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Arborgate Consulting Inc - FY2021-034 CITY OF RANCHO PALOS VERDES CONTRACT SERVICES AGREEMENT FOR VIEW RESTORATION AND PRESERVATION SERVICES THIS CONTRACT SERVICES AGREEMENT (herein "Agreement") is made and entered into this 21st day of January , 2021, by and between the CITY OF RANCHO PALOS VERDES, a municipal corporation ("City") and ABROGATE CONSULTING, INC , a California 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 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 1 810 et seq, and all other applicable laws 1 4 Licenses, Permits, Fees and Assessments Consultant shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the services required by the Agreement 15 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$20,000 (Twenty Thousand Dollars) ("Contract Sum") 01203 0005/689400 1 mgw 1 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 contain all information specified in Exhibit "C", and shall detail charges for all necessary and actual expenses by the following categories labor (by sub-category), travel, materials, equipment, supplies, and sub-contractor contracts Sub-contractor charges shall also be detailed by such categories Consultant shall not invoice City for any duplicate services performed by more than one person City shall independently review each invoice submitted by the Consultant to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement Except as to any charges for work performed or expenses incurred by Consultant which are disputed by City, 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 2 01203 0005/689400 I mgw fault or negligence of the Consultant, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is Justified The Contract Officer's determination shall be final and conclusive upon the parties to this Agreement In no event shall Consultant be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Consultant's sole remedy being extension of the Agreement pursuant to this Section 3 4 Term Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding two (2) years from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit"D") The City may, in its sole discretion, extend the Term for one additional one-year term 4 COORDINATION OF WORK 4 I Representative of Consultant Gregory Applegate, Chief Executive Officer, 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 John Alvarez, Senior Planner, or such person as may be designated by the City Manager, 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 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 3 01203 0005/689400 1 mgw 5. INSURANCE AND INDEMNIFICATION 5 1 insurance Coverages Without limiting Consultant's indemnification of City, and prior to commencement of any services under this Agreement, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City (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 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 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 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 Agreement VV1111JLr11Jat1Vll Il1Jal wi (3tatatl./17 L t3) S L.aL1I t7 IHHJal u1 # (TV dl. I lJ Vf at 4160141040304 (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 (0 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 Agreement City reserves the right to require complete, certified copies of all required insurance policies, at any time 4 01203 0005/689400 1 mgw (b) Duration of coverage Consultant shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons 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 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 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 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 5 01203 0005/689400 1 mgw (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 (I) 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 (I) 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 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 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 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 6 01203 0005/689400 1 mgw 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 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 7 01203 0005/689400 1 mgw (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 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 8 01203 0005/689400 1 mgw 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 fifteen (15) 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 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 9 01203 0005/689400 1 mgw 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 Boulevard, 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 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 10 01203 0005/689400 1 mgw 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 CA 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] 11 01203 0005/689400 1 mgw IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written CITY CITY OF RANCHO ' • LOS VERDES, a munic t: co ...;tion '11111411" Ara M 'i ran`. Manager ATTEST 1teGILL' Emily Colborn, City Clerk-) APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP t)1-414141 William W Wynder, City Attorney CONSULTANT ARBORGATE CONSULTING, LLC , a Californil corporation See Attached By JM Certificate Name Gr App gate JAN 2 0 2021 Title CEO �,�' cknowled ment By -" / -4 CUL, irat Name Juliet Appleat�✓ (ru opy Certificate Title Treasurer Address 1131 Lucinda Way Tustin, CA 92780 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 12 01203 0005/689400 1 mgw EXHIBIT"A" SCOPE OF SERVICES I. Consultant will provide on-call arboriculture consulting services in connection with the City's View Restoration and Preservation Ordinance, as more fully detailed in Section III The Consultant has been selected to provide services of a certain nature which will be readily available for a fixed rate when needed However, before any work is performed, the Consultant must provide a specific written proposal for any requested services and get written approval