Graffiti Protective Coatings Inc - FY2023-003 PROFESSIONAL SERVICES AGREEMENT
By and Between
CITY OF RANCHO PALOS VERDES
and
GRAFFITI PROTECTIVE COATINGS,INC.
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AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF RANCHO PALOS VERDES AND
GRAFFITI PROTECTIVE COATINGS,INC.
THIS AGREEMENT FOR PROFESSIONAL SERVICES (herein "Agreement") is made
and entered into on nly I , 2022, by and between the CITY OF RANCHO PALOS
VERDES, a California municipal corporation ("City") and Graffiti Protective Coatings, Inc , a
California 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 described particularly m 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 authonty
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 m a thorough,
competent, and professional manner, and is experienced m 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 m 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 recogmzed 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
13 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 seg , 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 seg 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 m 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 venfy such records in wntmg 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 in 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 m 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 (forthy) 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 1 V2
(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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e,Consultant's Authonzed Initials ,
(i) Consultant's Responsibility for Subcontractors For every subcontractor
who will perform work under this Agreement, Consultant shall be responsible for such
subcontractor's compliance with Division 2, Part 7, Chapter 1 (commencing with Section 1720)
of the California Labor Code, and shall make such compliance a requirement in any contract
with any subcontractor for work under this Agreement Consultant shall be required to take all
actions necessary to enforce such contractual provisions and ensure subcontractor's compliance,
including without limitation, conducting a review of the certified payroll records of the
subcontractor on a penodic basis or upon becoming aware of the failure of the subcontractor to
pay his or her workers the specified prevailing rate of wages Consultant shall diligently take
corrective action to halt or rectify any such failure by any subcontractor
1.5 Licenses,Permits,Fees and Assessments.
Consultant shall obtain at its sole cost and expense such licenses, permits and approvals
as may be required by law for the performance of the services required by this Agreement
Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus
applicable penalties and interest, which may be imposed by law and arise from or are necessary
for the Consultant's performance of the services required by this Agreement, and shall
indemnify, defend and hold harmless City, its officers, employees or agents of City, against any
such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City
hereunder
1.6 Famiharnty with Work.
By executing this Agreement, Consultant warrants that Consultant (i) has thoroughly
investigated and considered the scope of services to be performed, (ii) has carefully considered
how the services should be performed, and (inn) fully understands the facilities, difficulties and
restnctions attending performance of the services under this Agreement If the services involve
work upon any site, Consultant warrants that Consultant has or will investigate the site and is or
will be fully acquainted with the conditions there existing, pnor to commencement of services
hereunder Should the Consultant discover any latent or unknown conditions, which will
materially affect the performance of the services hereunder, Consultant shall immediately inform
the City of such fact and shall not proceed except at Consultant's nsk until wntten instructions
are received from the Contract Officer in the form of a Change Order
1.7 Care of Work.
The Consultant shall adopt reasonable methods during the life of the Agreement to
furnish continuous protection to the work, and the equipment, matenals, papers, documents,
plans, studies and/or other components thereof to prevent losses or damages, and shall be
responsible for all such damages, to persons or property, until acceptance of the work by City,
except such losses or damages as may be caused by City's own negligence
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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 altering, 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 $216,000 (Two Hundred Sixteen Thousand Dollars) (the
"Contract Sum"), unless additional compensation is approved pursuant to Section 1 9 Annual
compensation shall not exceed $72,000 (Seventy Two Thousand Dollars)
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 matenals 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 cntical 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 onginal 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, matenals, equipment, supplies, and sub-
contractor contracts Sub-contractor charges shall also be detailed by such categones 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
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undisputed invoice, however, Consultant acknowledges and agrees that due to City warrant run
procedures, the City cannot guarantee that payment will occur within this time period In the
event any charges or expenses are disputed by City, the original invoice shall be returned by City
to Consultant for correction and resubmission Review and payment by City for any invoice
provided by the Consultant shall not constitute a waiver of any rights or remedies provided
herein or any applicable law
2.5 Waiver.
Payment to Consultant for work performed pursuant to this Agreement shall not be
deemed to waive any defects in work performed by Consultant
ARTICLE 3. PERFORMANCE SCHEDULE
3.1 Time of Essence.
Time is of the essence m 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, nots, 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 penod of the enforced delay when
and if m 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
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3.4 Term.
Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement
shall continue m full force and effect until completion of the services but not exceeding three (3)
years from the date hereof, except as otherwise provided in the Schedule of Performance
(Exhibit"D") The City may, m its discretion, extend the Term one additional three-year term
ARTICLE 4. COORDINATION OF WORK
4.1 Representatives and Personnel of Consultant.
The following principals of Consultant ("Pnncipals") 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
Carla Lenhoff President
(Name) (Title)
Jesus Rodnguez Project Manager
(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 Pnncipals 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 m the Proposal to perform services pursuant to this Agreement
Consultant shall make every reasonable effort to maintain the stability and contmuity of
Consultant's staff and subcontractors, if any, assigned to perform the services required under this
Agreement Consultant shall notify City of any changes m 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 authonty 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
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agents, shall obtain any rights to retirement, health care or any other benefits which may
otherwise accrue to City's employees Consultant expressly waives any claim Consultant may
have to any such nghts
4.3 Contract Officer.
The Contract Officer shall be Juan Hernandez or such person as may be designated by the
Director of Public Works 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 authonty, if specified in writing by the City Manager, to
sign all documents on behalf of the City required hereunder to carry out the terms of this
Agreement
4.4 Independent Consultant.
Neither the City nor any of its employees shall have any control over the manner, mode
or means by which Consultant, its agents or employees, perform the services required herein,
except as otherwise set forth herein City shall have no voice in the selection, discharge,
supervision or control of Consultant's employees, servants, representatives or agents, or in fixing
their number, compensation or hours of service Consultant shall perform all services required
herein as an independent contractor of City and shall remain at all times as to City a wholly
independent contractor with only such obligations as are consistent with that role Consultant
shall not at any time or in any manner represent that it or any of its agents or employees are
agents or employees of City City shall not in any way or for any purpose become or be deemed
to be a partner of Consultant in its business or otherwise or a Joint venturer or a member of any
Joint enterprise with Consultant
4.5 Prohibition Against Subcontracting or Assignment.
The experience, knowledge, capability and reputation of Consultant, its principals and
employees were a substantial inducement for the City to enter into this Agreement Therefore,
Consultant shall not contract with any other entity to perform in whole or m 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 prior 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
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,
m 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 covenng bodily injury
and property damage for all activities of the Consultant ansing out of or m 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, m 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
(d) Workers' compensation insurance Consultant shall maintain Workers'
Compensation Insurance (Statutory Limits) and Employer's Liability Insurance (with limits of at
least$1,000,000)
(e) Subcontractors Consultant shall include all subcontractors as insureds
under its policies or shall furnish separate certificates and certified endorsements for each
subcontractor All coverages for subcontractors shall include all of the requirements stated
herein
(f) Additional Insurance Policies of such other insurance, as may be required
in the Special Requirements in Exhibit"B"
5.2 General Insurance Requirements.
(a) Proof of insurance Consultant shall provide certificates of insurance to
City as evidence of the insurance coverage required herein, along with a waiver of subrogation
endorsement for workers' compensation Insurance certificates and endorsements must be
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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 injunes 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 nght but not the duty to obtain and continuously mamtain 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
01203 0001/787954 4 1 1
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
(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
(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 m wnting
(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 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
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(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 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 ansmg out of or in
connection with the negligent performance of the work, operations or activities provided herein
of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or
entity for which Consultant is legally liable ("indemnitors"), or arising from Consultant's or
indemnitors' reckless or willful misconduct, or ansmg from Consultant's or indemnitors'
negligent performance of or failure to perform any term, provision, covenant or condition of this
Agreement, and m 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, mcludmng 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
mdenmmfication includes claims or liabilities arising from any negligent or wrongful act, error or
omission, or reckless or willful misconduct of Consultant m the performance of professional
services hereunder The provisions of this Section do not apply to claims or liabilities occumng
01203 0001/787954 4 13
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 m 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 tins Agreement and enable the Contract
Officer to evaluate the performance of such services Any and all such documents shall be
maintained in accordance with generally accepted accounting principles and shall be complete
and detailed The Contract Officer shall have full and free access to such books and records at all
times during normal business hours of City, mcludmg the nght to inspect, copy, audit and make
records and transcripts from such records Such records shall be maintained for a penod of three
(3) years following completion of the services hereunder, and the City shall have access to such
records in the event any audit is required In the event of dissolution of Consultant's business,
custody of the books and records may be given to City, and access shall be provided by
Consultant's successor in interest Notwithstanding the above, the Consultant shall fully
cooperate with the City in providing access to the books and records if a public records request is
made and disclosure is required by law including but not limited to the California Public Records
