services required herein as an independent contractor of City 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, or that it is a member of a joint
enterprise with City.
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,
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01007.0006/396337.2
either the general aggregate limit shall apply separately to this contract/location, or 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
either (i) bodily injury liability limits of$100,000 per person and $300,000 per occurrence and
property damage liability limits of$150,000 per occurrence or (ii) combined single limit liability
of$1,000,000. Said policy shall include coverage for owned, non-owned, leased, hired cars, and
any other 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) Additional Insurance. Policies of such other insurance, as may be required
in the Special Requirements in Exhibit"B".
(f) 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 be subject to all of the requirements stated
herein.
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. 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
4
01007.0006/396337.2
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 endorsement 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.
The 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 City's Risk
Manager or other designee of the City due to unique circumstances.
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, 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, except claims or liabilities occurring as a result of City's sole
negligence or willful acts or omissions. The indemnity obligation shall be binding on successors
and assigns of Consultant and shall survive termination of this Agreement.
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 and shall keep such
records for a period of three years following completion of the services hereunder. 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.
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 or as
the Contract Officer shall require.
6.3 Confidentiality and Release of Information.
(a) All information gained or work product produced by Consultant in
performance of this Agreement shall be considered confidential, unless such information is in the
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01007.0006/396337.2
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 the City without prior written
authorization from the Contract Officer.
(b) Consultant 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 the City notice of such court order
or subpoena.
(c) If Consultant provides any information or work product in violation of this
Agreement, then the City shall have the right to reimbursement and indemnity from Consultant
for any damages, costs and fees, including attorney's fees, caused by or incurred as a result of
Consultant's conduct.
(d) Consultant shall promptly notify the City should Consultant 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 thereunder. The 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 the City and to provide the City
with the opportunity to review any response to discovery requests provided by Consultant.
6.4 Ownership of Documents. All studies, surveys, data, notes, computer
files,reports, records, drawings, specifications, maps, designs, photographs, documents and other
materials (the "documents and materials") prepared by Consultant in the performance of this
Agreement shall be the property of the City and shall be delivered to the 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 the City of its
full rights of ownership use, reuse, or assignment of the documents and materials hereunder.
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.
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. 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
6
01007.0006/396337.2
may be extended, 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. If Consultant does not cure the default, the City may take necessary
steps to terminate this Agreement under this Article.
7.3 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 any
legal action under this Agreement.
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.
7.4 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. 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,but
not exceeding the compensation provided therefore in the Schedule of Compensation Exhibit
"C". 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.
7.5 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
01007.0006/396337.2
8. MISCELLANEOUS
8.1 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 ensure 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
8.2 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.
8.3 Notice. 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.
8.4 Integration; Amendment. 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. This Agreement
may be amended at any time by the mutual consent of the parties by an instrument in writing.
8.5 Severability. In the event that part of 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 portions 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.
8.6 Waiver. No delay or omission in the exercise of any right or remedy by
non-defaulting party on any default shall impair such right or remedy or be construed as a
waiver. A party's consent to or approval of any act by the other party requiring the party's
consent or approval shall not be deemed to waive or render unnecessary the other party's consent
to or approval of any subsequent act. 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.
8.7 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
8
01007.0006/396337.2
Agreement, the prevailing party in such action or proceeding, in addition to any other relief
which any be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees,
whether or not the matter proceeds to judgment.
8.8 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.
8.9 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.
8.10 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
8.11 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) the
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 the following page.]
9
01007.0006/396337.2
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date and year first-above written.
CITY:
CITY OF RANCHO PALOS VERDES, a
municipal corporation
ffZtiv
Doug Willmore, City Manager
ATTEST.
AlIOW
E 'ly o born,* Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
A •w
David J. Ale e, City Attorney
CONSULTANT:
COLUMBIA TELECOMMUNICATIONS
CORPORATION D/B/A CTC
TECHNOLOGY & ENERGY, a Maryland
corporation
B I/ ilA _ , , A i
lame: Joanne S. Hovis
Title: President
•
By: Oso . A
lame: Joanne S. Hovis
Title: Secretary
Address: 10613 Concord Street
Kensington, MA 20895
Telephone:301-cr33- 14(82
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.
10
01007.0006/396337.2
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.
LA
v I
STATE OF eA-L-trefltIstrA
COUNTY OF-L-43&-At
wJ al 0M9
i� 1 No ?495 L
On AVAvir 1 , 2017 before me,"14-a-4,‘ V A{,r , personally appearedO'hh( J •6VS proved to me on
the bas of satisfactory evidence to be the person(s) whose names(s) is/are su cribed 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.
