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Withers & Sandgren
AMENDMENT NO. 1 TO AGREEMENT FOR CONTRACTUAL SERVICES THIS AMENDMENT TO THE AGREEMENT FOR CONTRACTUAL SERVICES ("Amendment") by and between the CITY OF RANCHO PALOS VERDES ("City") and Withers & Sandgren Ltd., a California Corporation("Contractor") is effective as of the 2 day of August, 2016. RECITALS A. City and Contractor entered into that certain Agreement for Contractual Services dated August 18, 2015 ("Agreement") whereby Contractor agreed to provide On-call design services, landscape architecture and planning(the "Services"). B. City and Contractor now desire to amend the Agreement to extend the term to June 30, 2017 (the "Amendment"). TERMS 1. Contract Changes. The Agreement is amended as provided herein. Term of Agreement.The Agreement that commenced on October 6,2015 and was intended to expire on June 30, 2016 shall be extended to June 30, 2017. Rates: Expense Reimbursement. City agrees to compensate Consultant in accordance with Consultant's Schedule of Hourly Rates, attached hereto as Exhibit "A" and incorporated herein by reference, and shall meet or exceed prevailing wage rates. The contract sum for this Amendment shall not exceed Sixty Thousand Dollars($60,000)per fiscal year for services as described in Article 1 of the Agreement. On-call services that are reimbursed by a trust deposit shall not count towards the maximum amount Consultant shall be paid for such services. The rates in Exhibit "A" shall be in effect through the end of the term of this Amendment. City will not reimburse Consultant for costs and expenses unless such costs and expenses are previously approved by City. 2. Continuing Effect of Agreement. Except as amended by this Agreement, all provisions of the Agreement shall remain unchanged and in full force and effect. From and after the date of this Amendment, whenever the term "Agreement" appears in the Agreement, it shall mean the Agreement, as amended by this Amendment to the Agreement. 3. Affirmation of Agreement; Warranty Re Absence of Defaults. City and Contractor each ratify and reaffirm each and every one of the respective rights and obligations arising under the Agreement. Each party represents and warrants to the other that there have been no written or oral modifications to the Agreement other than as provided herein. Each party - 1- 01203.0006/306833.1 represents and warrants to the other that the Agreement is currently an effective,valid,and binding obligation. Contractor represents and warrants to City that, as of the date of this Amendment, City is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement. City represents and warrants to Contractor that, as of the date of this Amendment, Contractor is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement. 4. Adequate Consideration. The parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment. 5. Authority. The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party,(iii)by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. [SIGNATURES ON FOLLOWING PAGE] -2- 01203.0006/306833.1 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 , Mayor 1 ATTEST: c \ / 113/44,4—egA , City Clerk APPROVED AS TO FORM: ALESHIRE &WYNDER, LLP 4,0,/ • ,„Q,.Geri; jr Dave Aleshire, City Attorney CONTRACTOR: Withers & Sandgren Ltd. By:/j/ :2,4 / am / r3 Title P • 1 BY: 1A.. AL..' .d.. Vf ame: Title: Address: ?0 • 170` Z7@ 'NNmn t ("Pc 9 \D2k Two corporate officer signatures required when Contractor 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.CONTRACTOR'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 CONTRACTOR'S BUSINESS ENTITY. -3- 01203.0006/306833.1 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document. STATE OF CALIFORNIA COUNTY OF LOS ANGELES 1 ce k rY4e,i On g I t q ,2016 before me, G�e(0 044,personally appeared jeer) •i dr aide /I proved to me on the basis of satisfactory evidence to be t person(s) whose names(s) is/are subscribed to t e within instrument and acknowledged to me that helshe1they executed the same in his+her/their authorized capacity(ies), and that by 14i& ier/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and o 'al seal GREG BERNARDO Commission# 2007847 Signature: a I '' NotaryPublic -California Z z Los Angeles County n My Comm.Expires Feb i 6,2017 OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT El INDIVIDUAL ❑ CORPORATE OFFICER 1J'n / 17'n/P�1CL/1?te$i1 TITLE(S) TITLE OR TYPE OF DOCUMENT ❑ PARTNER(S) El LIMITED ❑ GENERAL ❑ ATTORNEY-IN-FACT )C-01-6k El TRUSTEE(S) NUMBER OF PAGES ❑ GUARDIAN/CONSERVATOR ❑ OTHER 8411 /Z11 SIGNER IS REPRESENTING: DATE OF DOCUMENT (NAME OF PERSON(S)OR ENTITY(IES)) C_;tyC� ,- � Dart