of the terms of the proposal from the City, as such process is more fully described herein Unless specifically defined, each category or type of work listed in Section III shall be construed broadly to include all services customarily described under such category or type II Work Request Procedure A Each task to be performed shall be set forth in a written request ("Request") produced by the Contract Officer with a description of the work to be performed, and the time desired for completion All tasks shall be carried out in conformity with all provisions of this Agreement B Following receipt of the Request, the Consultant shall prepare a "Task Proposal" that includes the following components 1 a written description of the requested task ("Task Description") including all components and subtasks, and including any clarifications of the descriptions provided in the Request, 2 the costs to perform the task("Task Budget"), 3 an explanation of how the cost was determined, and 4 a schedule for completion of the task ("Task Completion Schedule"), including a final completion date ("Task Completion Date") C Contract Officer shall approve, modify, or reject the Task Proposal in writing, and issue a Notice to Proceed when a written agreement has been reached on the Task Proposal D The task shall be performed at a cost not exceeding the Task Budget 01203 0005/689400 1 mgw A-1 III Consultant shall complete the task and deliver all deliverables to Contract Officer by the Task Completion Date and in accordance with the Task Completion Schedule. A Consultant shall conduct field visits, telephone conferencing, and tree analysis pursuant to the procedures set forth in the City's Local View Restoration Guidelines and Procedures B Consultants shall provide the City with written reports that are approximately 1 to 2 pages each concerning, but not limited to, foliage health and safety, growth rates, trimming or removal impacts, and other such topics relating to arboriculture services C Consultant shall provide expert arboriculture testimony before the Planning Commission and the City Council when considering the effect of foliage removal, trimming, and/or replacement for View Restoration Application Permit requests and for Appeals D Other arboriculture consulting services requested by the City as necessary for the administration of the City's View Preservation and Restoration Ordinance E The Consultant shall also perform other arboriculture consulting services that may be performed in connection with code enforcement on private property, for example where site visits are conducted and written assessments are provided to the City that opine on whether a tree(s) is dead, dying, or diseased and as otherwise requested by the City IV Consultant acknowledges that City has no obligation to request work from Consultant under this Agreement City may establish a rotation schedule with multiple consultants,and may seek competing Task Proposals V In addition to the requirements of Section 6 2, during performance of the Services, Consultant will keep the City appraised of the status of performance by delivering the following status reports A Consultant shall provide to City a weekly written summary of progress on all approved Task Proposals for services lasting longer than one week VI 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 VII Consultant will utilize the following personnel to accomplish the Services A Greg Applegate, ASCA 01203 0005/689400 1 mgw EXHIBIT "B" SPECIAL REQUIREMENTS (Superseding Contract Boilerplate) I Section 5.2, Subsection (b), Workers' Compensation Insurance, is amended as follows (deletions marked by strikethrough,and additions are marked by bold and italics) "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 Should the Consultant be a sole proprietor, the Consultant shall complete and attach hereto as Exhibit "B-1" a declaration of sole proprietorship in lieu of proof of Workers' Compensation as it is not required for sole proprietors" p I/0046 C No ik)0 m- 01203 0005/689400 1 mgw B-I EXHIBIT "B-1" DECLARATION OF SOLE PROPRIETOR DECLARATION AND ADDENDUM TO CONTRACT SERVICES AGREEMENT BETWEEN CITY OF RANCHO PALOS VERDES AND MR GREG APPLEGATE I, Greg Applegate (hereinafter "Consultant"), hereby declare as follows for the purposes of inducing the City of Rancho Palos Verdes to enter into this Agreement Consultant is a sole proprietor for the purposes of the California Workers' Compensation and Labor laws Consultant will hire no employees other than the parents, spouses, or children of the Consultant for work required under this Agreement All work required will be performed personally and solely by the Consultant, Consultant's parents, spouses or children, or persons who perform voluntary service without pay to the Consultant If, however, the Consultant shall ever hire employees to perform any of the services under this Agreement or any portion thereof, the Consultant shall obtain Workers' Compensation Insurance and provide proof of Workers' Compensation Insurance coverage to the City of Rancho Palos Verdes, as required by Section 5 1(b) of the Agreement If the Consultant shall ever hire a subcontractor to perform this contract or any portion thereof, and the subcontractor has employees, then the Consultant shall require its subcontractor to obtain Workers' Compensation Insurance Coverage, or the Consultant shall obtain Workers' Compensation Coverage for that subcontractor's employees or otherwise ensure the subcontractor's compliance with the requirements of Section 5 1(b) of the Agreement This document constitutes a declaration by the Consultant against its financial interest, relative to any claims it should assert under the California Workers' Compensation and/or Labor laws against the City of Rancho Palos Verdes relating to this Agreement The Consultant will defend, indemnify and hold harmless the City of Rancho Palos Verdes from any and all claims and liability, including Workers' Compensation claims and liability, that may be asserted or established by any party in the