Public Sector Personnel Consultants Inc - FY2022-010 CONTRACT SERVICES AGREEMENT
By and Between
CITY OF RANCHO PALOS VERDES
and
PUBLIC SECTOR PERSONNEL CONSULTANTS,INC.
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AGREEMENT FOR CONTRACT SERVICES
BETWEEN THE CITY OF RANCHO PALOS VERDES AND
PUBLIC SECTOR PERSONNEL CONSULTANTS,INC.
THIS AGREEMENT FOR CONTRACT SERVICES (herein "Agreement") is made and
entered into on September 7, 2021, by and between the CITY OF RANCHO PALOS
VERDES, a California municipal corporation ("City") and PUBLIC SECTOR PERSONNEL
CONSULTANTS, INC , an Arizona corporation ("Consultant") City and Consultant may be
referred to, individually or collectively, as "Party"or"Parties "
RECITALS
A City has sought, by issuance of a Request for Proposals, the performance of the
services defined and descnbed particularly in Article 1 of this Agreement
B Consultant, following submission of a proposal for the performance of the
services defined and described particularly in Article 1 of this Agreement, was selected by the
City to perform those services
C Pursuant to the City of Rancho Palos Verdes Municipal Code, City has authority
to enter into and execute this Agreement
D The Parties desire to formalize the selection of Consultant for performance of
those services defined and described particularly in Article 1 of this Agreement and desire that
the terms of that performance be as particularly defined and described herein
OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants made by
the Parties and contained herein and other consideration, the value and adequacy of which are
hereby acknowledged,the parties agree as follows
ARTICLE 1. SERVICES OF CONSULTANT
1 1 Scope of Services.
In compliance with all terms and conditions of this Agreement, the Consultant shall
provide those services specified in the "Scope of Services", as stated in the Proposal, attached
hereto as Exhibit "A" and incorporated herein by this reference, which may be referred to herein
as the "services" or "work" hereunder As a material inducement to the City entering into this
Agreement, Consultant represents and warrants that it has the qualifications, experience, and
facilities necessary to properly perform the services required under this Agreement in a thorough,
competent, and professional manner, and is experienced in performing the work and services
contemplated herein Consultant shall at all times faithfully, competently and to the best of its
ability, experience and talent, perform all services descnbed herein Consultant covenants that it
shall follow the highest professional standards in performing the work and services required
hereunder and that all matenals will be both of good quality as well as fit for the purpose
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intended For purposes of this Agreement, the phrase "highest professional standards"shall mean
those standards of practice recognized by one or more first-class firms performing similar work
under similar circumstances
1.2 Consultant's Proposal.
The Scope of Service shall include the Consultant's Proposal which shall be incorporated
herein by this reference as though fully set forth herein In the event of any inconsistency
between the terms of such Proposal and this Agreement, the terms of this Agreement shall
govern
1.3 Compliance with Law.
Consultant shall keep itself informed concerning, and shall render all services hereunder
in accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and
any Federal, State or local governmental entity having,jurisdiction in effect at the time service is
rendered
1.4 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 Agreement is a "public work" as defined in Labor Code Section 1720 and
that this 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 Agreement is subject to compliance
monitoring and enforcement by the DIR Consultant shall post job site notices, as prescribed by
regulation
(b) Prevailing Wages Consultant 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 Agreement, Consultant
acknowledges receipt of a copy of the Department of Industrial Relations (DIR)determination of
the prevailing rate of per diem wages, and Consultant shall post a copy of the same at each job
site where work is performed under this Agreement
(c) Penalty for Failure to Pay Prevailing Wages Consultant 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
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Consultant shall, as a penalty to the City, forfeit $200 (two hundred dollars) 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 Agreement by Consultant or by any subcontractor
(d) Payroll Records Consultant shall comply with and be bound by the
provisions of Labor Code Section 1776, which requires Consultant and each subconsultant to
keep accurate payroll records and verify such records in wnting 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 Consultant 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
Consultant shall be responsible for compliance with these aforementioned Sections for all
apprenticeable occupations Prior to commencing work under this Agreement, Consultant shall
provide City with a copy of the information submitted to any applicable apprenticeship program
Within 60(sixty) days after concluding work pursuant to this Agreement, Consultant and each of
its subconsultants shall submit to the City a verified statement of the journeyman and apprentice
hours performed under this Agreement
(f) Eight-Hour Work Day Consultant acknowledges that 8 (eight) hours labor
constitutes a legal day's work Consultant shall comply with and be bound by Labor Code
Section 1810
(g) Penalties for Excess Hours Consultant shall comply with and be bound by
the provisions of Labor Code Section 1813 concerning penalties for workers who work excess
hours The Consultant shall, as a penalty to the City, forfeit $25 (twenty five dollars) for each
worker employed m the performance of this Agreement by the Consultant or by any
subcontractor for each calendar day during which such worker is required or permitted to work
more than 8 (eight) hours in any one calendar day and 40 (forty) 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 Consultant in excess of 8
(eight) hours per day, and 40 (forty) 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 11/2
(one and one half)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
employees if it has employees In accordance with the provisions of California Labor Code
Section 1861, Consultant 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 "
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comply with such piov►sunts betotc eonunencing the petfonnancc of the work of
this conti act '
Consultant's Autholi cd Initials 41
(II Consultant's Responsibility lot Subcontiactots for every subcontractor
who will pealotin work under this Agreement, Consultant shall be responsible for such
subconttactot's compliance with Division 2 Part 7, Chapter I (commencing with Section 1720)
of the C alifrnnia l abut Code and shall make such compliance a requitement in any contract
with any subconttactot tot work under this Agrcuncnt Consultant shall be icquucd to take all
actions necessary to enforce such contractual Imo%istons and encune subcontractor's compliance,
including without limitation, conducting a icciew of the certified payroll Iecords of the
subcontractor on a periodic basis oi upon becoming aware of the tatlute of the suhemtiactoi to
pay his oi her woikeis thc spccilicd picvailing rate of wages Consultant ,hall diligently take
conectivc action to halt or rectify any such ratline by any subcontractor
1 5 Licenses, Pet nuts, Fees and Assessments
Consultant shall obtain at its sole cost and expense such licenses permits and approvals
is may he required by law lou the pet form ince of the sea ciees requited by this Agreement
Consultant shall ha\c the sole obligation to pay for any tees assessments and taxes plus
applicable penalties and unteicst which may be imposed by law and arise Flom or arc necessary
for the Consultant s pertonmancc of thc services required by this Agieement, and shall
indemnify defend and hold harmless City its officers employees or agents of City, against any
such fee,, assessments taxes, penalties of interest levied, assessed Ot imposed against City