Act
6.2 Reports.
Consultant shall periodically prepare and submit to the Contract Officer such reports
concerning the performance of the services required by this Agreement as the Contract Officer
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
63 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 0001/787954 4 14
Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim
for further employment or additional compensation as a result of the exercise by City of its full
rights of ownership use, reuse, or assignment of the documents and materials hereunder Any
use, reuse or assignment of such completed documents for other projects and/or use of
uncompleted documents without specific wntten authonzation 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 nght to use the concepts embodied therein
All subcontractors shall provide for assignment to City of any documents or matenals prepared
by them, and m the event Consultant fails to secure such assignment, Consultant shall indemnify
City for all damages resulting therefrom Moreover, Consultant with respect to any documents
and materials that may qualify as "works made for hire" as defined in 17 U S C § 101, such
documents and matenals 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 pnor written
authorization from the Contract Officer
(b) Consultant, its officers, employees, agents or subcontractors, shall not,
without prior written authorization from the Contract Officer or unless requested by the City
Attorney, voluntarily provide documents, declarations, letters of support, testimony at
depositions, response to mterrogatones 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, mterrogatones, 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 rewnte said response
01203 0001/787954 4 15
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 m the Superior Court of the County of Los Angeles, State of California, or any other
appropriate court in such county, and Consultant covenants and agrees to submit to the personal
jurisdiction of such court in the event of such action In the event of litigation in a U S District
Court, venue shall lie exclusively in the Central District of California, in the County of Los
Angeles, State of California
7.2 Disputes; Default.
In the event that Consultant is in default under the terms of this Agreement, the City shall
not have any obligation or duty to continue compensating Consultant for any work performed
after the date of default Instead, the City may give notice to Consultant of the default and the
reasons for the default The notice shall include the timeframe in which Consultant may cure the
default This timeframe is 15 (fifteen) days, but may be extended, though not reduced, if
circumstances warrant During the period of time that Consultant is m default, the City shall hold
all invoices and shall, when the default is cured, proceed with payment on the invoices In the
alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding
invoices during the period of default If Consultant does not cure the default, the City may take
necessary steps to terminate this Agreement under this Article Any failure on the part of the City
to give notice of the Consultant's default shall not be deemed to result in a waiver of the City's
legal rights or any rights arising out of any provision of this Agreement
7.3 Retention of Funds.
Consultant hereby authorizes City to deduct from any amount payable to Consultant
(whether or not arising out of this Agreement) (i) any amounts the payment of which may be in
dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or
damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by
reason of Consultant's acts or omissions in performing or failing to perform Consultant's
obligation under this Agreement In the event that any claim is made by a third party, the amount
or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear
to be the basis for a claim of lien, City may withhold from any payment due, without liability for
interest because of such withholding, an amount sufficient to cover such claim The failure of
City to exercise such right to deduct or to withhold shall not, however, affect the obligations of
the Consultant to insure, indemnify, and protect City as elsewhere provided herein
7.4 Waiver.
Waiver by any party to this Agreement of any term, condition, or covenant of this
Agreement shall not constitute a waiver of any other term, condition,or covenant Waiver by any
party of any breach of the provisions of this Agreement shall not constitute a waiver of any other
0i203000117879544 16
provision or a waiver of any subsequent breach or violation of any provision of this Agreement
Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of
the provisions of this Agreement No delay or omission in the exercise of any right or remedy by
a non-defaulting party on any default shall impair such right or remedy or be construed as a
waiver Any waiver by either party of any default must be in writing and shall not be a waiver of
any other default concerning the same or any other provision of this Agreement
7.5 Rights and Remedies are Cumulative.
Except with respect to rights and remedies expressly declared to be exclusive in this
Agreement, the rights and remedies of the parties are cumulative and the exercise by either party
of one or more of such rights or remedies shall not preclude the exercise by it, at the same or
different times, of any other rights or remedies for the same default or any other default by the
