Sunbeam Solar Technologies Inc dba Sunbeam Consulting - FY2016-005-02 AMENDMENT NO. 2
TO AGREEMENT FOR CONTRACTUAL SERVICES
THIS AMENDMENT NO. 2 TO THE AGREEMENT FOR CONTRACTUAL
SERVICES(`Amendment No 2")by and between the CITY OF RANCHO PALOS VERDES,
a California municipal corporation("City")and SUNBEAM SOLAR TECHNOLOGIES,INC.,
dba SUNBEAM CONSULTING,a California corporation("Consultant"), is effective as of July
1, 2022
RECITALS
A City and Consultant entered mto that certain Agreement for Contractual Services
dated June 7, 2016 (" Agreement") whereby Consultant agreed to provide pavement stnpmg and
marking inspection services until June 7, 2019, for an annual not-to-exceed amount of$13,216
and a Contract Sum of$39,648
B On June 8, 2019, City and Consultant entered into Amendment No 1 to the
Agreement to extend the term of the Agreement through June 30, 2022 and mcrease the Contract
Sum by $39,648 to $79,296
C Based on the continuing need for services,City and Consultant now desire to amend
the Agreement by this Amendment No 2 to the Agreement, City and Consultant agree to extend
the Agreement by one year through June 30, 2023 for additional compensation not-to-exceed
$25,000 for a new Contract Sum of$104,296
TERMS
1 Contract Changes The Agreement, as amended, is further amended as provided
hereinafter (Deleted text is mdicated in staketkeugh& added text in bold& italics)
a. Section 2.1, Contract Sum,is amended to read:
"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 mcorporated herein by this reference The total compensation
including reimbursement for actual expenses, shall not exceed $104,296 (One Hundred
Four Thousand Two Hundred Ninety Six Dollars) ,
. - ... •. : •. : - - - .. .. • : ` : : • (the "Contract Sum"), unless additional
compensation is approved pursuant to Section 1 8 "
b. Section 3.4,Term is hereby amended to read:
"3 4 Term Unless earlier terminated m accordance with Article 7 of this agreement, this
Agreement shall continue in full force and effect until June 30,2023Jt ne 30,2022,except
as otherwise provided m the Schedule of Performance(Exhibit"D" )"
01203 0006/796746 1
c. Section V.of Exhibit"A", Scope of Services,is hereby amended to read:
"V Consultant will utilize the following personnel to accomplish the Services:
A Joe Van der Linden, Construction Inspector
B. Marc Reyes"
d. Section I. of Exhibit"C:" Schedule of Compensation,is hereby amended to
read:
"I Consultant shall perform the following tasks at the following rates
RATE TIME SUB-BUDGET
A Inspection Services 16/17 $112/Hr 118 Hrs $13,216
Inspection Services 17/18 $112/Hr 118 Hrs $13,216
Inspection Services 18/19 $112/Hr 118 Hrs $13,216
Inspection Services 19/20 $112/Hr 118 Hrs $13,216
Inspection Services 20/21 $112/Hr 118 Hrs $13,216
Inspection Services 21/22 $112/Hr 118 I-Irs $13,216
Inspection Services 22/23 $112/Hr 223 Hrs. $25,000
TOTAL SERVICES $104,296$79,296$"
e. Section I. Of Exhibit "D", Schedule of Performance, is hereby amended to
read:
"I Consultant shall perform all Services timely in accordance with the schedule to be
developed by Consultant and subject to the wntten approval of the Contract Officer and
the City Attorney's office
A Consultant is allowed 118 field inspection hours in each fiscal year
including FY 2016-2017, 2017-18, FY 2018-19,FY 2019-2020, FY 2020-2021,awl FY
2021-2022, and 223 field inspection hours in FY 2022-2023.
01203 0006/796746 1 -2-
Projected Hours
2016- 2017- 2018- 2019- 2020- 2021- 2022- Total
2017 2018 2019 2020 2021 2022 2023
•
Inspection 118 118 118 118 118 118 223 931 7082
2 Continumg Effect of Agreement.Except as amended by Amendments Nos 1 and
2, all provisions of the Agreement shall remain unchanged and in full force and effect From and
after the date of this Amendment No 2,whenever the term"Agreement"appears in the Agreement,
it shall mean the Agreement, as amended by Amendments Nos 1 and 2 to the Agreement
3 Affirmation of Agreement; Warranty Re Absence of Defaults. City and
Consultant each ratify and reaffirm each one of the respective nghts and obligations ansmg under
the Agreement Each party represents and warrants to the other that there have been no wntten or
oral modifications to the Agreement other than as provided herem Each party represents and
warrants to the other that the Agreement is currently an effective, valid, and binding obligation
Consultant represents and warrants to City that, as of the date of this Amendment No 2,
City is not m default of any matenal term of the Agreement and that there have been no events
that, with the passmg of time or the giving of notice, or both, would constitute a matenal default
under the Agreement
City represents and warrants to Consultant that, as of the date of this Amendment No 2,
Consultant is not m default of any matenal term of the Agreement and that there have been no
events that, with the passing of time or the givmg 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 No 2
5 Authority The persons executing this Amendment No 2 on behalf of the
parties hereto warrant that(i)such party is duly orgamzed and existing,(ii)they are duly authorized
to execute and deliver this Amendment No 2 on behalf of said party, (iii) by so executing this
Amendment No 2, such party is formally bound to the provisions of this Amendment No 2, and
(iv)the entenng into this Amendment No 2 does not violate any provision of any other agreement
to which said party is bound
[SIGNATURES ON THE FOLLOWING PAGE]
01203 0006/796746 1 -3-
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
and year first-above written
CITY
CITY OF RANCHO PALOS VERDES, a
municipal corporation
44-414.41.0! %.473 ,AL- 1 .; AC le,irt./
David , Bradley, Mayo
ATTEST
ate_
eresa 4aoka, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
X
William W W er, City Attorney
CONSULTANT
SUNBEAM SOLAR TECHNOLOGIES,
INC dba SUNBEAM CONSULTING a
Cahformaoration
By ru 0 co
N. , e Alan Braatvedt
►�e President
By / /
irrri a Charles Stephan
Title Secretary
Address 1817 Josie Avenue
Long Beach, CA 90815
Two corporate officer signatures required when Consultant is a corporation,with one signature required from
each of the following groups 1)Chairman of the Board,President or any Vice President,and 2)Secretary,any
Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT'S SIGNATURES
SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS
MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR
REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY.