hereunder
16 Familiarity with Wort.
By executing this Agreement, Consultant warrants that Consultant (i) has thoroughly
Investigated and considued the scope of services to be pet fonncd, (u) has eatefully considered
how the services should he peifonncd and (ni) fully understands the facilities difficulties and
tesUutions attending pcttoimancc of the services under this Agit-einem It the set vices uivolve
work upon any site Consultant wailants that Consultant has or will investigate the site and is or
will he fully acquainted with the conditions thuc existing prior to commencement of services
'leiettndet Should the Consultant discover any latent or unknown condition, which will
materially affect the pet tot in wee of the services heteundei, C onsullant shall immediately inform
the City of suet' I id and shall not proceed except at Consultant s tisk until written instructions
ale Icec►Ved (torn the Contract Oftrcet in the frim of a Change Older
1 7 Cat c of Work
I he C lmsultant shall octopi reasonable methods cloiing the Ills, of the Agreement to
funish continuous ptotceuon to the work and the equipment, marei►ats ptpcis documents
plans studies andi01 uthu components the LOU to picvenI losses of damages and shall be
responsible lot all such damages, to pusons of propeuy until acceptance of the woik by C icy
e\ecpt such losses, of damcigcs as may he caused by C ity s ti n negliecnce
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1.8 Further Responsibilities of Parties
Both parties agree to use reasonable care and diligence to perform their respective
obligations under this Agreement Both parties agree to act in good faith to execute all
instruments, prepare all documents and take all actions as may be reasonably necessary to carry
out the purposes of this Agreement Unless hereafter specified, neither party shall be responsible
for the service of the other
1 9 Additional Services
City shall have the nght 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 altenng, adding to or deducting from said work No such extra work may be
undertaken unless a written Change Order is first given by the Contract Officer to the Consultant,
incorporating therein any adjustment in (i) the Contract Sum for the actual costs of the extra
work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the
written approval of the Consultant Any increase in compensation of up to 15% of the Contract
Sum, or, in the time to perform of up to 90 (ninety) days, may be approved by the Contract
Officer through a written Change Order 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 Consultants 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
If in the performance of the contract scope, the Consultant becomes aware of material defects in
the scope, duration or span of the contract or the Consultant becomes aware of extenuating
circumstance that will or could prevent the completion of the contract, on time or on budget, the
Consultant shall inform the Contracting Officer of an anticipated Change Order This proposed
change order will stipulate, the facts surrounding the issue, proposed solutions, proposed costs
and proposed schedule impacts
1.10 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
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ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.
2.1 Contract Sum.
Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the
amounts specified in the "Schedule of Compensation" attached hereto as Exhibit "C" and
incorporated herein by this reference The total compensation, including reimbursement for
actual expenses, shall not exceed $45,000 (Forty-Five Thousand Dollars) (the "Contract
Sum"), unless additional compensation is approved pursuant to Section 1 9
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, (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,
and (b) 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, using the City template,
or in a format acceptable to the City, for all work performed and expenses incurred during the
preceding month in a form approved by City's Director of Finance By submitting an invoice for
payment under this Agreement, Consultant is certifying compliance with all provisions of the
Agreement The invoice shall detail charges for all necessary and actual expenses by the
following categories labor (by sub-category), travel, materials, equipment, supplies, and sub-
contractor contracts Sub-contractor charges shall also be detailed by such categories Consultant
shall not invoice City for any duplicate services performed by more than one person
City shall independently review each invoice submitted by the Consultant to determine
whether the work performed and expenses incurred are in compliance with the provisions of this
Agreement Except as to any charges for work performed or expenses incurred by Consultant
which are disputed by City, or as provided in Section 7 3, City will use its best efforts to cause
Consultant to be paid within 45 (forty-five) days of receipt of Consultant's correct and
undisputed invoice, however, Consultant acknowledges and agrees that due to City warrant run
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procedures, the City cannot guarantee that payment will occur within this time period In the
event any charges or expenses are disputed by City, the original invoice shall be returned by City
to Consultant for correction and resubmission Review and payment by City for any invoice
provided by the Consultant shall not constitute a waiver of any rights or remedies provided
herein or any applicable law
2.5 Waiver.
Payment to Consultant for work performed pursuant to this Agreement shall not be
deemed to waive any defects in work performed by Consultant
ARTICLE 3. PERFORMANCE SCHEDULE
3 1 Time of Essence
Time is of the essence in the performance of this Agreement
3 2 Schedule of Performance.
Consultant shall commence the services pursuant to this Agreement upon receipt of a
written notice to proceed and shall perform all services within the time penod(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 penod(s) specified in the
Schedule of Performance may be approved in writing by the Contract Officer through a Change
Order, but not exceeding 90(ninety)days cumulatively
3.3 Force Majeure.
The time penod(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 10 (ten) days of the commencement of such delay notify the Contract Officer in
writing of the causes of the delay The Contract Officer shall ascertain the facts and the extent of
delay, and extend the time for performing the services for the period of the enforced delay when
and if in the judgment of the Contract Officer such delay is justified The Contract Officer's
determination shall be final and conclusive upon the parties to this Agreement In no event shall
Consultant be entitled to recover damages against the City for any delay in the performance of
this Agreement, however caused, Consultant's sole remedy being extension of the Agreement
pursuant to this Section
3.4 Term.
Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement
shall continue in full force and effect until completion of the services but not exceeding one (1)
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year from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit
"D") The City may, in its discretion, extend the Term by one additional one-year term
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
Matthew Weatherly President
(Name) (Title)
Kathryn Tilzer Vice President
(Name) (Title)
Bob Longmire Senior Analyst
(Name) (Title)
It is expressly understood that the experience, knowledge, capability and reputation of the
foregoing principals were a substantial inducement for City to enter into this Agreement
Therefore, the foregoing principals shall be responsible during the term of this Agreement for
directing all activities of Consultant and devoting sufficient time to personally supervise the
services hereunder All personnel of Consultant, and any authorized agents, shall at all times be
under the exclusive direction and control of the Principals For purposes of this Agreement, the
foregoing Principals may not be replaced nor may their responsibilities be substantially reduced
by Consultant without the express written approval of City Additionally, Consultant shall utilize
only the personnel included in the Proposal to perform services pursuant to this Agreement
Consultant shall make every reasonable effort to maintain the stability and continuity of
Consultant's staff and subcontractors, if any, assigned to perform the services required under this
Agreement Consultant shall notify City of any changes in Consultant's staff and subcontractors,
if any, assigned to perform the services required under this Agreement, prior to and during any
such performance City shall have the nght to approve or reject any proposed replacement