other party
7.6 Legal Action.
In addition to any other rights or remedies, either party may take legal action, in law or in
equity, to cure, correct or remedy any default, to recover damages for any default, to compel
specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain
any other remedy consistent with the purposes of this Agreement Notwithstanding any contrary
provision herein, Consultant shall file a statutory claim pursuant to Government Code Sections
905 et seq and 910 et seq , in order to pursue a legal action under this Agreement
7.7 Termination Prior to Expiration of Term.
This Section shall govern any termination of this Contract except as specifically provided
in the following Section for termination for cause The City reserves the right to terminate this
Contract at any time, with or without cause, upon 30 (thirty) 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 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 00011787954 4 17
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 mvestigating such action, taking depositions and discovery and all other
necessary costs the court allows which are incurred m 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, m 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 pnncipal 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 m 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 0001/787954 4 18
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 discnmmnation 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 onentation, 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 m 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 unposed against City for such use of
unauthorized aliens, Consultant hereby agrees to and shall reimburse City for the cost of all such
liabilities or sanctions imposed, together with any and all costs, including attorneys' fees,
incurred by City
ARTICLE 9. MISCELLANEOUS PROVISIONS
9.1 Notices.
Any notice, demand, request, document, consent, approval, or communication either
party desires or is required to give to the other party or any other person shall be in writing and
either served personally or sent by prepaid, first-class mail, m 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 wntmg 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 m thus Section
9.2 Interpretation.
The terms of this Agreement shall be construed m accordance with the meaning of the
language used and shall not be construed for or against either party by reason of the authorship
of this Agreement or any other rule of construction which might otherwise apply
9.3 Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed to be an
original, and such counterparts shall constitute one and the same instrument
01203 0001/787954 4 19
9.4 Integration; Amendment.
This Agreement mcluding the attachments hereto is the entire, complete and exclusive
expression of the understanding of the parties It is understood that there are no oral agreements
between the parties hereto affecting this Agreement and this Agreement supersedes and cancels
any and all previous negotiations, arrangements, agreements and understandings, if any, between
the parties, and none shall be used to interpret this Agreement No amendment to or modification
of this Agreement shall be valid unless made in writing and approved by the Consultant and by
the City Council The parties agree that this requirement for written modifications cannot be
waived and that any attempted waiver shall be void
9.5 Severability.
In the event that any one or more of the phrases, sentences, clauses, paragraphs, or
sections contained in this Agreement shall be declared invalid or unenforceable by a valid
judgment or decree of a court of competent junsdiction, such invalidity or unenforceability shall
not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this
Agreement which are hereby declared as severable and shall be interpreted to carry out the intent
of the parties hereunder unless the invalid provision is so material that its invalidity depnves
either party of the basic benefit of their bargain or renders this Agreement meaningless
9.6 Warranty&Representation of Non-Collusion.
No official, officer, or employee of City has any financial interest, direct or indirect, in
this Agreement, nor shall any official, officer, or employee of City participate in any decision
relating to this Agreement which may affect his/her financial interest or the financial interest of
any corporation, partnership, or association in which (s)he is directly or indirectly interested, or
in violation of any corporation, partnership, or association m 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 mclude 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 resultmg in such payment of money, co eration, or other thing of value will render
this Agreement void and of no force or effect
Consultant's Authonzed Initials
o i 203 0001/787954 4 20
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, (u) 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 0001/787954 4 21
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date and year first-above written
CITY:
CITY OF RANCHO PALOS VERDES, a
municipal corporation
rT1m-�.
&!/Ai
ATTEST:
igi
rH, City Clerk
VM A-TAKeior.to
APPROVED AS TO FORM:
ALESHIRE& WYNDER, LLP
b)igte P.:obi 41A 14"Th
William W Wynder, City Attorney
CONS TANT.
GRA r I I P' S ECTIVE COATINGS, INC , a
Calif, : y(or.tion
By
Narnerla Lenhoff
Title President
By
Name rid
Title r,ca.