01203 0006/796746 1 -4-
L-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
Tennessee
STATE OF
ILV10A
COUNTY OF
On June 13 ,2022 before me,'pure„C- Feriptor,,personally appeared Alai, Q raa4vedt,proved to me on the
basis of satisfactory evidence to be the person(s) whose names(s) is/are subscnbed to the within mstrument and
acknowledged to me that he/she/they executed the same in his/her/their authonzed 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 mstrument
Tennessee
I certify under PENALTY OF PERJURY under the laws of the Statgig0W+Ompaa4hat the foregoing paragraph is true
and correct `� ••�•....TH,cii,,�
WITNESS my hand and official seal = TATE F••S�„Y
TENNESSEE t
NOTARY iZ
Signature w,4ok. vvG�`w 7Pugh
1g
, 1,0,
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lorg O
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❑ INDIVIDUAL
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TITLE OR TYPE OF DOCUMENT
TITLE(S)
❑ PARTNER(S) ❑ LIMITED
❑ GENERAL NUMBER OF PAGES
❑ ATTORNEY-IN-FACT
❑ TRUSTEE(S)
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❑ OTHER DATE OF DOCUMENT
SIGNER IS REPRESENTING-
(NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE
01203 0006/796746 1 5
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
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document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document
STATE OF CALIFORNIA
ORANGE
COUNTY OF LO3 ANCELE3 D 4.
NOWerttitiC
On,�INE ISO,2022 before me DAV1O 3 L*L pe ally appearedCiestES SIB:mu,proved to me on the
basis of satisfactory evidence to be the person( whose names® is/e'e subscribed to the within instrument and
acknowledged to me that he/site/they executed the same in his/hcilt 01r authorized capacity(tes), and that by
his/lhei/their signature® on the instrument the persons , or the entity upon behalf of which the person® acted,
executed the instrument
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true
and correct
WITNESS my hand and official seal cpja
J LEE
MO111R1 tn
PMC GWFOR IA W
1'w, ORJi 3E COUNTYSignature �` / W Cow.fp Jur to 2023"
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CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
❑ INDIVIDUAL
❑ CORPORATE OFFICER
TITLE OR TYPE OF DOCUMENT
TITLE(S)
O PARTNER(S) 0 LIMITED
❑ GENERAL NUMBER OF PAGES
❑ ATTORNEY-IN-FACT
❑ TRUSTEE(S)
❑ GUARDIAN/CONSERVATOR
❑ OTHER DATE OF DOCUMENT
SIGNER IS REPRESENTING:
(NAME OF PERSON(S)OR ENTTTY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE
01203 0006/796746 1 5
AMENDMENT NO. 1
TO AGREEMENT FOR CONTRACTUAL SERVICES
THIS AMENDMENT NO. 1 TO THE AGREEMENT FOR CONTRACTUAL
SERVICES("Amendment No. 1")by and between the CITY OF RANCHO PALOS VERDES,a
California municipal corporation("City")and SUNBEAM SOLAR TECHNOLOGIES,INC.,dba
SUNBEAM CONSULTING,a California corporation("Consultant")is effective as of the 8th day
of June, 2019.
RECITALS
A. City and Consultant entered into that certain Agreement for Contractual Services
dated June 7, 2016 ("Agreement") whereby Consultant agreed to provide pavement striping,
marking,and inspection services until June 7,2019,for an annual not-to-exceed amount of$13,216
and a Contract Sum of$39,648.
B. City and Consultant now desire to amend the Agreement to extend the term of the
Agreement through June 30, 2022, and increase the Contract Sum to $79,296.
TERMS
1. Contract Changes.The Agreement is amended as provided herein. Deleted text is
indicated in st iletlreugh and added text in bold italics.
a. Section 2.1, Contract Sum, is hereby amended to read:
"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 here to as Exhibit"C"and incorporated herein by this reference. The total
compensation, including reimbursement for actual expenses, shall not exceed
$79,296 (Seventy Nine Thousand, Two Hundred and Ninety Six Hundred
Dollars) . - . - . . ., . - - _ . . .. . •,;- '.!!) (the
"Contract Sum"), unless additional compensation is approved pursuant to Section
1.8."
b. Section 3.4,Term, is hereby amended to read:
"3.4 Term.Unless earlier terminated in accordance with Article 7 of this Agreement,
this Agreement shall continue in full force and effect until June 30,2022eeffiftletien
- - - _ - - -., - - - -- - -- - , except as
otherwise provided in the Schedule of Performance (Exhibit"D")."
c. Section I.of Exhibit"C",Schedule of Compensation,is hereby amended
to read:
"I. Consultant shall perform the following tasks at the following rates:
RATE TIME SUB-BUDGET
A. Inspection Services 16/17 $112/Hr 118 Hrs. $13,216
Inspection Services 17/18 $112/Hr 118 Hrs. $13,216
Inspection Services 18/19 $112/Hr 118 Hrs. $13,216
Inspection Services 19/20 $112/Hr 118 Hrs. $13,216
Inspection Services 20/21 $112/Hr 118 Hrs. $13,216
Inspection Services 21/22 $112/Hr 118 Hrs. $13,216
TOTAL SERVICES $79,296$39,
d. Section I. of Exhibit"D",Schedule of Performance,is hereby amended
to read:
"I.Consultant shall perform all Services timely in accordance with the schedule
to be developed by Consultant and subject to the written approval of the
Contract Officer and the City Attorney's office.
A. Consultant is allowed 118 field inspection hours in each fiscal year
including: FY 2016-2017,2017-18,and-FY 2018-19,FY 2019-2020,FY 2020-2021,
and FY 2021-2022.
Projected Hours
2016-17 2017-18 2018-19 2019- 2020- 2021- Total
2020 2021 2022
Inspection 118 118 118 118 118 118 708354"
2. Continuing Effect of Agreement. Except as amended by Amendments No. 1, all
provisions of the Agreement shall remain unchanged and in full force and effect.From and after the
date of this Amendment No. 1,whenever the term"Agreement"appears in the Agreement, it shall
mean the Agreement, as amended by Amendments No. 1 to the Agreement.