personnel, which approval shall not be unreasonably withheld
4.2 Status of Consultant.
Consultant shall have no authority to bind City in any manner, or to incur any obligation,
debt or liability of any kind on behalf of or against City,whether by contract or otherwise, unless
such authority is expressly conferred under this Agreement or is otherwise expressly conferred in
writing by City Consultant shall not at any time or in any manner represent that Consultant or
any of Consultant's officers, employees, or agents are in any manner officials, officers,
employees or agents of City Neither Consultant, nor any of Consultant's officers, employees or
agents, shall obtain any rights to retirement, health care or any other benefits which may
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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 Julie DeZiel or such person as may be designated by the
Deputy City Manager, Karma Bangles It shall be the Consultant's responsibility to assure that
the Contract Officer is kept informed of the progress of the performance of the services and the
Consultant shall refer any decisions which must be made by City to the Contract Officer Unless
otherwise specified herein, any approval of City required hereunder shall mean the approval of
the Contract Officer The Contract Officer shall have authority, if specified in writing by the City
Manager, to sign all documents on behalf of the City required hereunder to carry out the terms of
this Agreement
4.4 Independent Consultant.
Neither the City nor any of its employees shall have any control over the manner, mode
or means by which Consultant, its agents or employees, perform the services required herein,
except as otherwise set forth herein City shall have no voice in the selection, discharge,
supervision or control of Consultant's employees, servants, representatives or agents, or in fixing
their number, compensation or hours of service Consultant shall perform all services required
herein as an independent contractor of City and shall remain at all times as to City a wholly
independent contractor with only such obligations as are consistent with that role Consultant
shall not at any time or in any manner represent that it or any of its agents or employees are
agents or employees of City City shall not in any way or for any purpose become or be deemed
to be a partner of Consultant in its business or otherwise or a Joint venturer or a member of any
Joint enterprise with Consultant
4 5 Prohibition Against Subcontracting or Assignment.
The experience, knowledge, capability and reputation of Consultant, its pnncipals and
employees were a substantial inducement for the City to enter into this Agreement Therefore,
Consultant shall not contract with any other entity to perform in whole or in part the services
required hereunder without the express written approval of the City, all subcontractors included
in the Proposal are deemed approved In addition, neither this Agreement nor any interest herein
may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation
of law, whether for the benefit of creditors or otherwise, without the prior written approval of
City Transfers restricted hereunder shall include the transfer to any person or group of persons
acting in concert of more than 25% (twenty five percent) of the present ownership and/or control
of Consultant, taking all transfers into account on a cumulative basis In the event of any such
unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void No
approved transfer shall release the Consultant or any surety of Consultant of any liability
hereunder without the express consent of City
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ARTICLE 5. INSURANCE AND INDEMNIFICATION
5.1 Insurance Coverages.
Without limiting Consultant's indemnification of City, and pnor to commencement of
any services under this Agreement, Consultant shall obtain, provide and maintain at its own
expense dunng the term of this Agreement, policies of insurance of the type and amounts
descnbed 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 restncting 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 covenng bodily injury
and property damage for all activities of the Consultant ansing 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 penod no less than
three(3)years after completion of the services required by this 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
(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
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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
(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 anse from or in connection with the performance of the Services hereunder
by Consultant, its agents,representatives, employees or subconsultants
(c) Pnmary/noncontributing Coverage provided by Consultant shall be
pnmary 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 and continuously maintain 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 authonzed 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
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requirements, or a waiver of any coverage normally provided by any insurance Specific
reference to a given coverage feature is for purposes of clanfication 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
(i) Notice of cancellation Consultant agrees to oblige its insurance agent or
broker and insurers to provide to City with a 30 (thirty) day notice of cancellation (except for
nonpayment for which a 10 (ten) day notice is required) or nonrenewal of coverage for each
required coverage
(l) 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 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 90 (ninety) days advance wntten 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
01203 0004/736917 1 12
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(p) Timely notice of claims Consultant shall give City prompt and timely
notice of claims made or suits instituted that anse 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 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 ansing 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 ansing from Consultant's or
indemnitors' reckless or willful misconduct, or ansing from Consultant's or Indemnitors'
negligent performance of or failure to perform any term, provision, covenant or condition of this
Agreement, and in connection therewith
(a) Consultant will defend any action or actions filed in connection with any
of said claims or liabilities and will pay all costs and expenses, including legal costs and
attorneys' fees incurred in connection therewith,
(b) Consultant will promptly pay any judgment rendered against the City, its
officers, agents or employees for any such claims or liabilities arising out of or in connection
with the negligent performance of or failure to perform such work, operations or activities of
Consultant hereunder, and Consultant agrees to save and hold the City, its officers, agents, and
employees harmless therefrom,
(c) In the event the City, its officers, agents or employees is made a party to
any action or proceeding filed or prosecuted against Consultant for such damages or other claims
arising out of or in connection with the negligent performance of or failure to perform the work,
operation or activities of Consultant hereunder,Consultant agrees to pay to the City, its officers,
agents or employees, any and all costs and expenses incurred by the City, its officers, agents or
employees in such action or proceeding, including but not limited to, legal costs and attorneys'
fees
Consultant shall incorporate similar indemnity agreements with its subcontractors and if
it fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and
failure of City to monitor compliance with these provisions shall not be a waiver hereof This
indemnification includes claims or liabilities arising from any negligent or wrongful act, error or
omission, or reckless or willful misconduct of Consultant in the performance of professional
services hereunder The provisions of this Section do not apply to claims or liabilities occumng
01203 0004/736917 I 13
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as a result of City's sole negligence or willful acts or omissions, but, to the fullest extent
permitted by law, shall apply to claims and liabilities resulting in part from City's negligence,
except that design professionals' indemnity hereunder shall be limited to claims and liabilities
arising out of the negligence, recklessness or willful misconduct of the design professional The
indemnity obligation shall be binding on successors and assigns of Consultant and shall survive
termination of this Agreement
ARTICLE 6. RECORDS,REPORTS,AND RELEASE OF INFORMATION
6.1 Records.
Consultant shall keep, and require subcontractors to keep, such ledgers, books of
accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the
disbursements charged to City and services performed hereunder (the "books and records"), as
shall be necessary to perform the services required by this Agreement and enable the Contract
Officer to evaluate the performance of such services Any and all such documents shall be
maintained in accordance with generally accepted accounting pnnciples 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 transcnpts from such records Such records shall be maintained for a period of three
(3) years following completion of the services hereunder, and the City shall have access to such
records in the event any audit is required In the event of dissolution of Consultant's business,
custody of the books and records may be given to City, and access shall be provided by
Consultant's successor in interest Notwithstanding the above, the Consultant shall fully
cooperate with the City m providing access to the books and records if a public records request is
made and disclosure is required by law including but not limited to the California Public Records
Act
6.2 Reports.
Consultant shall periodically prepare and submit to the Contract Officer such reports
concerning the performance of the services required by this Agreement as the Contract Officer
shall require Consultant hereby acknowledges that the City is greatly concerned about the cost
of work and services to be performed pursuant to this Agreement For this reason, Consultant
agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that
may or will materially increase or decrease the cost of the work or services contemplated herein
or, if Consultant is providing design services, the cost of the project being designed, Consultant
shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the
estimated increased or decreased cost related thereto and, if Consultant is providing design
services, the estimated increased or decreased cost estimate for the project being designed
6 3 Ownership of Documents.