S h,'re(s4,61 Nava SIGNER(S)OTHER THAN NAMED ABOVE 01203.0006/306833.1 Exhibit A Schedule of Hourly Rates A - 1 I I HOURLY RATES & COSTS I Withers&Sandgren,Ltd. I Mail: P.O.Box 276,Montrose,CA 91021-0276 Deliveries: 20948 Tulsa Street,Chatsworth,CA 91311-1564 Phone: (818)291-0200,(818)882-3519 I Web: www.withersandsandgren.com I Principal $150.00 Water Conservation/Irrigation Specialist $135.00 Associate Landscape Architect $ 105.00 I Senior CAD Draftsperson $ 95.00 Draftsperson $ 85.00 Clerical $ 65.00 I Schedule of Costs/Reimbursable Expenses: I The schedule of Reimbursable Expenses for the Landscape Architect's"in-house"services is as follows: I Reprographics: Blueline or Blackline Prints $10.00 per 24 x 36 print CAD Plots(on mylar) $45.00 per 24 x 36 print I CAD Plots(on heavy bond) $30.00 per 24 x 36 print CAD Plots(on translucent bond) $14.00 per 24 x 36 print Plotter Color Sheets 565.00 per 24 x 36 print(graphic boards) I Digital Scan Images $30.00 per 81/2 x 11 inch original Digital Scan Images(oversize) Direct Cost(not in-house) Color Copies $1.50 per 8 1/2 x 11 inch I Color Copies B&L Laser Copies $3.00 per 11 x 17 inch $.10 per 8 1/2 x 11 inch B&L Laser Copies $ .15 per 11 x 17 inch I Specifications Package Direct Cost+ 15% Compact Disc $ 5.00 each I Delivery Services Direct Cost+ 15% Express and Priority Mail Direct Cost+ 15% I Travel Expenses: Automobile Transportation $.55 a mile I I I A - 2 , • • ON-CALL PROFESSIONAL/TECHNICAL SERVICES AGREEMENT This Agreement is made and entered into this 5thday of January, 2010 by and between the City of Rancho Palos Verdes (hereinafter referred to as the "CITY") and Withers & Sandgren LTD. (hereafter referred to as "CONSULTANT"). WHEREAS, the CITY needs to have contracts with entities who routinely provide certain professional services to the CITY so that these entities can be contacted on short notice to address urgent issues; and WHEREAS, the CITY routinely uses CONSULTANT's professional services and the CITY is generally satisfied with these services; and WHEREAS, the CITY and CONSULTANT would now like to have an on-call professional services contract with each other such that the CITY may contact CONSULTANT on short notice to address urgent issues within the scope of this Agreement. IN CONSIDERATION of the covenants hereinafter set forth, the parties hereto mutually agree as follows: ARTICLE 1 SCOPE OF SERVICES 1.1 Project Description The Project is described as on-call services as follows: Landscape Architecture and Planning services 1.2 Description of Services CONSULTANT shall perform on-call professional services, as described in CONSULTANT's Proposal and Schedule of Hourly Rates, attached hereto as Exhibit "A" and incorporated herein by this reference. Each service shall be authorized in writing by the CITY and shall include an estimate of the applicable cost of the work. 1.3 Schedule of Work Upon receipt of written Notice to Proceed from the CITY, CONSULTANT shall perform with due diligence the services requested by the CITY and agreed on by CONSULTANT. Time is of the essence in this Agreement. CONSULTANT shall not be responsible for delay, nor shall CONSULTANT be responsible for damages or be in default or deemed to be in default by reason of strikes, lockouts, accidents, or acts of God, or the failure of CITY to furnish timely information or to approve or disapprove CONSULTANT's work promptly, or delay or faulty performance by CITY, other consultants/contractors, or governmental agencies, or any other delays beyond CONSULTANT's control or without CONSULTANT's fault. ARTICLE 2 COMPENSATION 2.1 Fee (a) CITY agrees to compensate CONSULTANT an amount not to exceed sixty thousand dollars($60,000)per fiscal year for services as described in Article 1, and not to exceed twenty-five thousand dollars ($25,000) for a single service. On-call services which are reimbursed by a trust deposit shall not count towards the maximum amounts. CONSULTANT shall be paid for such services in accordance with CONSULTANT's Proposal and Schedule of Hourly Rates attached hereto as Exhibit"A." The hourly rates in Exhibit "A" shall be in effect through the end of this Agreement. (b) CITY may request additional specified work under this Agreement. All such work must be authorized in writing by the Director of Public Works prior to commencement. CONSULTANT shall be paid for such additional services in accordance with CONSULTANT's Proposal and Schedule of Hourly Rates, attached hereto as Exhibit "A." 2.2 Payment Address All payments due CONSULTANT shall be paid to: Vendor Withers & Sandgren Address P.O. Box 276 City & State, Zip Montrose, CA 91021 2.3 Terms of Compensation