3. Affirmation of Agreement; Warranty Re Absence of Defaults. City and
Consultant each ratify and reaffirm each and every one of the respective rights and obligations
arising under the Agreement.Each party represents and warrants to the other that there have been no
written or oral modifications to the Agreement other than as provided herein.Each party represents
and warrants to the other that the Agreement is currently an effective,valid,and binding obligation.
Consultant represents and warrants to City that,as of the date of this Amendment No. 1,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.
01203.0006/560914.1 -2-
City represents and warrants to Consultant that, as of the date of this Amendment No. 1,
Consultant is not in default of any material term of the Agreement and that there have been no events
that, with the passing of time or the giving of notice, or both, would constitute a material default
under the Agreement.
4. Adequate Consideration.The parties hereto irrevocably stipulate and agree that they
have each received adequate and independent consideration for the performance of the obligations
they have undertaken pursuant to this Amendment No. 1.
5. Authority. The persons executing this Amendment No. 1 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 Amendment No. 1 on behalf of said party, (iii) by so executing this
Amendment No. 1,such party is formally bound to the provisions of this Amendment No. 1,and(iv)
the entering into this Amendment No. 1 does not violate any provision of any other agreement to
which said party is bound.
[SIGNATURES ON FOLLOWING PAGE]
01203.0006/560914.1 -3-
IN WITNESS WHEREOF,the parties hereto have executed this Agreement on the date
and year first-above written.
CITY:
CITY OF RANCHO PALOS VERDES, a
municipal corporation
Jcrry V. Duhovic, Mayor
ATTEST: Doig WtIIgo oye, Gly Manager
m1 y Colborn, City L; ,h
7
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
William W. Wyn , City Attorney
CONSULTANT:
SUNBEAM SOLAR TECHNOLOGIES,
INC., dba SUNBEAM CONSULTING,a
California c oration
By: o us
Name: ALA" ZfZ4ATveWr'
Tit t*epeH;
By:
me: C V
Title: �o_.(f'
Address: 1817 Josie Avenue
Long Beach, CA 90815
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.
01203.0006/560914.1 -4-
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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 Orange }
LI
On i?vt jt, S ,2019 before me, Joseph Anson Biehn, Notary Public ,
// (Here insert name and title of the officer)
personally appeared (- A-li S) ,4 g , ,
who proved to me on the basis of satisfactory evidence to be the person(s)-whose
names)- is/are subscribed to the within instrument and acknowledged to me that
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which the personjs)) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that
the foregoing paragraph is true and correct.
WITNESS my hand and official seal. , Y SpJdof'pS JOSEPH Al"So\ BIEIL\
HI Co�t+t.#2159613 'n
r ,, , o NOTARY PLBLIC-CALIFOR\IA N
c,,. ORANGE COUNTY
«aa�' SiY COMM.F.%P.JULY IS,2020''
Nota
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STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On�� ,2019 before me,��jp� V personally appeared Aim Foo t ,proved to me on the
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,�t >2`4 Los Angeles County
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01203.0006/560914.1
CONTRACT SERVICES AGREEMENT
By and Between
CITY OF RANCHO PALOS VERDES
and
SUNBEAM CONSULTING
for
INSPECTION SERVICES FOR PAVEMENT STRIPING AND MARKING
MAINTENANCE CONTRACT FISCAL YEAR 2016-17,2017-8,2018-19
- 1 -
AGREEMENT FOR CONTRACT SERVICES
BETWEEN THE CITY OF RANCHO PALOS VERDES AND
SUNBEAM CONSULTING
THIS AGREEMENT FOR CONTRACT'SERVICES (herein "Agreement") is made and entered
into this 7th day of June, 2016 by and between the City of Rancho Palos Verdes, a California municipal
corporation ("City") and SunBeam Consulting ("Consultant"). City and Consultant are sometimes
hereinafter individually referred to as"Party"and hereinafter collectively referred to as the"Parties".
RECITALS
A. City has sought, by issuance of a Request for Proposals or Invitation for Bids, the
performance of the services defined and described particularly in Article 1 of this Agreement.
B. Consultant, following submission of a proposal or bid for the performance of the services
defined and described particularly in Article 1 of this Agreement,was selected by the City to perform those
services.
C. Pursuant to the City of Rancho Palos Verdes' Municipal Code, City has authority to enter
into and execute this Agreement.
D. The Parties desire to formalize the selection of Consultant for performance of those
services defined and described particularly in Article 1 of this Agreement and desire that the terms of that
performance be as particularly defined and described herein.
OPERATIVE PROVISIONS
NOW,THEREFORE,in consideration of the mutual promises and covenants made by the Parties
and contained herein and other consideration,the value and adequacy of which are hereby acknowledged,
the parties agree as follows:
ARTICLE 1. SERVICES OF CONSULTANT
1.1 Scope of Services.
In compliance with all terms and conditions of this Agreement,the Consultant shall provide those
services specified in the"Scope of Services"attached hereto as Exhibit"A"and incorporated herein by this
reference,which may be referred to herein as the"services"or"work"hereunder. As a material inducement
to the City entering into this Agreement, Consultant represents and warrants that it has the qualifications,
experience, and facilities necessary to properly perform the services required under this Agreement in a
thorough, competent, and professional manner, and is experienced in performing the work and services
contemplated herein. Consultant shall at all times faithfully, competently and to the best of its ability,
experience and talent,perform all services described herein. Consultant covenants that it shall follow the
highest professional standards in performing the work and services required hereunder and that all materials
will be both of good quality as well as fit for the purpose intended. For purposes of this Agreement, the
phrase"highest professional standards" shall mean those standards of practice recognized by one or more
first-class firms performing similar work under similar circumstances.
-2 -
1.2 Consultant's Proposal.
The Scope of Service shall include the Consultant's scope of work or bid which shall be
incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency
between the terms of such proposal and this Agreement,the terms of this Agreement shall govern.
1.3 Compliance with Law.
Consultant shall keep itself informed concerning, and shall render all services hereunder in
accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal,
State or local governmental entity having jurisdiction in effect at the time service is rendered.
1.4 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.
1.5 Familiarity 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 (iii) fully understands the facilities, difficulties and restrictions 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, prior to commencement of services hereunder. Should the Consultant discover any latent or
unknown conditions, which will materially affect the performance of the services hereunder, Consultant
shall immediately inform the City of such fact and shall not proceed except at Consultant's risk until written
instructions are received from the Contract Officer.