All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes,
computer files, reports, records, documents and other matenals (the "documents and materials")
prepared by Consultant, its employees, subcontractors and agents m the performance of this
Agreement shall be the property of City and shall be delivered to City upon request of the
01203 0004/736917 1 14
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Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim
for further employment or additional compensation as a result of the exercise by City of its full
nghts 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 wntten authorization by the Consultant will be at the
City's sole risk and without liability to Consultant, and Consultant's guarantee and warranties
shall not extend to such use, reuse or assignment Consultant may retain copies of such
documents for its own use Consultant shall have the right to use the concepts embodied therein
All subcontractors shall provide for assignment to City of any documents or matenals 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 matenals that may qualify as "works made for hire" as defined in 17 U S C § 101, such
documents and materials are hereby deemed"works made for hire"for the City
6.4 Confidentiality and Release of Information.
(a) All information gained or work product produced by Consultant in
performance of this Agreement shall be considered confidential, unless such information is in the
public domain or already known to Consultant Consultant shall not release or disclose any such
information or work product to persons or entities other than City without prior written
authorization from the Contract Officer
(b) Consultant, its officers, employees, agents or subcontractors, shall not,
without prior wntten authorization from the Contract Officer or unless requested by the City
Attorney, voluntarily provide documents, declarations, letters of support, testimony at
depositions, response to interrogatories or other information concerning the work performed
under this Agreement Response to a subpoena or court order shall not be considered "voluntary"
provided Consultant gives City notice of such court order or subpoena
(c) If Consultant, or any officer, employee, agent or subcontractor of
Consultant, provides any information or work product in violation of this Agreement, then City
shall have the right to reimbursement and indemnity from Consultant for any damages, costs and
fees, including 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 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 nght by City to control, direct, or rewrite said response
01203 0004/736917 l 15
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ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION
7 1 California Law.
This Agreement shall be interpreted, construed and governed both as to validity and to
performance of the parties in accordance with the laws of the State of California Legal actions
concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be
instituted in the Superior Court of the County of Los Angeles, State of California, or any other
appropriate court in such county, and Consultant covenants and agrees to submit to the personal
jurisdiction of such court in the event of such action In the event of litigation in a U S Distnct
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 15 (fifteen) days, but may be extended, though not reduced, if
circumstances warrant Dunng the period of time that Consultant is in default, the City shall hold
all invoices and shall, when the default is cured, proceed with payment on the invoices In the
alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding
invoices during the period of default If Consultant does not cure the default, the City may take
necessary steps to terminate this Agreement under this Article Any failure on the part of the City
to give notice of the Consultant's default shall not be deemed to result in a waiver of the City's
legal rights or any rights arising out of any provision of this Agreement
7 3 Retention of Funds.
Consultant hereby authonzes City to deduct from any amount payable to Consultant
(whether or not arising out of this Agreement) (i) any amounts the payment of which may be in
dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or
damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by
reason of Consultant's acts or omissions in performing or failing to perform Consultant's
obligation under this Agreement In the event that any claim is made by a third party, the amount
or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear
to be the basis for a claim of lien, City may withhold from any payment due, without liability for
interest because of such withholding, an amount sufficient to cover such claim The failure of
City to exercise such right to deduct or to withhold shall not, however, affect the obligations of
the Consultant to insure, indemnify, and protect City as elsewhere provided herein
7.4 Waiver.
Waiver by any party to this Agreement of any term, condition, or covenant of this
Agreement shall not constitute a waiver of any other term, condition, or covenant Waiver by any
party of any breach of the provisions of this Agreement shall not constitute a waiver of any other
01203 0004/736917 1 16
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provision or a waiver of any subsequent breach or violation of any provision of this Agreement
Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of
the provisions of this Agreement No delay or omission in the exercise of any right or remedy by
a non-defaulting party on any default shall impair such nght or remedy or be construed as a
waiver Any waiver by either party of any default must be in wnting and shall not be a waiver of
any other default concerning the same or any other provision of this Agreement
7.5 Rights and Remedies are Cumulative.
Except with respect to rights and remedies expressly declared to be exclusive in this
Agreement, the nghts and remedies of the parties are cumulative and the exercise by either party
of one or more of such rights or remedies shall not preclude the exercise by it, at the same or
different times, of any other rights or remedies for the same default or any other default by the
other party
7.6 Legal Action
In addition to any other rights or remedies, either party may take legal action, in law or in
equity, to cure, correct or remedy any default, to recover damages for any default, to compel
specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain
any other remedy consistent with the purposes of this Agreement Notwithstanding any contrary
provision herein, Consultant shall file a statutory claim pursuant to Government Code Sections
905 et seq and 910 et seq , in order to pursue a legal action under this Agreement
7.7 Termination Prior to Expiration of Term.
This Section shall govern any termination of this Contract except as specifically provided
in the following Section for termination for cause The City reserves the right to terminate this
Contract at any time, with or without cause, upon 30 (thirty) days' wntten 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 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 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 of termination without cause pursuant to this Section, the City need not provide the
Consultant with the opportunity to cure pursuant to Section 7 2
7.8 Termination for Default of Party.
If termination is due to the failure of the other Party to fulfill its obligations under this
Agreement
(a) 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
01203 00041736917 1 17
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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
(b) Consultant may, after compliance with the provisions of Section 7 2, terminate the
Agreement upon written notice to the City's Contract Officer Consultant shall be entitled to
payment for all work performed up to the date of termination
7 9 Attorneys' Fees.
If either party to this Agreement is required to initiate or defend or made a party to any
action or proceeding in any way connected with this Agreement, the prevailing party in such
action or proceeding, in addition to any other relief which may be granted, whether legal or
equitable, shall be entitled to reasonable attorney's fees Attorney's fees shall include attorney's
fees on any appeal, and in addition a party entitled to attorney's fees shall be entitled to all other
reasonable costs for investigating such action, taking depositions and discovery and all other
necessary costs the court allows which are incurred in such litigation All such fees shall be
deemed to have accrued on commencement of such action and shall be enforceable whether or
not such action is prosecuted to judgment
ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
8.1 Non-liability of City Officers and Employees.
No officer or employee of the City shall be personally liable to the Consultant, or any
successor in interest, in the event of any default or breach by the City or for any amount which
may become due to the Consultant or to its successor, or for breach of any obligation of the
terms of this Agreement
8 2 Conflict of Interest
Consultant covenants that neither it, nor any officer or principal of its firm, has or shall
acquire any interest, directly or indirectly, which would conflict in any manner with the interests
of City or which would in any way hinder Consultant's performance of services under this
Agreement Consultant further covenants that in the performance of this Agreement, no person
having any such interest shall be employed by it as an officer, employee, agent or subcontractor
without the express written consent of the Contract Officer Consultant agrees to at all times
avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City
in the performance of this Agreement
No officer or employee of the City shall have any financial interest, direct or indirect, in
this Agreement nor shall any such officer or employee participate in any decision relating to the
Agreement which affects her/his financial interest or the financial interest of any corporation,
partnership or association in which (s)he is, directly or indirectly, interested, in violation of any
State statute or regulation The Consultant warrants that it has not paid or given and will not pay
or give any third party any money or other consideration for obtaining this Agreement
01203 0004/736917 1 18
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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
onentation, marital status, national origin, ancestry or other protected class in the performance of
this Agreement Consultant shall take affirmative action to insure that applicants are employed
and that employees are treated during employment without regard to their race, color, creed,
religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other
protected class
8 4 Unauthorized Aliens.