Address 419 N Larchmont Blvd , #264
Los Angeles, CA 90004
Two corporate officer signatures required when Consultant is a corporation,with one signature required
from each of the following groups 1)Chairman of the Board,President or any Vice President, and 2)
Secretary,any Assistant Secretary,Chief Financial Officer or any Assistant Treasurer CONSULTANT'S
SIGNATURES SHALL BE DULY NOTARIZED,AND APPROPRIATE ATTESTATIONS SHALL BE
INCLUDED AS MAY BE REQUIRED BY THE BYLAWS,ARTICLES OF INCORPORATION,OR
OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY
01203 00011787954 4 22
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed
the document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document
STATE OF AJ,1ORNIA
lenh
COUNTY OF LO GELES�ECr
� f
Onlwne 14 ,2022 before me, ,C;o 65-11011 ,personally appeare � . oved to me on
the basis of satisfactory evidence to be the person(s)whose names(s)is/are subscribed to the wi m instrument and
acknowledged to me that he/she/they executed the same m his/her/their authorized capacity(ies),and that by
his/her/their signature(s)on the mstrument the person(s),or the entity upon behalf of which the person(s)acted,
executed the instrument
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing para y .s h is
true and correct
EMILIO GASTRO-MARTINEZ
NOTARY PUBLIC
WITNESS my hand and official seal Union County
lina
North os V004026Signature _.0 nlb .� — r 4!.4 My Comm
easlon Expiresl
OPTIONAL
Though the data below is not required by law,it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
❑ INDIVIDUAL
❑ CORPORATE OFFICER
TITLE OR TYPE OF DOCUMENT
TITLE(S)
❑ PARTNER(S) ❑ LIMITED
❑ GENERAL NUMBER OF PAGES
❑ ATTORNEY-IN-FACT
❑ TRUSTEE(S)
❑ GUARDIAN/CONSERVATOR
❑ OTHER DATE OF DOCUMENT
SIGNER IS REPRESENTING
(NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE
01203 0001/787954 4
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the Identity of the individual who signed
the document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document
STATE OF AORNIA
COUNTY OF LO GEL S`�9tC/'�
On()uip 14 ,2022 before me,j,(,o 6z5i(0-71 ,personally appeared Sfeved LE."tirTproved to me on
the basis of satisfactory evidence to be the person(s)whose names(s)is/are subscnbed to the within instrument and
acknowledged to me that he/she/they executed the same m his/her/their authorized capacity(ies),and that by
his/her/their signature(s)on the instrument the person(s),or the entity upon behalf of which the person(s)acted,
executed the instrument
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is
true and correct EMILIO CASTRO-MARTINEZ
NOTARY PUBLIC
WITNESS my hand and official seal Union County
North Carolina
Signature e1n1 i 1B C15 6) —AtT41-neZ Mf'Commtasbn Expires 1 ® l
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relymg on the document and could
prevent fraudulent reattachment of this form
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
❑ INDIVIDUAL
❑ CORPORATE OFFICER
TITLE OR TYPE OF DOCUMENT
TITLE(S)
❑ PARTNER(S) ❑ LIMITED
❑ GENERAL NUMBER OF PAGES
❑ ATTORNEY-IN-FACT
❑ TRUSTEE(S)
❑ GUARDIAN/CONSERVATOR
❑ OTHER DATE OF DOCUMENT
SIGNER IS REPRESENTING
(NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE
01203 0001/787954 4
EXHIBIT "A"
SCOPE OF SERVICES
Approach to Scope of Services
Overview
The kcys to a successful graffiti removal program are fast response,removal of all graffiti.and
removal methods that(cave no traces that the graffiti ever existed. Graffiti breeds more graffiti,
and fast professional removal will allow to the City of Rancho Palos Verdes to control this
problem Graffiti Protective Coatings.Inc.specializes in these services with its"Zero-Tolerance
Program" Under GPC's proven program each technician is fully equipped and trained to
remove all graffiti
GPC performs thorough and complete removal,leaving no traces of the past graffiti Details are
not overlooked All graffiti at sites requested by the City are removed no matter how small
including but not limited to all streets,sidewalks,private and city owned property,parks,civic
center,upper level locations.and all objects in the City Right of Way
Schedule of work(days,times,etc)
GPC is providing a schedule of seven days per week for a minimum of 1 truck for the City of
Rancho Palos Verdes Holiday and Special Cvcnt work is also scheduled_ GPC provides
additional vehicles as needed,when needed
Identification of Work
GPC responds to City staff requests,app requests,hotline calls,and proactive patrols of areas
assigned by City staff. GPC meets with City staff as requested to discuss work orders,
schedules,and areas to be maintained Included,GPC provides the City its own live 800 number
with 24-hour live answering service
Assignment of Work
GPC prefers to put technicians in their own exclusive and specific City/zone Technicians that
are experts in their assigned geographic area gain efficiencies of drive time creating faster
response times;more specific knowledge of neighborhoods,"hot spots",and color matches
creating better consistency,and the technicians are more accountable for the appearance of their
City/zone creating higher quality OPC will provide the City its App-Order software and a
smartphone app equipped with the App-Order manager's app to City staff for instant and easy
communication.