1.6 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,materials,papers, documents,plans, studies and/or
other components thereof to prevent losses or damages, and shall be responsible for all such damages, to
persons or property,until acceptance of the work by City,except such losses or damages as may be caused
by City's own negligence.
1.7 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.
1.8 Additional Services.
City shall have the right at any time during the performance of the services, without invalidating
this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by
altering, adding to or deducting from said work. No such extra work may be undertaken unless a written
- 3 -
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 ten percent(10%)of the Contract Sum or$25,000,whichever is less; or,in the time to perform of up to
one hundred eighty (180) days, may be approved by the Contract Officer. Any greater increases, taken
either separately or cumulatively, must be approved by the City Council. It is expressly understood by
Consultant that the provisions of this Section shall not apply to services specifically set forth in the Scope
of Services. Consultant hereby acknowledges that it accepts the risk that the services to be provided
pursuant to the Scope of Services may be more costly or time consuming than Consultant anticipates and
that Consultant shall not be entitled to additional compensation therefor. City may in its sole and absolute
discretion have similar work done by other contractors. No claims for an increase in the Contract Sum or
time for performance shall be valid unless the procedures established in this Section are followed.
1.9 Special Requirements.
Additional terms and conditions of this Agreement, if any, which are made a part hereof are set
forth in the "Special Requirements" attached hereto as Exhibit "B" and incorporated herein by this
reference. In the event of a conflict between the provisions of Exhibit"B"and any other provisions of this
Agreement,the provisions of Exhibit"B" shall govern.
ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.
2.1 Contract Sum.
Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts
specified in the"Schedule of Compensation"attached hereto as Exhibit"C"and incorporated herein by this
reference. The total compensation, including reimbursement for actual expenses, shall not exceed thirty
nine thousand six hundred forty eight dollars ($ 39,648.00) (the "Contract Sum"), unless additional
compensation is approved pursuant to Section 1.8.
2.2 Method of Compensation.
The method of compensation may include: (i)a lump sum payment upon completion; (ii)payment
in accordance with specified tasks or the percentage of completion of the services, less contract retention;
(iii) payment for time and materials based upon the Consultant's rates as specified in the Schedule of
Compensation,provided that(a)time estimates are provided for the performance of sub tasks,(b)contract
retention is maintained, and (c) the Contract Sum is not exceeded; or (iv) such other methods as may be
specified in the Schedule of Compensation.
2.3 Reimbursable Expenses.
Compensation may include reimbursement for actual and necessary expenditures for reproduction
costs, telephone expenses, and travel expenses approved by the Contract Officer in advance, or actual
subcontractor expenses of an approved subcontractor pursuant to Section 4.5, and only if specified in the
Schedule of Compensation. The Contract Sum shall include the attendance of Consultant at all project
meetings reasonably deemed necessary by the City. Coordination of the performance of the work with City
is a critical component of the services. If Consultant is required to attend additional meetings to facilitate
such coordination, Consultant shall not be entitled to any additional compensation for attending said
meetings.
2.4 Invoices.
Each month Consultant shall furnish to City an original invoice for all work performed and
expenses incurred during the preceding month in a form approved by City's Director of Finance. By
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submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all
provisions of the Agreement. The invoice shall detail charges for all necessary and actual expenses by the
following categories: labor (by sub-category), travel, materials, equipment, supplies, and sub-contractor
contracts. Sub-contractor charges shall also be detailed by such categories. Consultant shall not invoice
City for any duplicate services performed by more than one person.
City shall independently review each invoice submitted by the Consultant to determine whether the
work performed and expenses incurred are in compliance with the provisions of this Agreement. Except
as to any charges for work performed or expenses incurred by Consultant which are disputed by City,or as
provided in Section 7.3, City will use its best efforts to cause Consultant to be paid within forty-five (45)
days of receipt of Consultant's correct and undisputed invoice; however, Consultant acknowledges and
agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within
this time period. In the event any charges or expenses are disputed by City, the original invoice shall be
returned by City to Consultant for correction and resubmission. Review and payment by City for any
invoice provided by the Consultant shall not constitute a waiver of any rights or remedies provided herein
or any applicable law.
2.5 Waiver.
Payment to Consultant for work performed pursuant to this Agreement shall not be deemed to
waive any defects in work performed by Consultant.
ARTICLE 3. PERFORMANCE SCHEDULE
3.1 Time of Essence.
Time is of the essence in the performance of this Agreement.
3.2 Schedule of Performance.
Consultant shall commence the services pursuant to this Agreement upon receipt of a written notice
to proceed and shall perform all services within the time period(s) established in the "Schedule of
Performance" attached hereto as Exhibit"D" and incorporated herein by this reference. When requested
by the Consultant, extensions to the time period(s) specified in the Schedule of Performance may be
approved in writing by the Contract Officer but not exceeding one hundred eighty(180)days cumulatively.
3.3 Force Majeure.
The time period(s) specified in the Schedule of Performance for performance of the services
rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes
beyond the control and without the fault or negligence of the Consultant, including, but not restricted to,
acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics,
quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental
agency,including the City,if the Consultant shall within ten(10)days of the commencement of such delay
notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the
facts and the extent of delay,and extend the time for performing the services for the period of the enforced
delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer's
determination shall be final and conclusive upon the parties to this Agreement. In no event shall Consultant
be entitled to recover damages against the City for 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 in full force and effect until completion of the services but not exceeding one(1)years from the
date hereof, except as otherwise provided in the Schedule of Performance(Exhibit"D").
ARTICLE 4. COORDINATION OF WORK
4.1 Representatives and Personnel of Consultant.
The following principals of Consultant("Principals")are hereby designated as being the principals
and representatives of Consultant authorized to act in its behalf with respect to the work specified herein
and make all decisions in connection therewith:
Alan Braatvedt President
(Name) (Title)
It is expressly understood that the experience,knowledge,capability and reputation of the foregoing
principals were a substantial inducement for City to enter into this Agreement. Therefore, the foregoing
principals shall be responsible during the term of this Agreement for directing all activities of Consultant
and devoting sufficient time to personally supervise the services hereunder. All personnel of Consultant,
and any authorized agents, shall at all times be under the exclusive direction and control of the Principals.
For purposes of this Agreement,the foregoing Principals may not be replaced nor may their responsibilities
be substantially reduced by Consultant without the express written approval of City. Additionally,
Consultant shall utilize only competent personnel to perform services pursuant to this Agreement.
Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant's staff
and subcontractors, if any, assigned to perform the services required under this Agreement. Consultant
shall notify City of any changes in Consultant's staff and subcontractors, if any, assigned to perform the
services required under this Agreement,prior to and during any such performance.
4.2 Status of Consultant.
Consultant shall have no authority to bind City in any manner, or to incur any obligation, debt or
liability of any kind on behalf of or against City,whether by contract or otherwise,unless such authority is
expressly conferred under this Agreement or is otherwise expressly conferred in writing by City.
Consultant shall not at any time or in any manner represent that Consultant or any of Consultant's officers,
employees,or agents are in any manner officials,officers,employees or agents of City. Neither Consultant,
nor any of Consultant's officers, employees or agents, shall obtain any rights to retirement, health care or
any other benefits which may otherwise accrue to City's employees. Consultant expressly waives any claim
Consultant may have to any such rights.
4.3 Contract Officer.
The Contract Officer shall be Ron Dragoo, Principal Engineer or Michael Throne, Director of
Public Works or such person as may be designated by the City Manager. It shall be the Consultant's
responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the
services and the Consultant shall refer any decisions which must be made by City to the Contract Officer.
Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the
Contract Officer. The Contract Officer shall have authority,if specified in writing by the City Manager,to
sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement.
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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 in part the services required hereunder without the
express written approval of the City. 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 twenty
five percent(25%)of the present ownership and/or control of Consultant,taking all transfers into account
on a cumulative basis. In the event of any such unapproved transfer,including any bankruptcy proceeding,
this Agreement shall be void. No approved transfer shall release the Consultant or any surety of Consultant
of any liability hereunder without the express consent of City.
ARTICLE 5. INSURANCE AND INDEMNIFICATION
5.1 Insurance Coverages.
The Consultant shall procure and maintain, at its sole cost and expense, in a form and content
satisfactory to City,during the entire term of this Agreement including any extension thereof,the following
policies of insurance which shall cover all elected and appointed officers,employees and agents of City:
(a) Commercial General Liability Insurance (Occurrence Form CG0001 or
equivalent). A policy of comprehensive general liability insurance written on a per occurrence basis for
bodily injury,personal injury and property damage. The policy of insurance shall be in an amount not less
than $1,000,000.00 per occurrence or if a general aggregate limit is used, then the general aggregate limit
shall be twice the occurrence limit.
(b) Worker's Compensation Insurance. A policy of worker's compensation insurance
in such amount as will fully comply with the laws of the State of California and which shall indemnify,
insure and provide legal defense for the Consultant against any loss, claim or damage arising from any
injuries or occupational diseases occurring to any worker employed by or any persons retained by the
Consultant in the course of carrying out the work or services contemplated in this Agreement.
(c) Automotive Insurance (Form CA 0001 (Ed 1/87) including "any auto" and
endorsement CA 0025 or equivalent). A policy of comprehensive automobile liability insurance written on
a per occurrence for bodily injury and property damage in an amount not less than$1,000,000. Said policy
shall include coverage for owned,non-owned,leased,hired cars and any automobile.
(d) Professional Liability. Professional liability insurance appropriate to the
Consultant's profession. This coverage may be written on a "claims made" basis, and must include
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coverage for contractual liability. The professional liability insurance required by this Agreement must be
endorsed to be applicable to claims based upon, arising out of or related to services performed under this
Agreement. The insurance must be maintained for at least 5 consecutive years following the completion of
Consultant's services or the termination of this Agreement. During this additional 5-year period,Consultant
shall annually and upon request of the City submit written evidence of this continuous coverage.
(e) 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.
All of the above policies of insurance shall be primary insurance and shall name the City,its elected
and appointed officers,employees and agents as additional insureds and any insurance maintained by City
or its officers,employees or agents may apply in excess of,and not contribute with Consultant's insurance.
The insurer is deemed hereof to waive all rights of subrogation and contribution it may have against the
City,its officers,employees and agents and their respective insurers. Moreover,the insurance policy must
specify that where the primary insured does not satisfy the self-insured retention, any additional insured
may satisfy the self-insured retention.
All of said policies of insurance shall provide that said insurance may not be amended or cancelled
by the insurer or any party hereto without providing thirty(30) days prior written notice by certified mail
return receipt requested to the City. In the event any of said policies of insurance are cancelled, the
Consultant shall, prior to the cancellation date, submit new evidence of insurance in conformance with
Section 5.1 to the Contract Officer.
No work or services under this Agreement shall commence until the Consultant has provided the
City with Certificates of Insurance, additional insured endorsement forms or appropriate insurance binders
evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by the
City. City reserves the right to inspect complete, certified copies of and endorsements to all required
insurance policies at any time. Any failure to comply with the reporting or other provisions of the policies
including breaches or warranties shall not affect coverage provided to City.
All certificates shall name the City as additional insured(providing the appropriate endorsement)
and shall conform to the following"cancellation"notice:
CANCELLATION:
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE
EXPIRATION DATED THEREOF, THE ISSUING COMPANY SHALL MAIL THIRTY (30)-
DAY ADVANCE WRITTE NOTICE TO CERTIFICATE HOLDER NAMED HEREIN.
[to be initialed]
Consultant Initials
City, its respective elected and appointed officers, directors, officials, employees, agents and
volunteers are to be covered as additional insureds as respects: liability arising out of activities Consultant
performs; products and completed operations of Consultant; premises owned, occupied or used by
Consultant; or any automobiles owned, leased, hired or borrowed by Consultant. The coverage shall
contain no special limitations on the scope of protection afforded to City, and their respective elected and
appointed officers,officials,employees or volunteers. Consultant's insurance shall apply separately to each
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insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's
liability.
Any deductibles or self-insured retentions must be declared to and approved by City. At the option
of City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects
City or its respective elected or appointed officers, officials, employees and volunteers or the Consultant
shall procure a bond guaranteeing payment of losses and related investigations, claim administration,
defense expenses and claims. The Consultant agrees that the requirement to provide insurance shall not be
construed as limiting in any way the extent to which the Consultant may be held responsible for the payment
of damages to any persons or property resulting from the Consultant's activities or the activities of any
person or persons for which the Consultant is otherwise responsible nor shall it limit the Consultant's
indemnification liabilities as provided in Section 5.3.