Consultant hereby promises and agrees to comply with all of the provisions of the Federal
Immigration and Nationality Act, 8 U S C § 1101 et seq , as amended, and in connection
therewith, shall not employ unauthorized aliens as defined therein Should Consultant so employ
such unauthonzed aliens for the performance of work and/or services covered by this
Agreement, and should any liability or sanctions be imposed against City for such use of
unauthorized aliens, Consultant hereby agrees to and shall reimburse City for the cost of all such
liabilities or sanctions imposed, together with any and all costs, including attorneys' fees,
incurred by City
ARTICLE 9. MISCELLANEOUS PROVISIONS
9.1 Notices
Any notice, demand, request, document, consent, approval, or communication either
party desires or is required to give to the other party or any other person shall be in wnting 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 Agreement Either party may change its address by notifying the other party of the change of
address in wnting 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
9.2 Interpretation.
The terms of this Agreement shall be construed in accordance with the meaning of the
language used and shall not be construed for or against either party by reason of the authorship
of this Agreement or any other rule of construction which might otherwise apply
9 3 Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed to be an
onginal, and such counterparts shall constitute one and the same instrument
01203 0004/736917 1 19
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9 4 Integration, Amendment
Iles Agreement including the attachments hullo is the, entire complete and exclusivt
cxpiession of the undctstand►ng of the parties It is understood that their ate no oral agreements
between the parties hcicto affecting this Agreement and this Agreement supersedes and cancels
any and all previous negotiations, at angements agreements and undestandings if any, between
the parties and none shall be used to interpret this Agreement No amendment to or modification
of this Agreement shall be eand unless made in writing and apptovcd by the Consultant and by
the City Council The parties agiee that this requitement to► mitten modifications cannot be
walked and that any attempted waive shall he void
9 5 Se%erahiluty
In the event that any one or mote of the phrases, sentences, clauses, paiagiaphs o►
sections contained in this Agreement shall he declared invalid of unentoiceable by a ealid
judgment 01 decree of a court of competent juiisdictum such invalidity or unentoreeability shall
not affect any of the remaining phrases, sentences, clauses, paragraphs, oi sections of this
Agieemult which ate hereby declared as severable and shall be interpreted to cany out the intuit
of the parties hereunder unless the invalid provision is so matenal that its invalidity deprives
cthci patty of the basic benefit of then bat gam or icndeis this Agfeement meaningless
9 6 1Vat i anew & Repi esentation of Non-Collusion
No official, officer, of employee of City has any financial inteicst, direct or indirect, m
this Agreement, nor shall any official office', or employee of City participate in any decision
'elating to this Agfeement which may affect his/her financial tntetest or the financial interest of
any corporation partnuship, or association in which (s)he is directly oi 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 oi municipal statute or regulation The determination of
financial interest shall be consistent with State law and shall not include interests found to be
►emote ' or "nonrnteiests" pursuant to (jotcrnrnent 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 patty
including but not limited to, any City official, officer, or employee any money consideration,
or other thing of value as a iesult or consequence of obtaining or being awarded any agreement
Consultant further warrants and represents that (s)herit has not engaged n any act(s),
omission(s) or othet conduct oi collusion that would result in the payment of any money,
consideiatron, or othu thing of value to any third party including, but not limited to any City
official office, or employee as a result of eonscquencc of obtaining or being awarded any
agreement Consultant is awaic of and understands that any such act(s), omission(s) or other
conduct iesultmg in such payment of money, considetatioin of other thing of value will iendo
this Agreement void and of no foice or effect
Consultant's Authoi lied Initials WJ_Ns, '
'h,Uunl ilii ,
A-21
9.7 Corporate Authority
The persons executing this Agreement on behalf of the parties hereto warrant that(i) such
party is duly organized and existing, (ii) they are duly authorized to execute and deliver this
Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally
bound to the provisions of this Agreement, and (iv) that entering into this Agreement does not
violate any provision of any other Agreement to which said party is bound This Agreement shall
be binding upon the heirs, executors, administrators, successors and assigns of the parties
[SIGNATURES ON FOLLOWING PAGE]
01203 0004/7369I7 l 21
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IN WITNESS WHEREOF the parties hereto have executed this Agreement on
the date and year test-ahovt, written
CITY
CI"I Y Oh RANCHO PAl OS VERDES, a
municipal corporation
49.0\w:A.