CONSULTANT will submit invoices monthly for the work completed in the previous month. CITY agrees to authorize payment for all undisputed invoice amounts within thirty(30) days of receipt of the invoice. CITY agrees to use its best efforts to notify CONSULTANT of any disputed invoice within ten (10) days of the receipt of each invoice. However, CITY's failure to timely notify CONSULTANT of a disputed amount shall not be deemed a waiver of CITY's right to challenge such amount. Additionally, in the event CITY fails to pay any undisputed amounts due CONSULTANT within forty-five (45) days after invoices are received by CITY, then CITY agrees that CONSULTANT shall have the right to consider said default a total breach of this Agreement and be terminated by CONSULTANT without liability to CONSULTANT upon ten (10) working days advance written notice. . 2.4 Term of Agreement This Agreement shall commence on the date and year first written above and shall terminate exactly three (3) years after that date, unless renewed in writing. ARTICLE 3 INDEMNIFICATION AND INSURANCE 3.1 Indemnification CONSULTANT will defend, indemnify and hold harmless CITY and its officials, officers, employees, agents and volunteers free and harmless from all tort liability, including liability for claims, suits, actions, expenses or costs of any kind, whether actual, alleged or threatened, actual attorneys' fees, experts' fees, or court costs incurred by the CITY, arising out of or in any way connected with, in whole or in part, the acts or omissions or willful misconduct of CONSULTANT or any of CONSULTANT's officers, agents, employees or contractors in the performance of this Agreement. This includes but is not limited to claims, suits and liabilities for bodily injury, death or property damage to any individual or entity, including officers, agents, employees or contractors of the CONSULTANT. The provisions of this paragraph shall not apply to claims to the extent arising out of the sole negligence or willful misconduct of the CITY and its officials, officers, employees, agents and volunteers. In addition to the foregoing, CONSULTANT shall indemnify, defend and hold free and harmless the CITY and the CITY's officials, officers, employees, agents and volunteers from and against any and all losses, liabilities, damages, costs and expenses, including reasonable attorneys' fees, experts' fees, and costs to the extent the same are caused by negligence or willful misconduct of the CONSULTANT, or any of the CONSULTANT's officials, officers, agents, employees or volunteers, in the performance of professional services pursuant to this Agreement. 3.2 General Liability CONSULTANT shall at all times during the term of the Agreement carry, maintain, and keep in full force and effect, a policy or policies of Commercial General Liability Insurance, with minimum limits of one million dollars ($1,000,000) for each occurrence and two million dollars ($2,000,000)general aggregate for bodily injury, death, loss or property damage for products or completed operations and any and all other activities undertaken by CONSULTANT in the performance of this Agreement. Said policy or policies shall be issued by an insurer admitted to do business in the State of California and rated in A.M. Best's Insurance Guide with a rating of A:VII or better. , 1 3.3 Professional Liability CONSULTANT shall at all times during the term of this Agreement, carry, maintain, and keep in full force and effect a policy or policies of professional liability insurance with a minimum limit of one million dollars($1,000,000)per claim and aggregate for errors and/or omissions of CONSULTANT in the performance of this Agreement. Said policy or policies shall be issued by an insurer admitted to do business in the State of California and rated in Best's Insurance Guide with a rating of A VII or better. If a "claims made" policy is provided, such policy shall be maintained in effect from the date of performance of work or services on the CITY's behalf until three (3) years after the date of work or services are accepted as completed. Coverage for the post-completion period may be provided by renewal or replacement of the policy for each of the three (3) years or by a three-year extended reporting period endorsement, which reinstates all limits for the extended reporting period. If any such policy and/or policies have a retroactive date, that date shall be no later than the date of first performance of work or services on behalf of the CITY. Renewal or replacement policies shall not allow for any advancement of such retroactive date. 3.4 Automobile Liability CONSULTANT shall at all times during the term of this Agreement obtain, maintain, and keep in full force and effect, a policy or policies of Automobile Liability Insurance, with minimum of one million dollars($1,000,000) per claim and occurrence and two million dollars ($2,000,000) in the aggregate for bodily injuries or death of one person and $500,000 for property damage arising from one incident. 