In the event the Consultant subcontracts any portion of the work in compliance with Section 4.5 of
this Agreement,the contract between the Consultant and such subcontractor shall require the subcontractor
to maintain the same policies of insurance that the Consultant is required to maintain pursuant to Section
5.1,and such certificates and endorsements shall be provided to City.
5.3 Indemnification.
To the full extent permitted by law,Consultant agrees to indemnify,defend and hold harmless the
City, its officers, employees and agents ("Indemnified Parties") against, and will hold and save them and
each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory
claims,damages to persons or property,losses, costs,penalties, obligations, errors, omissions or liabilities
whether actual or threatened(herein"claims or liabilities")that may be asserted or claimed by any person,
firm or entity arising out of or in connection with the negligent performance of the work, operations or
activities provided herein of Consultant, its officers, employees,agents, subcontractors,or invitees, or any
individual or entity for which Consultant is legally liable ("indemnitors"), or arising from Consultant's or
indemnitors' reckless or willful misconduct, or arising from Consultant's or indemnitors' negligent
performance of or failure to perform any term,provision, covenant or condition of this Agreement, and in
connection therewith:
(a) Consultant will defend any action or actions filed in connection with any of said
claims or liabilities and will pay all costs and expenses, including legal costs and attorneys' fees incurred
in connection therewith;
(b) Consultant will promptly pay any judgment rendered against the City,its officers,
agents or employees for any such claims or liabilities arising out of or in connection with the negligent
performance of or failure to perform such work, operations or activities of Consultant hereunder; and
Consultant agrees to save and hold the City,its officers, agents,and employees harmless therefrom;
(c) In the event the City,its officers,agents or employees is made a party to any action
or proceeding filed or prosecuted against Consultant for such damages or other claims arising out of or in
connection with the negligent performance of or failure to perform the work, operation or activities of
Consultant hereunder, Consultant agrees to pay to the City, its officers, agents or employees, any and all
costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding,
including but not limited to,legal costs and attorneys' fees.
Consultant shall incorporate similar indemnity agreements with its subcontractors and if it fails to
do so Consultant shall be fully responsible to indemnify City hereunder therefore, and failure of City to
monitor compliance with these provisions shall not be a waiver hereof. This indemnification includes
claims or liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful
misconduct of Consultant in the performance of professional services hereunder. The provisions of this
Section do not apply to claims or liabilities occurring as a result of City's sole negligence or willful acts or
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omissions,but,to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part
from City's negligence, except that design professionals' indemnity hereunder shall be limited to claims
and liabilities arising out of the negligence,recklessness or willful misconduct of the design professional.
The indemnity obligation shall be binding on successors and assigns of Consultant and shall survive
termination of this Agreement.
5.4 Sufficiency of Insurer.
Insurance required by this Agreement shall be satisfactory only if issued by companies qualified to
do business in California, rated "A" or better in the most recent edition of Best Rating Guide, The Key
Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better,
unless such requirements are waived by the Risk Manager of the City ("Risk Manager") due to unique
circumstances. If this Agreement continues for more than 3 years duration,or in the event the risk manager
determines that the work or services to be performed under this Agreement creates an increased or decreased
risk of loss to the City, the Consultant agrees that the minimum limits of the insurance policies may be
changed accordingly upon receipt of written notice from the Risk Manager.
ARTICLE 6. RECORDS,REPORTS,AND RELEASE OF INFORMATION
6.1 Records.
Consultant shall keep, and require subcontractors to keep, such ledgers, books of accounts,
invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements
charged to City and services performed hereunder (the "books and records"), as shall be necessary to
perform the services required by this Agreement and enable the Contract Officer to evaluate the
performance of such services. Any and all such documents shall be maintained in accordance with
generally accepted accounting principles and shall be complete and detailed. The Contract Officer shall
have full and free access to such books and records at all times during normal business hours of City,
including the right to inspect,copy,audit and make records and transcripts from such records. Such records
shall be maintained for a period of three(3)years following completion of the services hereunder, and the
City shall have access to such records in the event any audit is required. In the event of dissolution of
Consultant's business,custody of the books and records 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.
6.3 Ownership of Documents.
All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer
files, reports, records, documents and other materials (the "documents and materials") prepared by
Consultant, its employees, subcontractors and agents in the performance of this Agreement shall be the
property of City and shall be delivered to City upon request of the Contract Officer or upon the termination
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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 written authorization by the Consultant will be at
the City's sole risk and without liability to Consultant,and Consultant's guarantee and warranties shall not
extend to such use,reuse or assignment. Consultant may retain copies of such documents for its own use.
Consultant shall have the right to use the concepts embodied therein. All subcontractors shall provide for
assignment to City of any documents or materials prepared by them, and in the event Consultant fails to
secure such assignment, Consultant shall indemnify City for all damages resulting therefrom. Moreover,
Consultant with respect to any documents and materials that may qualify as "works made for hire" as
defined in 17 U.S.C. § 101, such documents and materials are hereby deemed"works made for hire" for
the City.
6.4 Confidentiality and Release of Information.
(a) All information gained or work product produced by Consultant in
performance of this Agreement shall be considered confidential, unless such information is in the public
domain or already known to Consultant. Consultant shall not release or disclose any such information or
work product to persons or entities other than City without prior written authorization from the Contract
Officer.
(b) Consultant, its officers, employees, agents or subcontractors, shall not,
without prior written authorization from the Contract Officer or unless requested by the City Attorney,
voluntarily provide documents, declarations, letters of support, testimony at depositions, response to
interrogatories or other information concerning the work performed under this 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
attorneys fees,caused by or incurred as a result of Consultant's conduct.
(d) Consultant shall promptly notify City should Consultant, its officers,
employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of
deposition,request for documents,interrogatories,request for admissions or other discovery request, court
order or subpoena from any party regarding this Agreement and the work performed there under. City
retains the right,but has no obligation,to represent Consultant or be present at any deposition,hearing or
similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity
to review any response to discovery requests provided by Consultant. However, this right to review any
such response does not imply or mean the right by City to control,direct,or rewrite said response.
ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION
7.1 California Law.
This Agreement shall be interpreted,construed and governed both as to validity and to performance
of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute,
claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of
the County of Los Angeles, State of California, or any other appropriate court in such county, and
Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such
action. In the event of litigation in a U.S. District Court,venue shall lie exclusively in the Central District
of California,in the County of Los Angeles, State of California.