Eiic Alegna, Mavoi
ATTEST
eresa Ta aoka, City Clerk
APPROVED AS TO FORM
ALESHIPE& WYNDER LLP
W•
William W W tier, City Attorney
CONSULTANT
? �}
LryM:5 C
By t4C�—� u�� -
Name Matthew Weatherly
Title President
--114
By l/w,l� lk ece'� l'i�lUt
Name Tara Weatherly
Title Secretary of the Board r-
Address
2824 N Power Road 4113-486
Mesa, AZ 85215
Two corpoi ate offices signatures required when Consultant is a corporation with one signature icquired
!rum each of the following groups I)Chairman of the Board, President or ani Vice President,and 2)
Secretni 5,any Assistant Secretary Chief Financial Offices or any Assistant Treasui er CONSULT WT'S
SIGNATURES SHALL BE DUI V NO I ARIGF D,AND APPROPRIA IEAI I ES I A 1 IONS SH‘LL BE
INCLUDED AS MAY BE REQUIRED BY 1 HE BY LAWS,AR1 ICLES OF INCORPORA1 ION,OR
OTHER RLI FS OR REGULAI IONS APPLICABLE fO CONSULIAN1'S BUSINESS EN1I I1'
A-23
CALII'ORNIA AI L-PURPOSE ACkNOW1 LDGMEN 1
A notary public or other otli.0 completing this eeluhcatc verifies only the Identity of the individual who signed
the document to which this ecititcatc i,attached and not the truthfulness accuracy or vsltdtt} of that document
STA IF Of (Al IFORNI A
COUN I lr OF I OS ANCIELFS
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the basis of satisfactory evidence to he the pu,un( whose namcs(s) Nam subscribed to the within Insuumcnt and
acknowledged to me th It hu/shethe cvtoited the,line in hie/her/their mg-honied Lap icity(ie:) and that by
hls.lhcr/then srgnauitc(s) on the instrument the pet—sings) or the entity upon behalf of which the person(s)acted,
eteetited,Ile lust'omen(
I cel til) undo PFN \LT 1 OF PERIUR\ andel the Lacs of the Si ite ut Call forms that the fin cgi n a par igiaph r,
ti tit arid correct —
LORI Z
FSS: Noiary Cubtic StGateIBofBY Prixora
WI1 NESS my hated and oftiunl sc tl k�f� Meneope County
Commission p 663o0
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"44;4:4' My Commission Expires
Signature —("(,��1 � e May 20 2022
OP FIONAL
1 hough the date bclo\% is not requited by law it may prove valuable to persons Lel)mg on the document and could
prevent haudulent reattachment of this form
CAPACITY Cl AIMED BY SIGNFR DES(RIPE ION OF AT1ACII I) DOCIIMFN1
❑ INDIVIDUAL
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A-24
C ALIHORNI ALL-PURPOSE 4( KNOWLED(.MI'N
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the documuu to..IIic] this cuullc.tte is attached Ind not the nuthtulncss dcLailau ul . iliditv of that document
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the basis 01 sduslacloly evidence to bk. the petson(s whose Ilanlcs(s) Is'ire subscribed to tIi ovtthnl nlstlunlcnt and
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LORI Z GIBBY
'c No ary Public State of Arizona
1b I 1 Nrs�IIIy hand Illd(IIIIUdI seal G \� Mancope County
r,R�11 Commission tl 553110
/� My Commission Expires
Slgninue � ` � I ,c/I-(' r May 20 2022
OPTIONAI
Though the data bele.. Is not Ie..tuned by la.v n may plmit. .aluablc to pusons IeI\Intl on the document Ind could
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A-25
EXHIBIT"A"
SCOPE OF SERVICES
I. Consultant shall provide the following consulting services and implementation
support to conduct a comprehensive classification and compensation study for all
full-time and part-time personnel.The compensation portion of the study shall
provide the fully burdened cost including all forms of salary and bonuses, benefit
costs including health insurance,life insurance, retirement, leave banks, and other
miscellaneous employer paid benefits(the"Services"). The Services shall be
provided as follows
A Project Planning and Communication
1 Project planning and scheduling meeting with the City's Human Resources Staff, project
designee(s)*
2 Policy input and project direction meeting and briefing with Council, Human Resources and
designee(s)*
3 Project briefing presentation for all employees, Council, City officials, City's project leaders*
4 Management and employee communication, progress reports throughout all project phases
5 Assistance with development and communication with a committee of employee
representatives
B Classification Project Tasks
6 Occupational familiarization by review of City's current class specifications and compensation
plans
7 Organizational familianzation by review of City organization charts, budgets, and annual
reports
8 Job Analysis Questionnaire(JAQ)customized for gathenng City employee occupation data
9 Meetings to distribute and explain the JAQ and the project for all City officials and employees
10 Job interviews, desk audits/field observations with representatives of each class*
11 Recommended title modifications and reclassifications for consideration by department heads
12 Review of reporting relationships and span of control, review of organization charts
13 Review of position classification recommendations with City's project staff and respective
departments
14 Facilitation of employee participation and feedback process on any proposed classification
changes
15 Preparation of updated classification specifications for each included job classification
C Compensation Survev(s)and Organizational Review
17 Identification of City occupations to utilize as survey benchmark job classifications
18 Solicitation of comparator employers and agencies for participation in external compensation
surveys
19 Extraction of data from public employer compensation plans,questionnaires, reliable
published surveys
20 Collection of total compensation and benefits data for companson to current practices
21 Consolidation of data from all sources and calculation of prevailing rates for benchmark jobs
22 Computation of extent City's compensation offerings vary from external prevailing rates and
practices
23 Review of competitiveness analysis with Human Resources, City Officials and City's project
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designees
24 Collection of staffing per function or staffing per capita data from survey comparators, for
review
D Compensation Plan Development
25 Construction of optional salary range structures for review and selection by City's project
leaders
26 Assignment of job classes to salary ranges by internal equity and external competitiveness
27 Assistance with City Council identification of desired, affordable salary competitiveness policy
28 Fiscal impact estimates at vanous levels of external prevailing rates competitiveness policies
29 Review and critique of draft salary and implementation plans with Human Resources, project
leaders
E Communication of Results and Implementation Strategies
30 Preparation and presentation of final project reports for the City Council, staff, and City
Officials
31 Development of a plan for the implementation of City's updated classification and
compensation plan
32 Uploading of EZ COMP"' program files on a Human Resources Department computer, staff
training
33 Development and provision of process for ongoing plan maintenance and subsequent plan
updates
34 Assistance with communicating the City's updated plans for all City officials and
employees
* virtual and in person options pending COVID-19 restrictions
II Consultant shall complete the Services through the following overall work plan and
approach.