3.5 Worker's Compensation CONSULTANT agrees to maintain in force at all times during the performance of work under this Agreement worker's compensation insurance as required by the law. CONSULTANT shall require any subcontractor similarly to provide such compensation insurance for their respective employees. 3.6 Notice of Cancellation A. All insurance policies shall provide that the insurance coverage shall not be cancelled by the insurance carrier without thirty (30) days prior written notice to CITY. CONSULTANT agrees that it will not cancel or reduce said insurance coverage. B. CONSULTANT agrees that if it does not keep the aforesaid insurance in full force and effect, CITY may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, CITY may take out the necessary insurance and pay, at CONSULTANT's expense, the premium thereon. 1 i 3.7 Certificate of Insurance At all times during the term of this Agreement, CONSULTANT shall maintain on file with the CITY Clerk a certificate of insurance showing that the aforesaid policies are in effect in the required amounts. The commercial general liability shall contain endorsements naming the CITY, its officers, agents and employees as additional insured. 3.8 Primary Coverage The insurance provided by CONSULTANT shall be primary to any coverage available to CITY. The insurance policies (other than workers compensation and professional liability) shall include provisions for waiver of subrogation. ARTICLE 4 TERMINATION 4.1 Termination of Agreement (a) This Agreement may be terminated at any time, with or without cause, by the CITY upon thirty(30)days prior written notice or by CONSULTANT upon ninety(90) days prior written notice. Notice shall be deemed served if completed in compliance with Article 6.13. (b) In the event of termination or cancellation of this Agreement by CONSULTANT or CITY, due to no fault or failure of performance by CONSULTANT, CONSULTANT shall be paid compensation for all services performed by CONSULTANT, in an amount to be determined as follows:for work satisfactorily done in accordance with all of the terms and provisions of this Agreement, CONSULTANT shall be paid an amount equal to the percentage of services performed prior to the effective date of termination or cancellation in accordance with the work items; provided, in no event shall the amount of money paid under the foregoing provisions of this paragraph exceed the amount which would have been paid to CONSULTANT for the full performance of the services described in Article 2.1. ARTICLE 5 OWNERSHIP OF DOCUMENTS 5.1 Ownership of Documents and Work Product All documents, plans, specifications, reports, photographs, images,video files and media created or developed by CONSULTANT pursuant to this Agreement ("Written Products")shall be and remain the property of the CITY without restriction or limitation upon its use, duplication or dissemination by the CITY. All Written Products shall be considered "works made for hire," and all Written Products and any and all intellectual property rights arising from their creation, including, but not limited to, all copyrights and other proprietary • other proprietary rights, shall be and remain the property of the CITY without restriction or limitation upon their use, duplication or dissemination by the CITY. CONSULTANT shall not obtain or attempt to obtain copyright protection as to any Written Products. CONSULTANT hereby assigns to the CITY all ownership and any and all intellectual property rights to the Written Products that are not otherwise vested in the CITY pursuant to the paragraph directly above this one. CONSULTANT warrants and represents that it has secured all necessary licenses, consents or approvals to use any instrumentality, thing or component as to which any intellectual property right exists, including computer software, used in the rendering of the services and the production of all Written Products produced under this Agreement, and that the CITY has full legal title to and the right to reproduce the Written Products. CONSULTANT shall defend, indemnify and hold the CITY, and its elected officials,officers, employees, servants, attorneys, designated volunteers, and agents serving as independent contractors in the role of CITY officials, harmless from any loss, claim or liability in