r7a.lY (P('cnn,pls.ts.c all w..h.n 14 lw'...a 71..e rv..t.......l'.i....w.d.r.lw.. So
referred to as Reactive Work. Additionally,at the minimum GPC patrols and cleans target areas
such as main thoroughfares and parks listed below two times per week( uesday and Fnday)
This portion of the work plan is referred to as Proactive Work The free app exclusive for City
residents assists GPC staff in quickly identifying other graffiti within the City such as at the
beaches or on trails that can only be reached by foot_
GPC's Rancho Palos Verdes lead service technician,upon request,checks in with City staff at a
specified time to review service requests and overall operations City staff can monitor and
manage work orders via the web or on the provided manager's smartphone app
01203 0001/787954 4 A-1
GPC custom color matches all buildings to 98%or better GPC will maintain the formulas as
viell as the inventory of labeled locations.Therefore,our touch-ups will always be 100%
accurate.Our custom matches will include specific coatings and bis as needed for unique
finishes.Many buildings are rcpcatally tagged and would be damaged if quality of the removal
does not account for the repeated volume,therefore GPC takes special care to properly pop all
surfaces and then professionally apply only high quality finishes GPC does not use recycled
paint on private or city owned property since it does not meet GPC or resident expectations
Right of Way/Main Thoroughfares
A Palos Verdes Drive East from Palos Verdes Dnve North to Palos Verdes Drive South
B Palos Verdes Drive South from 25th street to Hawthorne Blvd_
C Palos Verdes Drive West from Hawthorne Blvd to Lunada Vista
D Hawthorne Blvd From Palos Verdes Dnve North to Palos Verdes Drive South
B Crest Road from Crenshaw Blvd to Hawthorne Blvd
F.Crenshaw Blvd from Sea Crest Dnve to Silver Spur Road
Q Western Ave from Pennisula Verde Dnve to Summerland Street
H Silver Spur Road from Drybank Drive to Kingsptnc Road
Fawhtics/Parks
I.Robert E Ryan Park
2.Hesse Park
3 City Hall Civic Carter
4 Point Vicente Interpretive Center
5 Del Cero Park
6 Vanderlip Park
7 Cloverchff Park
8 Abalone Cove Shoreline Park and Lookout
9 Ladera Linda Park
10 Easiview Park
Miscellaneous Areas/Trails
I Trails and beaches only accessible by foot
II Vista Point-Calle Entradero
HI Pelican Cove
IV Sacred Cove
✓ San Ramon Canyon
Vi City iralis as rogttcstcu
Additional Work and Emergencies
GPC knows from experience,the City will receive special event requests and emergency calls
GPC performs these services at no additional charge
Response Time
GPC will be available to the City 24 hours a day,365 days a year.No matter what the Holiday or
time,emergency after-hours calls will have a response time of less than 90 minutes.Emergency
number is(323)464-4472
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1) Emergencies-less than 90 minutes
2) Routine-dean immediately upon spotting graffiti
3) Citizen or City reported mcidents-less than 1 hour from notification during normal
working hours,no more than 8 working hours
Equipment to be provided within contract
GPC trucks for the City of Rancho Palos Verdes are a mix of new or late model long bed heavy-
duty pick-ups.Ail trucks are fully equipped and self-contained for all aspects of graffiti removal
Graffiti locations often require multiple techniques of hot water cleaning,chemical removal,and
painting Therefore,each of our trucks are equipped with 3,000 psi Sgpm hot water pressure
washers,water take water recovery units, 75-gpm gas powered airless paint sprayers,ladder,
baking soda blaster attachments,and pressure washer hose reels. (PC's equipment is of the
highest quality and all the trucks are specifically customized and designed for GPC graffiti
removal techniques GPC currently has all the equipment needed to fulfill this contract.