A OBJECTIVES OF THE PROJECT
The recommended plans, programs, systems and administrative procedures will meet these ten
most important cnteria
- Internally equitable - Financially responsible
- Externally competitive - Efficiently administered
- Readily understood - Inclusive of employee input
- Easily updated&maintained - Reflective of City's values
- Legally compliant&defensible - Reflective of prevailing"best practices"
B SCOPE OF THE PROJECT
The project includes a management and employee communication plan, partnership with the
City's Human Resources staff, City Manager, Council, and project designee(s), occupational,
organizational, and operational familianzation, Job Analysis Questionnaire (JAQ) and job
analysis for all classifications, worksite job information interviews, position classification and job
title recommendations for all employees and classifications, FLSA designations, updated
classification specifications, EZ COMP"', internal equity and external competitiveness
evaluation, total compensation survey and competitiveness analysis, salary range
recommendations, fiscal impact estimates and multiple implementation scenarios, updated
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classification and compensation plan and classification and compensation plan implementation
support for all included employees in all job classifications
C PROJECT METHODOLOGY
1 Quality Assurance
To ensure a high-quality project, Consultant has built in several layers of procedural and
statistical controls, in addition to those already in EZ COMP"' Internally, Consultant follows
a prescribed senes of steps in each project phase, which are reviewed by its Project
Director Consultant requests that the Human Resources and City's Project Manager(s)
review its work to minimize the chance of errors and to ensure that it reflects the City's
organizational values
2 Project Planning Meetings and Communication Plan Development
Consultant will consult with the Human Resources Team and City Officials or representatives
on a communication strategy, plan, and materials, beginning pnor to the project and
extending to the post project information meetings Consultant plans to conduct group pre-
project meetings for all City officials and employees where it will discuss the project's scope,
answer questions,and distribute and explain the Job Analysis Questionnaire
D POSITION CLASSIFICATION ANALYSIS
1 Review of Essential Tasks-Job Analysis Questionnaire
Consultant will review and analyze the current essential tasks, duties and responsibilities,
and minimum qualifications of each included position through the Position Analysis
Questionnaire (JAQ) to be completed by each employee (or group of employees with
identical jobs) in print or electronic format If the information on the JAQ does not clearly
delineate the position's scope of responsibilities, Consultant may return the JAQ to the
position's incumbent for additional information,or focus on the data gap during a worksite job
information interview
2 Employee Worksite Job Information Interviews
Consultant will conduct a worksite job information interview with a representative incumbent
of every requested job classification or for those it proposes to change The purpose of these
interviews is to venfy the data on the JAQ, obtain additional insight into the scope and
complexity of the job duties, observe technical processes and working conditions, and to
provide employees with an additional method of participation in the project This process
also ensures that Consultant makes all internal and external comparisons on the basis of
actual job content and not merely job title
3 FLSA Status Determination
Consultant will review the essential tasks and minimum qualifications of each of the City's job
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classifications and subject them to the Fair Labor Standards Act tests to determine their
exempt or non-exempt status
4 Position Classification
Each of the City's positions will be analyzed and evaluated to determine their pnmary
characteristics, including
Is there a current City occupational job group comprised of job classes with essential
functions similar to the subject position, if so
To which of the group's job classes, and at what level, are the subject position's
essential functions similar to the subject position,and if so
Are they sufficiently comparable (+/- 20% guideline) to be allocated to that job class,
utilize the same job title, require the same minimum qualifications, and be assigned to
the same salary range
If the City does not currently have a sufficiently comparable job class,what should be the
subject position's occupational job class and title,and
What should the recommended occupational classification action be, No Change(N), Title
Change(T), Merge With Other Job Class(M), New Job Class(J)
Consultant may find that a job class is overly broad and encompasses several job
activities which are regarded with significant salary difference in the marketplace In such
an instance, Consultant will recommend "splitting"the job class into the current job class
and a new job class which encompasses the different job activities
5 Updated Classification Specifications
Consultant can prepare an updated class specification in the City's standard or other
selected format for each occupational job class Focus will be on the Essential Functions and
Minimum Qualifications The specifications or descnptions may include (not limited to) the
following the following components
Job Title-Definition Education,Training and Physical Requirements
Distinguishing Charactenstics Expenence Licenses and Non-Essential Functions
Essential Functions Desired Certifications FLSA Exempt/Non- Mental Requirements
Knowledge and Skills Exempt Status Supervision Working Conditions
Exercise/Received
6 Draft Classification Plan Review with Human Resources and Department Heads
Consultant will conduct a review of its initial position classification recommendations and
draft job descnptions with the City's Project Team and respective department heads to
identify possible errors, obtain feedback,and solicit suggestions for clarification
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E COMPENSATION SURVEY AND ANALYSIS
1 City Involvement in Compensation Plan Development
Consultant will obtain policy direction from the City Council, Human Resources staff, and/or
City Officials on the following key components of the salary plan development process
- Comparator Employer Selection - Job Evaluation Method-Salary Plan Linkage
- Benchmark Job Class Selection - Draft Compensation Plan Review/Critique
- Compensation Competitiveness Policy - Total Compensation Points for Analysis
- Salary Structure Selection - Project Implementation Plan
2 Comprehensive Compensation Survey(including review of market comparators)
Consultant does not subscnbe to or recommend the use of databases or data warehouses used or
hosted by other firms' Consultant will collect the complete pay plans from each of the City's
comparators and build a custom survey database to ensure accuracy and completeness, unique to
the City's job classifications
a Data Collection Protocol will be developed in consultation with the City's project leaders to
determine which salary data elements to include, such as
Base Salary Information
- Salary grade/step or open range salary plan structure
- Salary range structure Minimum, Midpoint,and Maximum
- Method of salary administration-longevity, performance, or skill
Additional Compensation Information(to be finalized with Staff)
- City-supported benefits such as health insurance, pension contributions
- Supplemental pay items for special qualifications/certifications
- Individual or group incentive plans, bonus,awards, stipends
- Any additional add-pay or benefits items at City's discretion
b Benchmark Job Selection will be made by identifying City job classes common to its
employment-competitive public and pnvate employers in the immediate area and throughout the
region or State,clearly identifiable, and representative of standard occupational job groups
c Comparator Employers Identification will focus on full service cities in Orange County over
100,000 resident population and/or similarly situated beach cities
d Compensation Data Collection will be made by one or more of the following methods
- Pre-survey contact with the selected comparator employers to solicit participation in the
City's compensation survey(s)
- Extraction from the pay plans of designated public employers
- Customized salary and total compensation and benefits survey requests for local
governments and other public employers, distnbuted by mail,fax, and e-mail
- As desired, additional data extraction from established salary surveys and commercial
survey sources such as Watson Wyatt, ERI, etc
e Data Quality Control includes editing data for accuracy and proper matching to the City's
survey benchmark jobs, and phone/fax/E-mail follow-ups for data clanfication and to obtain
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comparators' benchmark job descnptions
3 Prevailing Rates Calculation
Consultant will consolidate the compensation data from all sources,enter the information into the EZ
COMP"' program, and compute the prevailing rates, inclusive of cost of living differentials, as the
statistical mean of the survey data for each benchmark job class Data will be projected forward