event the Consultant hires an employee in violation of this addendum, and the Consultant will further indemnify the City of Rancho Palos Verdes for all damages the City of Rancho Palos Verdes thereby suffers I agree that these declarations shall constitute an addendum to this Agreement 1 .7.,_a Date Signa re o onsultant e Name o�on �Itant 01203 0005/689400 1 mgw EXHIBIT"C" SCHEDULE OF COMPENSATION I Consultant shall perform the on-call services at the rates listed below The rates provided 1 may not be escalated during the term of this Agreement. Actual quantities and compensation will depend on the needs of the City II. Consultant shall perform the services described below on an On-Call basis for the following rates RATE A Services during businesses hours(Monday $2410/hour through Friday, 8AM to 6 PM) ?2,(0,90 B Services outside of businesses hours, including all $300/hour hours on holidays and weekends III Within the budgeted amounts for each task in the Task Budget, and with the approval of the Contract Officer, funds may be shifted from one Task subbudget to another so long as the Task Budget is not exceeded IV The City will compensate Consultant for the Services performed upon submission of a valid invoice. Each invoice shall be accompanied by all Task Proposal's for which Consultant is requesting compensation Each invoice is to include A Line items for all personnel describing the work performed, the number of hours worked, and the hourly rate B Line items for all materials and equipment properly charged to the Services C Line items for all other approved reimbursable expenses claimed, with supporting documentation D Line items for all approved subconsultant labor, supplies, equipment, materials, and travel properly charged to the Services C-1 01203 0005/689400 1 mgw V The total compensation for the Services under this Agreement shall not exceed the figure provided in Section 2 1 of this Agreement.The total Task Budget for any work request shall not exceed $3000 01203 0005/689400 1 mgw EXHIBIT"D" SCHEDULE OF PERFORMANCE I Consultant shall perform all Services on an on-call basis and in conformance with the established Task Schedules as set forth in Exhibit"A"of this Agreement II Consultant shall complete each Task no later than the Task Completion Date set in the Task Proposal and shall not receive additional compensation for work completed after the Task Completion Date III The Contract Officer may approve extensions for performance of the services in accordance with Section 3 2 D-1 01203 0005/689400 1 mgw V CALIFORNIA ALL- PURPOSE , CERTIFICATE OF ACKNOWLEDGMENT i A notary public or other officer completing this certificate verifies only the identity 1 of the individual who signed the document to which this certificate is attached, 3 and not the truthfulness, accuracy, or validity of that document k State of California } f County of cJ",,r„r } Atka Chowhan-Patel, Notary Public On elk•Zo-rIADe2.1 before me, (Here insert name and title of the officer) j personally appeared 1 t i el-- Ole A GrE sack% - p k I who proved t. -• - on the basis of satisfactory evidence to be the person(s) who e name(s) i a e s •scribed to the within instrument and acknowledged to me that he/she ' - e ecuted the same in his/he their uthorized capacity(ies), and that by his/her/0 eir si,,nature(s) on the instrumen e erson(s), or the entity upon behalf of which t pe son(s) acted, executed the instrument 1 i i I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct s ++� ALKA CHOWHAN PATEL WITNESS my hand and official seal TNOTARVPUBLIC CALIFORNIA 1 3. 1 .4 M f, ;q COMMISSION p 2280708 g ��.,� �j ORANGE COUNTY 1 var7.; /Ay Comm Exp September 30 2022 i Not'P,sr. ••-tune, (Notary Public Seal) O O INSTRUCTIONS FOR COMPLETING THIS FORM ADDITIONAL OPTIONAL INFORMATIONThis form complies with current California statutes regarding notary wording and •', DESCRIPTION OF THE ATTACHED DOCUMENT if needed should be completed and attached to the document Acknowledgments from other states may be completed for documents being sent to that state so long i —J,, as the wording does not require the California notary to violate California notary y b✓' Q c Pc•�0 S VQ-crli2S law (Title or escnpbon of attached document) • State and County information must be the State and County where the document k-- signer(s)personally appeared before the notary public for acknowledgment �Y (,4� �(f Ul l QS T�/Y1l�W l • Date of notanzation must be the date that the signer(s)personally appeared which (Title or description of attached document conkntkd) must also be the same date the acknowledgment is completed ii • The notary public must print his or her name as it appears within his or her t Number of Pages 12• Document Date Q( 20•2021.( commission followed by a comma and then your title(notary public) • • Print the name(s) of document signer(s) who personally appear at the time of notarization C PACITY CLAIMED BY THE SIGNER • Indicate the correct singular or plural forms by crossing off incorrect forms(i e ) he/she/they, is/aFe)or circling the correct forms Failure to correctly indicate this f Individual (s) information may lead to rejection of document recording ❑ Corporate Officer • The notary seal impression must be clear and photographically reproducible Impression must not cover text or lines If seal impression smudges, re seal if a (Title) sufficient area permits,otherwise complete a different acknowledgment form ❑ Partner(s) • Signature of the notary public must match the signature on file with the office of the county clerk ❑ Attorney-in-Fact Additional information is not required but could help to ensure this i ❑ Trustee(s) acknowledgment is not misused or attached to a different document ( Other Indicate title or type of attached document,number of pages and date ❑ Indicate the capacity claimed by the signer If the claimed capacity is a corporate officer indicate the title(i e CEO CFO Secretary) ,, 'fi)r\ e--ri t . 'rtt.r ft I)S.,e' con o'` -,'--%1-35 • Securely attach this document to the signed document with a staple 7 i