any way related to a claim that CITY's use of any of the Written Products is violating federal, state or local laws, or any contractual provisions, or any laws relating to trade names, licenses, franchises, copyrights, patents or other means of protecting intellectual property rights and/or interests in products or inventions. CONSULTANT shall bear all costs arising from the use of patented, copyrighted, trade secret or trademarked documents, materials, equipment, devices or processes in connection with its provision of the services and Written Products produced under this Agreement. In the event the use of any of the Written Products or other deliverables hereunder by the CITY is held to constitute an infringement and the use of any of the same is enjoined, CONSULTANT, at its expense, shall: (a)secure for CITY the right to continue using the Written Products and other deliverables by suspension of any injunction, or by procuring a license or licenses for CITY; or (b) modify the Written Products and other deliverables so that they become non-infringing while remaining in compliance with the requirements of this Agreement. This covenant shall survive the termination of this Agreement. Upon termination, abandonment or suspension of the Project, the CONSULTANT shall deliver to the CITY all Written Products and other deliverables related to the Project. If CONSULTANT prepares a document on a computer, CONSULTANT shall provide CITY with said document both in a printed format and in an acceptable electronic format. ARTICLE 6 GENERAL PROVISIONS 6.1 Representation A CITY representative shall be the Director of Public Works or his or her designee, and a CONSULTANT representative shall be designated by CONSULTANT as the primary contact person for each party regarding performance of this Agreement. 6.2 Fair Employment Practices/Equal Opportunity Acts In the performance of this Agreement, CONSULTANT shall comply with all applicable provisions of the California Fair Employment Practices Act (California Government Code Sections 12940-48)and the applicable equal employment provisions of the Civil Rights Act of 1964(42 U.S.C. 200e-217), and the Americans with Disabilities Act of 1992 (42 U.S.C. § 11200, et seq.). 6.3 Personnel CONSULTANT represents that it has, or shall secure at its own expense, all personnel required to perform CONSULTANT's services under this Agreement. Any person who performs engineering services pursuant to this Agreement shall be licensed as a Civil Engineer by the State of California and in good standing. CONSULTANT shall make reasonable efforts to maintain the continuity of CONSULTANT's staff who are assigned to perform the services hereunder and shall obtain the approval of the Director of Public Works of all proposed staff members who will perform such services. CONSULTANT may associate with or employ associates or subcontractors in the performance of its services under this Agreement, but at all times shall be responsible for their services. 6.4 Conflicts of Interest CONSULTANT agrees not to accept any employment or representation during the term of this Agreement or within twelve(12) months after completion of the work under this Agreement which is or may likely make CONSULTANT "financially interested" (as provided in California Government Code Sections 1090 and 87100) in any decisions made by CITY on any matter in connection with which CONSULTANT has been retained pursuant to this Agreement. 6.5 Legal Action (a) Should either party to this Agreement bring legal action against the other, the validity, interpretation, and performance of this Agreement shall be controlled by and construed under the laws of the State of California, excluding California's choice of law rules. Venue for any such action relating to this Agreement shall be in the Los Angeles County Superior Court. (b) If any legal action or other proceeding, including action for declaratory relief, is brought for the enforcement of this Agreement or because of an alleged dispute, breach, default or misrepresentation in connection with this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees, experts' fees, and other costs, in addition to any other relief to which the party may be entitled. (c) Should any legal action about a project between CITY and a party other than CONSULTANT require the testimony of CONSULTANT when there is no allegation that CONSULTANT was negligent, CITY shall compensate CONSULTANT for its testimony and preparation to testify at the hourly rates in effect at the time of such testimony. 