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7.2 Disputes;Default.
In the event that Consultant is in default under the terms of this Agreement,the City shall not have
any obligation or duty to continue compensating Consultant for any work performed after the date of
default. Instead,the City may give notice to Consultant of the default and the reasons for the default. The
notice shall include the timeframe in which Consultant may cure the default. This timeframe is
presumptively thirty(30)days,but may be extended,though not reduced,if circumstances warrant. During
the period of time that Consultant is in default, the City shall hold all invoices and shall,when the default
is cured,proceed with payment on the invoices. In the alternative,the City may,in its sole discretion,elect
to pay some or all of the outstanding invoices during the period of default. If Consultant does not cure the
default, the City may take necessary steps to terminate this 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 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.
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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 thirty (30) days' written notice to Consultant, except that where
termination is due to the fault of the Consultant, the period of notice may be such shorter time as may be
determined by the Contract Officer. In addition,the Consultant reserves the right to terminate this Contract
at any time, with or without cause, upon sixty (60) days' written notice to City, except that where
termination is due to the fault of the City,the period of notice may be such shorter time as the Consultant
may determine. Upon receipt of any notice of termination,Consultant shall immediately cease all services
hereunder except such as may be specifically approved by the Contract Officer. Except where the
Consultant has initiated termination, the Consultant shall be entitled to compensation for all services
rendered prior to the effective date of the notice of termination and for any services authorized by the
Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved
by the Contract Officer, except as provided in Section 7.3. In the event the Consultant has initiated
termination, the Consultant shall be entitled to compensation only for the reasonable value of the work
product actually produced hereunder. In the event of termination without cause pursuant to this Section,
the terminating party need not provide the non-terminating party with the opportunity to cure pursuant to
Section 7.2.
7.8 Termination for Default of Consultant.
If termination is due to the failure of the Consultant to fulfill its obligations under this Agreement,
City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same
to completion by contract or otherwise,and the Consultant shall be liable to the extent that the total cost for
completion of the services required hereunder exceeds the compensation herein stipulated (provided that
the City shall use reasonable efforts to mitigate such damages),and City may withhold any payments to the
Consultant for the purpose of set-off or partial payment of the amounts owed the City as previously stated.
7.9 Attorneys' Fees.
If either party to this Agreement is required to initiate or defend or made a party to any action or
proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding,
in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to
reasonable attorney's fees. Attorney's fees shall include attorney's fees on any appeal, and in addition a
party entitled to attorney's fees shall be entitled to all other reasonable costs for investigating such action,
taking depositions and discovery and all other necessary costs the court allows which are incurred in such
litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be
enforceable whether or not such action is prosecuted to judgment.
ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
8.1 Non-liability of City Officers and Employees.
No officer or employee of the City shall be personally liable to the Consultant,or any successor in
interest, in the event of any default or breach by the City or for any amount which may become due to the
Consultant or to its successor,or for breach of any obligation of the terms of this Agreement.
8.2 Conflict of Interest.
Consultant covenants that neither it,nor any officer or principal of its firm,has or shall acquire any
interest,directly or indirectly,which would conflict in any manner with the interests of City or which would
in any way hinder Consultant's performance of services under this Agreement. Consultant further
covenants that in the performance of this Agreement,no person having any such interest shall be employed
- 13 -
by it as an officer, employee, agent or subcontractor without the express written consent of the Contract
Officer. Consultant agrees to at all times avoid conflicts of interest or the appearance of any conflicts of
interest with the interests of City in the performance of this Agreement.
No officer or employee of the City shall have any financial interest, direct or indirect, in this
Agreement nor shall any such officer or employee participate in any decision relating to the Agreement
which affects her/his financial interest or the financial interest of any corporation,partnership or association
in which (s)he is, directly or indirectly, interested, in violation of any State statute or regulation. The
Consultant warrants that it has not paid or given and will not pay or give any third party any money or other
consideration for obtaining this Agreement.
8.3 Covenant Against Discrimination.
Consultant covenants that,by and for itself, its heirs, executors, assigns, and all persons claiming
under or through them,that there shall be no discrimination against or segregation of, any person or group
of persons on account of race,color,creed,religion,sex,gender,sexual orientation,marital status,national
origin, ancestry or other protected class in the performance of this Agreement. Consultant shall take
affirmative action to insure that applicants are employed and that employees are treated during employment
without regard to their race, color, creed,religion, sex, gender, sexual orientation, marital status,national
origin, ancestry or other protected class.
8.4 Unauthorized Aliens.
Consultant hereby promises and agrees to comply with all of the provisions of the Federal
Immigration and Nationality Act, 8 U.S.C.A. §§ 1101, et seq., as amended, and in connection therewith,
shall not employ unauthorized aliens as defined therein. Should Consultant so employ such unauthorized
aliens for the performance of work and/or services covered by this Agreement, and should any liability or
sanctions be imposed against City for such use of unauthorized aliens, Consultant hereby agrees to and
shall reimburse City for the cost of all such liabilities or sanctions imposed,together with any and all costs,
including attorneys'fees,incurred by City.
ARTICLE 9. MISCELLANEOUS PROVISIONS
9.1 Notices.
Any notice, demand,request, document, consent, approval, or communication either party desires
or is required to give to the other party or any other person shall be in writing and either served personally
or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the
Contract Officer(with her/his name and City title), City of Rancho Palos Verdes, 30940 Hawthorne Blvd.,
California 90275 and in the case of the Consultant, to the person(s) at the address designated on the
execution page of this Agreement. Either party may change its address by notifying the other party of the
change of address in writing. Notice shall be deemed communicated at the time personally delivered or in
seventy-two(72)hours from the time of mailing if mailed as provided in this Section.
9.2 Interpretation.
The terms of this Agreement shall be construed in accordance with the meaning of the language
used and shall not be construed for or against either party by reason of the authorship of this Agreement or
any other rule of construction which might otherwise apply.
9.3 Counterparts.
This Agreement may be executed in counterparts,each of which shall be deemed to be an original,
and such counterparts shall constitute one and the same instrument.
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9.4 Integration;Amendment.