HELEN VESKE
WITNESS my hand and official seal. Notary Public-Maryland
Signature: q/
I�� �� A- Prince George's County
My Commission Expires
January 02, 2018
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
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
01007.0006/396337.2
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 DESCRIPTION OF ATTACHED DOCUMENT
❑ INDIVIDUAL
❑ CORPORATE OFFICER
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
01007.0006/396337.2
EXHIBIT "A"
SCOPE OF SERVICES
I. Consultant will provide telecommunications engineering consulting services (the
"Services") as follows:
A. Analysis of wireless tower applications materials of minimum two and maximum
12 sites for the purpose of determining the accuracy of applicant-claimed
technical service objectives and the extent to which proposed wireless sites are
necessary for covering gaps in coverage and the significance of such gaps. Each
application analysis may include:
1. Site visits, when necessary as determined by the Contract Officer.
2. Presentation of findings to the Planning Commission or the City Council,
as directed by the Contract Officer, including integration of additional
information or reports as directed by the Commission or Council.
3. Attendance at City staff and/or Planning Commission meetings.
4. Any other telecommunications engineering services requested by the
Contract Officer.
II. As part of the Services, Consultant will prepare and deliver the following tangible
work products to the City:
A. Reports, maps, charts, or any other documentation or presentations, as necessary,
to identify the site-specific technical service objectives and the extent to which
proposed wireless sites are necessary for covering gaps in coverage and the
significance of such gaps..
III. In addition to the requirements of Section 6.2, during performance of the Services,
Consultant will keep the City updated of the status of performance by delivering the
following status reports:
A. Email updates to the Contract Officer as requested.
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.
V. Consultant will utilize the following personnel to accomplish the Services:
A. Lee Afflerbach, Principal Engineer
01007.0006/396337.2 A-1
B. Michael Afflerbach, Senior Analyst
01007.0006/396337.2
EXHIBIT "B"
SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
Added text in bold italics, deleted text in st-fiket-lifettgli.
I. Section 2.4, Costs and Materials, is added as follows:
2.4 Costs and Materials. Consultant will obtain, at its cost, the necessary permits or
licenses required by any governmental or other authority in connection with this Agreement.
Consultant shall be fully responsible for the care and protection of all materials necessary for
the performance of this Agreement, whether such materials are supplied by Consultant or
City.
II. Section 3.4, Term, is amended as follows:
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)yearsixty (60) days from the date hereof, except as otherwise provided in the
Schedule of Performance (Exhibit"D"). The Agreement may be amended to include additional
Services,for a maximum Term of one (1)year.
III. Section 6.5, Disclosure of Conflicts, is added as follows:
6.5 Disclosure of Conflicts. Consultant shall disclose any outside activities or
interest, including ownership or participation in the development of prior inventions, that
conflict or may conflict with the best interests of the City.
01007.0006/396337.2 B-1
EXHIBIT "C"
SCHEDULE OF COMPENSATION
I. Consultant shall perform the following Services at the following rates:
RATE/APPLICATION UNIT SUB-
NUMBER BUDGET
A. Wireless tower $1,500 - $2,000 12 $18,000 -
application analysis, 24,000
report/presentation
II. A retention of ten percent (10%) shall be held from each payment as a contract
retention to be paid as a part of the final payment upon satisfactory completion of
services. NOT APPLICABLE
III. Within the budgeted amounts for each Task, and with the approval of the Contract
Officer, funds may be shifted from one Task subbudget to another so long as the
Contract Sum is not exceeded per Section 2.1, unless Additional Services are
approved per Section 2.3.
IV. The City will compensate Consultant for the Services performed upon submission of
a monthly valid invoice. Each invoice is to include:
A. Line items for all the work performed, the number of hours worked, and the
hourly rate, broken down by wireless tower application, and including percentage
of completeness for each application.
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. Line items for all approved subcontractor labor, supplies, equipment, materials,
and travel properly charged to the Services, at cost.
V. The total compensation for the Services shall not exceed $24,000, as provided in
Section 2.1 of this Agreement.
VI. Consultant's billing rates for all personnel are attached as Exhibit C-1.
C-1
01007.0006/396337.2
EXHIBIT "C-1"
SCHEDULE OF RATES
Labor Category 2016 Rate
Subject Matter Expert* $200
Director of Business Consulting $170
Principal Analyst $160
Senior Project Analyst $150
Senior Analyst $140
Staff Analyst $130
Communications Aide $75
Director of Engineering $170
Principal Engineer $160
Senior Project Engineer $150
Senior Engineer $140
Staff Engineer $130
Engineer Aide $75
01007.0006/396337.2
EXHIBIT "D"
SCHEDULE OF PERFORMANCE
Consultant shall perform all services timely in accordance with the following
schedule:
Description Days to Perform Deadline Date
A. Wireless tower 10-12 hours per application 2-4 calendar days from
application analysis, receipt of completed
report/presentation materials
II. Consultant shall deliver the following tangible work products to the City by the
following dates.
A. Reports, maps, charts, or any other documentation or presentation, as necessary to
identify site-specific technical service objectives and extent to which proposed
wireless sites are necessary for covering gaps in coverage and the significance of
such gaps.. Deadlines to be determined by the Contract Officer.
III. The Contract Officer may approve extensions for performance of the services in
accordance with Section 3.2.
D-1
01007.0006/396337.2