6.6 Assignment Neither this Agreement nor any part thereof shall be assigned by CONSULTANT without the prior written consent of the CITY. Any such purported assignment without written consent shall be null and void, and CONSULTANT shall hold harmless, defend and indemnify the CITY and its officers, officials, employees, agents and representatives with respect to any claim, demand or action arising from any unauthorized assignment. Notwithstanding the above, CONSULTANT may use the services of persons and entities not in CONSULTANT's direct employ, when it is appropriate and customary to do so. Such persons and entities include, but are not necessarily limited to, surveyors, specialized consultants, and testing laboratories. CONSULTANT's use of subcontractors for additional services shall not be unreasonably restricted by the CITY provided CONSULTANT notifies the CITY in advance. 6.7 Independent Contractor CONSULTANT is and shall at all times remain, as to the CITY, a wholly independent contractor. Neither the CITY nor any of its agents shall have control over the conduct of CONSULTANT or any of the CONSULTANT's employees, except as herein set forth, and CONSULTANT is free to dispose of all portions of its time and activities which it is not obligated to devote to the CITY in such a manner and to such persons, firms, or corporations at the CONSULTANT wishes except as expressly provided in this Agreement. CONSULTANT shall have no power to incur any debt, obligation, or liability on behalf of the CITY or otherwise act on behalf of the CITY as an agent. CONSULTANT shall not, at any time or in any manner, represent that it or any of its agents, servants or employees, are in any manner agents, servants or employees of CITY. CONSULTANT agrees to pay all required taxes on amounts paid to CONSULTANT under this Agreement, and to indemnify and hold the CITY harmless from any and all taxes, assessments, penalties, and interest asserted against the CITY by reason of the independent contractor relationship created by this Agreement. CONSULTANT shall fully comply with the workers' compensation law regarding CONSULTANT and its employees. CONSULTANT further agrees to indemnify and hold the CITY harmless from any failure of CONSULTANT to comply with applicable workers' compensation laws. The CITY shall have the right to offset against the amount of any fees due to CONSULTANT under this Agreement any amount due to the CITY from CONSULTANT as a result of its failure to promptly pay to the CITY any reimbursement or indemnification arising under this Article. 6.8 Titles The titles used in this Agreement are for general reference only and are not part of the Agreement. 6.9 Entire Agreement This Agreement, including any other documents incorporated herein by specific reference, represents the entire and integrated agreement between CITY and CONSULTANT and supersedes all prior negotiations, representations or agreements,either written or oral. This Agreement may be modified or amended, or provisions or breach may be waived, only by subsequent written agreement signed by both parties. 6.10 Construction In the event of any asserted ambiguity in, or dispute regarding the interpretation of any matter herein,the interpretation of this Agreement shall not be resolved by any rules of interpretation providing for interpretation against the party who causes the uncertainty to exist or against the party who drafted the Agreement or who drafted that portion of the Agreement. 6.11 Non-Waiver of Terms, Rights and Remedies Waiver by either party of any one or more of the conditions of performance under this Agreement shall not be a waiver of any other condition of performance under this Agreement. In no event shall the making by the CITY of any payment to CONSULTANT constitute or be construed as a waiver by the CITY of any breach of covenant,or any default which may then exist on the part of CONSULTANT, and the making of any such payment by the CITY shall in no way impair or prejudice any right or remedy available to the CITY with regard to such breach or default. 6.12 Severability If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 6.13 Notice Except as otherwise required by law, any notice, request, direction, demand, consent, waiver, approval or other communication required or permitted to be given hereunder shall not be effective unless it is given in writing and shall be delivered (a) in person or (b) by certified mail, postage prepaid, and addressed to the parties at the addresses stated below, or at such other address as either party may hereafter notify the other in writing as aforementioned: 1 To CITY: Responsible Person: Ray Holland, Director of Public Works City of Rancho Palos Verdes 30940 Hawthorne Blvd. Rancho Palos Verdes, CA 90275 To CONSULTANT: Responsible