from the date of collection to a common date relating to the City's salary plan year by the annual
Prevailing Rate Increase Factor(PRI)applicable at that time
4 Compensation Competitiveness Companson
Consultant will provide the City with charts comparing its current salary structures to those of the
selected public and private comparator employers Consultant will calculate the extent that the
City's offenngs vary from the prevailing rates and practices of other relevant employers
F COMPENSATION PLAN DEVELOPMENT
1 Compensation Competitiveness Policy
Consultant will assist the City to select a compensation competitiveness policy which best fits its
compensation strategy and financial resources, by providing fiscal impact estimates at various
percentage relationships to the prevailing rates
2 Salary Plan Structure Development
Consultant will review the City's current wage plans and 1) utilize the City's current wage plan
structures to identify internally equitable and externally competitive salary ranges for each City job
class or 2) prepare alternative salary range structures and schedules for the City to select the best
fit for its competitiveness strategy,with these optional cntena
- Method of administration, i e measured job performance, longevity,or skill
- Width of the salary ranges, grades or broad bands,from Minimum to Maximum
- Varying salary range widths for FLSA non-exempt positions
- Open salary ranges for pay-for-performance or vanable compensation plan
- If steps within the salary ranges, number of steps, percentage separation
- Number of salary ranges, grades, or broad bands in the salary schedule
- Percentage of separation between salary ranges, grades or broad bands
- Recognition for longevity, unique assignments,and special skill requirements
- Remuneration for required special licenses, certifications and registrations
- Linkage of performance evaluations to performance increase opportunities
3 Salary Range Assignment Development
Consultant will assign each job classification to a salary range in the City's current or selected new
salary structure on the basis of a combination of factors, including
- the prevailing rates for the benchmark job classes
- its current relationship to similar or occupationally related job classes
- the 15%guideline for salary range separation between sequential job classes
- the 25%guideline for salary separation of a department head job class
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4 Implementation Plan Development
Consultant will consult with the Human Resources and Project Team on a plan for transition to the
recommended plan, including a timetable for the principal activities, employee communication,
impact on budget processes, and estimates of required financial resources
Consultant will provide the City with charts comparing its current salary structures to those of the
selected public and private comparator employers Consultant will calculate the extent that the
City's offenngs vary from the prevailing rates and practices of other relevant employers
G ENSURING THE CITY'S SELF-SUFFICIENCY
The City will be self-sufficient in all aspects of maintenance of the updated position classification and
compensation plan through these services
1 Procedure Manuals
-PSPC Position Classification Procedure Guide
-PSPC Salary Administration Procedure Guide
-City of Rancho Palos Verdes EZ COMPTM Procedure Guide
2 Training Workshop—for City staff in position classification,job evaluation, compensation
surveys, and compensation plan design and administration
3 Electronic Class Specification Library—Consultant can provide the City with all updated
classification specifications in hard copy and electronic library format for internal maintenance
4 EZ COMPTM—program and project files on one of the City's computers, a customer user's
manual, and system training for key City and Human Resources staff
5 Initial Year's Implementation Warranty Support—Consultant will analyze,evaluate, classify,
and provide a salary range recommendation for any new or changed position or entire job
classification,at no cost to the City for one year
H EXTENSIVE EMPLOYEE INCLUSION AND COMMUNICATION
Very important factors for successful implementation of new or updated classification and
compensation plans are 1)extensive employee inclusion, and 2)extensive employee
communication City officials and employees will participate in one or more of the following activities
- Attending pre-project briefings and question and answer sessions
- Completing a Position Analysis Questionnaire(JAQ)describing their position
- Elaborating on their jobs in individual or group information interviews
- Requesting a second review of their positions'occupational job classification
- Receiving information pamphlet/booklet describing the updated salary plan
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I MINIMAL CITY SUPPORT REQUIRED
Consultant is completely self-sufficient in projects of this nature and do not require any substantive
staff support from the City other than payroll data,and arrangements for group and individual
meetings and interviews Consultant appreciates, but does not require, any office space,telephone,
clencal assistance, computers,or office equipment Consultant will provide all data entry, data
processing, duplicating,and related report preparation functions
J REPORTS AND PRESENTATIONS
1 Draft and Final Report Preparation
Consultant will provide the City's project leader(s) with a draft of Consultant's report for review and
critique, including the classification plan, compensation market data, salary companson tables, fiscal
estimates, salary range listings, and implementation procedures Consultant will incorporate City's
critique into the development of a final report summanzing the project's findings, recommendations,
and detailed description of the City's updated position classification and compensation plans
2 Final Report Presentations
Consultant will conduct a workshop or formal presentation of its final report and recommendations to
the Human Resources staff, City Officials, and employees
3 EZ COMPT" Program Installation
Consultant will install its EZ COMPT"' Program and project files on one of the Human Resources
Department's computers and provide training to key staff in the maintenance and update of the
classification and compensation plan
4 Implementation Warranty
To ensure effective implementation of the new plan, Consultant will analyze, evaluate, and provide a
salary range recommendation for any new or changed job class,at no cost to the City for one year
III. All work product is subject to review and acceptance by the City,and must be
revised by the Consultant without additional charge to the City until found
satisfactory and accepted by City.
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EXHIBIT"B"
SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
Added text indicated in bold italics,deleted text indicated in strikethceugh
[INTENTIONALLY LEFT BLANK]
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EXHIBIT"C"
SCHEDULE OF COMPENSATION
I. Consultant shall perform the following tasks at the following rates:
Tasks Description Cost
1 Planning Meetings, Kick Off,Communication and JAQ Intro $2,000
2 Job Information Interviews/Desk Audits (50) $6,000
3 Position Classification,Job Titling Review $1,000
4 Updated Class Specifications(50) $4,000
5 Total Compensation Survey $25,000
6 Pay Plan Modeling, Implementation Options and Costing $2,000
7 Organizational and Staffing Review $3,000
8 Reporting and Presentations $2,000
TOTAL $45,000
II. The City will compensate Consultant for the Services performed upon submission of
a valid 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 matenals 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, matenals,
and travel properly charged to the Services
III. The total compensation for the Services shall not exceed the Contract Sum as
provided in Section 2 1 of this Agreement.
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EXHIBIT "D"
SCHEDULE OF PERFORMANCE
Consultant shall perform all Services timely in accordance with the following
schedule, starting from the date of the Notice to Proceed.
ESTIMATED PROJECT ELAPSED TIME CHART
TASK NAME ELAPSED WEEKS' 1 4 8 12 16 20+
1 PROJECT COMMUNICATION. - -
QUALITY ASSURANCE.
PROJECT STATUS REPORTS
2 REVIEW OF JAQS.INTERVIEWS',TITLING; - I *
ORGANIZATIONAL DATA COLLECTION
CLASSIFICATION RECOMMENDATIONS
3 POSITION CLASSIFICATIOWEVALUATION. ' *
HR STAFF QUALITY ASSURANCE REVIEW;
DRAFT REVIEW WITH HR,DEPTS
4 PREPARATION OF UPDATED CLASS '
SPECIFICATIONS AND REVIEWS WITH
DEPARTMENTS,FINALIZATION
COMPENSATION SURVEY,BENCHMARK
5. SELECTION.DATA COLLECTION.
COMPARABILITY ASSURANCE REVIEW
6. PREVAILING RATES COMPUTATION.
MARKET COMPETITIVENESS ANALYSIS. �J ;
DRAFT COMPENSATION METHODOLOGY
1. SALARY RANGE ASSIGNMENTS ON BASIS
OF INTERNAL EQUITY AND EXTERNAL �J
COMPETITIVENESS
8. SALARY RANGE TABLES,FISCAL IMPACT
ESTIMATES.REVIEW OF DRAFT PLANS I
WITH CITY OFFICIALS.DESIGNEE(S)
PREPARATION AND PRESENTATION OF
9 FINAL REPORT TO HR.COMMITTEES.
EXECUTIVE TEAM,EMPLOYEES
10. EZ COMP•INSTALLATION.STAFF
TRAINING ONE YEAR OF CLASSiCOMP iliMMEM11101
PLAN IMPLEMENTATION ASSISTANCE
'ogress reviews with the City
II. The Contract Officer may approve extensions for performance of the services in
accordance with Section 3.2.
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