Mounted on the trucks are dual strobe lights and arrow sticks.The trucks possess a"Men
Workmg"flag sign as well as enough cones to comply with WATCH handbook requirements
inside the trucks are caution tape,respirators,first aid kits,MSDS sheets,safety equipment,and
tools for repairs
All GPC trucks for the City will always be fully equipped for all types of graffiti removal (here
will be no need or delay for additional equipment
Technology
GPC provides its App-Order system at no additional charge. GPC has spent over$1,000,000 on
its software system and has a full-time staff dedicated to software customer service for GPC
customers This electronic work order system is a green solution to work order management.The
real-time web-based software system creates tremendous efficiencies and significant cost savings
for GPC and the City The City is able to dispatch,route,and monitor work orders real-time via
the web. The technicians are able to directly submit work order number, ponce report number,
cost,surface type,street number and name,longitude and latitude,method,square footage,name
and phone number of reporter, day and time job was both created and completed, and
before/after photos with URLs etecl ronically in real-time to the City System recognizes and
records the technicians name and tracks work order response times GPC provides all software,
wet service_maintenance.and cannon at no additional Lou.
included,GPC provides the City its own branded app on the App Store and Android Marketplace
that Rancho Palos Verdes residents use to report graffiti and other issues using their
smartphone . Photos and GPS data from smartphone requests electronically feed into the wcb-
based system where itis electromcally directed to GPC field staff. A seamless web link is also
included that allows residents to submit their requests from the City's website Work orders arc
closed electronically in real-time with corresponding electronic notification of fob status sent to
the resident Features include customized electronic response to citizen requests with before and
after photographs as well as a link to an electronic survey Survey lets residents rate the quality
01203 0001/787954 4 A-3
of services provided as well as the response tune. Completed surveys are electronically sent in
real-time to designated City staff
GPC will also integrate App-Order with the City's App and Website using a real-time web
service at no additional cost
The system is role based and is user friendly City staff can pnnt current and real-time custom
reports and graphs within seconds on-line,including weekly reports.App-Order shows in real-
time open/closed work orders, response time,billing,and reports it also separates out costs for
different surfaces, technicians, methods, and zones. Billing and reports can also be exported to
excel spreadsheets in mere seconds. Law enforcement is provided passwords so they can map,
search,and track vandal activity as well as get instant and real-time billing reports and photos for
apprehended taggers.
All data collected in the work order system for this project is the property of the City GPC created
and owns the softw-are,so custom features can be easily added with no additional cost.
Staffing
The project manager for this contract will be Jesus Rodriguez.Jesus has been with GPC for 20
years.He is currently one of GPC's top rated field tcchs for the entire company,having won a
recent multistate 3-day contest against other top tier staff His standing as one of CPC's top
technician is made more impressive in that GPC is a company of highly skilled fantastic and
dedicated professionals that have established GPC as"best in class"in the graffiti removal
Industry.
Jesus speaks fluent English and Spanish The benefit of a small community such as Rancho Palos
Verdes is that almost the entire community will get to know GPC staff and will sec GPC
working diligently every day GPC staff's consistent quality,workmanship,and attention to
detail will create the highest possible standards that arc now the expectation Residents can sense
that GPC staff are seeking to make them happy and always wants to impress everyone with the
quality of their work.
The daily tech is Erick Rosales,who has been servicing the City the past 6 years and has gone
through CPC's extensive training program.
GPC has a 100-point training program for its service techs m which they rvoetve a full year of
iratrung.
01203000i/7879544 A-4
EXHIBIT "B"
SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
Added text indicated m bold italics, deleted text indicated in strip
I. Section 1.6, "Storm Water and Urban Run Off Pollution Prevention," is hereby
added as follows:
1.6 Storm Water and Urban Run Off Pollution Prevention.
The City has a Storm Water and Urban Run-off Pollution Control Ordinance codified
in Chapter 13.10 of the Municipal Code, pursuant to the Federal Water Pollution
Control Act, also known as the Clean Water Act, as amended, 33 U.S.0 §1251 et seq..
All work performed under this contract shall conform to the above referenced
Municipal Code. In addition, the Contract is required to comply with all applicable
local, state and federal clean water regulations, laws, provisions, etc. in the
performance of their work.