Person: Lacey Withers Vendor Withers & Sandgren Ltd. Address P.O. Box 276 City & State, Zip Montrose, CA 91021 A party may change its address by giving written notice to the other party.Thereafter, any notice or other communication shall be addressed and transmitted to the new address. If sent by mail, any notice, tender, demand, delivery or other communication shall be deemed effective three (3) business days after it has been deposited in the United States mail. For purposes of communicating these time frames, weekends and federal, state, religious, County of Los Angeles or CITY holidays shall be excluded. No communication via facsimile or electronic mail shall be effective to give any such notice or other communication hereunder. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first above written. 0Y4Ce..c.„, Dated: January 5, 2010Or / CO ULTANT BY: BY: Dated: January 5, 2010 CITY OF RANCHO PALOS VERDES A Municipal Corporation i 4 ' OR ATTEST: CITY CLERK D 1 , d, TY 63Dln . i l • CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT ti ' State of Califo is P 9 1• County of i _ ?1 d. C • I On � — b= eme, , -SPI' ' ___ I g.. t r _ 11 - 9 Date Here Insert Name:nd tie of the 0 lc- 0 (:, personally appeared _ Oei (,t ,jkvô Name(s)of Signer(s) l / , C whoroved to me on the basis of satisfactory rY • evidence to be the persons whose name(is/ase ;1 subscribed to the within instrument and acknowledged 9 C to me that he/she/try executed the same in C Ng/her/their— authorized ca aci and that by P tY(� IA/her/their signature..s'' on the instrument the 1 r personks), or the entity upon behalf of which the person acted, executed the instrument. 9 certify under PENALTY OF PERJURY under the P ( '40111 Y , 1 NOWlaws of the State of California that the foregoing r •, 1 ,I Notary. g g 11 - paragraph is true and correct. 4 � �,/ Los County 9 I$A IL,.iv.ir qp 141Ppg=rnrtiqpipoireirivip jt.Niko Jul'.2011 .) WITNESS my - d and official seal. ( '� c , c I' Signature: ....I— - —•o t - - , Place Notary Seal and/or Stamp Above Signature of Notary Public ] OPTIONAL P. • Though the information below is not required by law, it may prove valuable to persons relying on the document 1 and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document o ,i rA Title or Type of Document. �A _ OA3 tvCr 0,., U '' Document Date: / - 9 D / D Number of Pages: a7, 9' r_ 9 • Signer(s) Other Than Named Above: 1 • Capacity(ies) Claimed by Signer(s) 1 91 Signer's Name: Signer's Name: 9 ❑ Corporate Officer—Title(s): El Corporate Officer—Title(s): C P ElIndividual RIGHT THUMBPRINT El Individual RIGHT THUMBPRINT t OF SIGNER OF SIGNER 9 • ❑ Partner—❑Limited ❑General Top of thu, • here El Partner—❑ Limited El General Top of thumb here r� El Attorney in Fact D Attorney in Fact ' < ❑ Trustee ❑Trustee ;1 . • ❑ Guardian or Conservator ❑Guardian or Conservator • 1, ❑ Other: ❑Other: - ,1 t,, r___ ( 9 Signer Is Representing. Signer Is Representing: p, 0Corporate O •\;• •�: •\_, • •._,• •\_.\_• • • \_. •\_.•_, •\_,•\_,•\._,•\_,• • •\__•, — ©2008 National Notary Association•9350 De Soto Ave.,P.O.Box 2402•Chatsworth,CA 91313-2402•www.NationalNotary.org Item#5907 Reorder:Call Toll-Free 1-800-876-6827 l Exhibit "A": Consultant's Proposal and Schedule of Hourly Rates Landscape architecture and planning services including preparation of plans, specifications and cost estimate. HOURLY RATES & COSTS Withers & Sandgren, Ltd . Mail : P. O. Box 276, Montrose, CA 91021-0276 Deliveries: 20948 Tulsa Street, Chatsworth, CA 91311-1564 Phone: (818) 291-0200, (818) 882-3519 Fax: (818) 882-8394 Web: www. withersandsandgren. com Principal $150 . 00 Water Conservation/Irrigation Specialist $135 . 00 Associate Landscape Architect $ 105 . 00 Senior CAD Draftsperson $ 95 . 00 Draftsperson $ 85 . 00 Clerical $ 65 . 00 Schedule of Costs/Reimbursable Expenses: The schedule of Reimbursable Expenses for the Landscape Architect' s "in-house" services is as follows : Reprographics : Blueline or Blackline Prints $10 . 00 per 24 x 36 print CAD Plots (on mylar) $45 . 00 per 24 x 36 print CAD Plots (on heavy bond) $30 . 00 per 24 x 36 print CAD Plots (on translucent bond) $24 . 00 per 24 x 36 print Plotter Color Sheets $65 . 00 per 24 x 36 print (graphic boards) Digital Scan Images $30 . 00 per 81/2 x 11 inch original Digital Scan Images (oversize) Direct Cost (not in- house) n- house) Color Copies $1 . 50 per 8 1/2 x 11 inch Color Copies $3 . 00 per 11 x 17 inch B & L Laser Copies $ . 10 per 8 1/2 x 11 inch B & L Laser Copies $ . 15 per 11 x 17 inch Specifications Package Direct Cost + 15% Compact Disc $ 5 . 00 each Delivery Services Direct Cost + 15% Express and Priority Mail Direct Cost + 15%