The Consultant shall implement applicable BMPs. The U.S. Environmental Protection
Agency defines a BMP as a "technique, measure or structural control that is used for a
given set of conditions to manage the quantity and improve the quality of storm water
runoff in the most cost- effective manner."Stormwater BMPs shall be used to control
storm water runoff,sediment control, and soil stabilization, as well as provide guidance
for management decisions to prevent or reduce nonpoint source pollution. The
Consultant shall implement all applicable BMPs and ensure that all staff are properly
trained and understand the BMPs.
Stormwater BMPs shall include, but not be limited to:
(a) Transport paint and materials to and from job sites in containers with
secure lids and tied down to the transport vehicle;
(b) Not transfer or load paint near storm drain inlets or watercourses;
(c) Test and inspect spray equipment prior to starting to paint. Tighten all
hoses and connections and not overfill paint container;
(d) Capture all clean-up water, and dispose of clean-up water properly;
(e) Not remove graffiti during a rain event;
() Protect nearby storm drain inlets prior to removing graffiti from walls,
signs, sidewalks, or other structures needing graffiti abatement. Clean up afterwards
01203 0001/787954 4 B-1
by sweeping or vacuuming thoroughly, and or by using absorbent and properly
disposing of the absorbent;
(g) Direct runoff from sand blasting and high pressure washing (with no
cleaning agents) into a landscaped or dirt area. If such an area is not available,filter
runoff;
(h) Through an appropriate filtering device (eg.filter fabric) to keep sand,
particles, and debris out of storm drains;
(i) Plug nearby storm drains and vacuum/pump wash water to the sanitary
sewer if a graffiti abatement method generates wash water containing a cleaning
compound(such as high pressure washing with a cleaning compound);and
0) Consider using a waterless and non-toxic chemical cleaning method for
graffiti removal(e.g.gels or spray compounds).
Stormwater BMPs may also include, if applicable:
(k) Plug nearby storm drain inlets prior to the start of painting where there
is significant risk of a spill reaching storm drains. Remove plugs when job is
completed.
(I) Cover nearby storm drain inlets if sand blasting is used to remove paint,
prior to starting work.
(m) Use a sander with a vacuum filter bag.
01203 0001/787954 4 B-2
EXHIBIT "C"
SCHEDULE OF COMPENSATION
I. Consultant shall perform all work at the following rates
A Consultant shall perform the Services for an annual fee of$72,000 (Seventy Two
Thousand Dollars) to be paid in flat monthly installments of $6,000 (Six
Thousand Dollars), which includes all costs related to the performance of the
Services including but not limited to matenals, equipment, and mileage The first
invoice will be submitted following the first month of Services, and all other
invoices will be submitted monthly thereafter
II. The total compensation for the Services shall not exceed the Contract Sum provided in
Section 2 1 of this Agreement
01203 0001(187954 4 C-1
EXHIBIT "D" SCHEDULE OF PERFORMANCE
Consultant shall perform all services timely in accordance with the following schedule
A. Consultant shall remove all graffiti reported on any day within 24 hours, 365 days
a year, including holidays, anywhere in the City ("Reactive Work")
B. Consultant shall schedule and dedicate a minimum of one (1) truck and one (1)
Graffiti Technician for a minimum of two (2) days per week for the City
Consultant shall proactively patrol and remove all identified and reported graffiti
during the scheduled day every Tuesday and Fnday of the week, at a minimum
("Proactive Work") Consultant shall provide additional vehicles as needed
C. Consultant shall also fulfill any additional requests from the City related to the
Services
II. Consultant shall deliver the following tangible work products to the City
A. Removal of all graffiti within the City within 24 hours of it being reported
B. Graffiti reporting telephone hotline
C. Graffiti reporting app-based portal that is integrated with the City's website and
app
D. Web based workorder submittal and tracking work request system accessible to
City Staff
E. Weekly summary report including daily logs of all reports and removals along
with photographic documentation
III. The Contract Officer may approve extensions for performance of the services in
accordance with Section 3 2
IV. Consultant will be available to the City 24 hours a day, 365 days a year, regardless of
holidays or time, at no additional cost, and will provide the following response times
A. Emergencies (i e removal of vulgar, racial, hate, pornographic images as
requested by City) Less than 90 minutes
B. During routine patrol Clean immediately upon spotting graffiti
C. Citizen or City reported incidents Less than one (1) hour from notification during
normal City operation hours No more than eight (8) hours after normal City
operation hours
01203 0001/787954 4 D-
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