This Agreement including the attachments hereto is the entire, complete and exclusive expression
of the understanding of the parties. It is understood that there are no oral 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 jurisdiction, 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 deprives 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 in which(s)he is directly or indirectly interested, or in violation of
any State or municipal statute or regulation. The determination of"financial interest" shall be consistent
with State law and shall not include interests found to be "remote" or "noninterests" pursuant to
Government Code Sections 1091 or 1091.5. Consultant warrants and represents that it has not paid or
given,and will not pay or give,to any third party including,but not limited to,any City official,officer,or
employee, any money, consideration, or other thing of value as a result or consequence of obtaining or
being awarded any agreement. Consultant further warrants and represents that(s)he/it has not engaged in
any act(s), omission(s), or other conduct or collusion that would result in the payment of any money,
consideration, or other thing of value to any third party including, but not limited to, any City official,
officer,or employee,as a result of consequence of obtaining or being awarded any agreement. Consultant
is aware of and understands that any such act(s),omission(s)or other conduct resulting in such payment of
money,consideration, or other thing of value will render t ' Agreement void and of no force or effect.
Consultant's Authorized Initials
9.7 Corporate Authority.
The persons executing this Agreement on behalf of the parties hereto warrant that(i)such party is
duly organized and existing, (ii)they are duly authorized to execute and deliver this Agreement on behalf
of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this
Agreement,and(iv)the entering into this Agreement does not violate any provision of any other Agreement
to which said party is bound. This Agreement shall be binding upon the heirs, executors, administrators,
successors and assigns of the parties.
[SIGNATURES ON FOLLOWING PAGE]
- 15 -
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
1663/iI-
, Mayor
ATTEST:
0/Ais. ii(--- ) , ir /f/ 04
, City Clerk
APPROVED AS TO FORM:
ALESHIRE &WYNDER,LLP
Ar oftiskAii......_
David J.Ales'e,City Attorney
CONSULTANT:
SUNBEAM NSULTING
4
By: 47\ u ,
Name: Alan Braatvedt
Title. 'r- '•,= 1t
'/ ,
B I
By: ,
7 e: fl!ck Stephen
Title: e President/Treasurer
Address: 1817 Josie Avenue
Long Beach CA, 90815
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.
- 16 -
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
5 DILE4-,
COUNTY OF S
On £ /i S 2016 before me 1 'v(, r 5 v3904345(ersonally appearedappearedelpeLfS STEP104roved to
me on the basis of satisfactory evidence to be the person(s)whose names(s) is/are subscribed to the within
instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized
capacity(ies),and that by his/her/their signature(s)on the instrument the person(s),or the entity upon behalf
of which the person(s)acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS myhand an ficial seal. A411irETWA7A71-71
rM7:: COMM.#2019298 v,
y= •.�~- NOTARY PUBLIC•CALIFORNIA Isis
S i afore: ,%� i ---- ��_�� SAN DIEGO COUNTY
�� �,�--� y corn
Exp�es Apr 12,2017
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relyin_ ► ' the document
and could prevent fraudulent reattachment of this form
CAPACITY CLAIMED BY SIGNER DESCRIPTION 0 • TACHED DOCUMENT
❑ INDIVIDUAL
❑ CORPORATE OFFICER
TITLE OR TYPE OF DOCUMENT
TITLE(S)
❑ PARTNER(S) ❑ LI D
❑
NERAL NUMBER OF PAGES
❑ ATTORNEY-IN-F: T
❑ TRUSTEE(S)
❑ GUARD A i/CONSERVATOR
[]OTHER DATE OF DOCUMENT
SIGNER(S)OTHER THAN NAMED ABOVE
SI ' R IS REPRESENTING:
AME OF PERSON(S)OR ENTITY(IES))
01203.0006/289036.3
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document.
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On , 2016 before me,2w/4'/-.54n r 4t4,personally appeared ahN hJGc f✓rdf'proved to
me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within
instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized
capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf
of which the person(s)acted,executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph
is true and correct.
NTH E. BRAKEN
WITNES o: ha e_. .d official e
Vilfr�� Commi�fion•214S�7Q
. 2; Notary Public-California
VP,/ jos Angeles CountySignature:� � � • derM Comm.Ex irn Mar 7,2020
OPTIONAL
Though the data below is not required by law,it may prove valuable to persons relying o i • document and
could prevent fraudulent reattachment of this form.
CAPACITY CLAIMED BY SIGNER DESCRIPTIO ATTACHED DOCUMENT
1=1 INDIVIDUAL
❑ CORPORATE OFFICER
TITLE OR TYPE OF DOCUMENT
TITLES)
❑ PARTNER(S) ❑ LIMIT•
CI G RAL NUMBER OF PAGES
fl ATTORNEY-IN-FAC
❑ TRUSTEE(S)
❑ GUARDIAN/ . SERVATOR
LI OTHER DATE OF DOCUMENT
SIGNE' S REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES)) SIGNERS)OTHER THAN NAMED ABOVE
EXHIBIT "A"
SCOPE OF SERVICES
I. Consultant will perform the following Services:
A. Provide Inspection Services for the Pavement Striping and Marking Maintenance
Contract Fiscal year 2016-17, 2018-18, 2018-19.
i. Field Inspection tasks will include identifying striping locations, verifying
traffic striping material is per MUTCD and Caltrans Traffic Manual,
inspecting roadside signs for replacement and inspecting the construction
contractor's general workmanship. Jim Pugh will represent the City in
making pavement striping and marking related judgement calls in the field
and relaying that information back to City Staff. Jim Pugh will keep an
accurate record of the work and measurements.
ii. Other tasks may include; utility coordination; contractor interfacing;
verification of change orders, respond to requests for clarification, and
respond to requests for information; minor administration assignments;
written, photo and video documentation; public relations; verification of
construction quantities; planning assistance for future projects; and
coordination with City staff.
II. As part of the Services, Consultant will prepare and deliver the following tangible
work products to the City:
A. Provide Photographs: Photographs of the work site prior, during and after
construction.
B. Provide weekly inspection reports.
C. Provide a City approved list of locations to install new traffic striping and markings,
new raised pavement markers, and new roadway signs.
III. In addition to the requirements of Section 6.2,during performance of the Services,
Consultant will keep the City appraised of the status of performance by delivering
the following status reports:
A. Consultant will provide a weekly summary of daily inspection reports.
W. All work product is subject to review and acceptance by the City, and must be
revised by the Consultant without additional charge to the City until found
satisfactory and accepted by City.
V. Consultant will utilize the following personnel to accomplish the Services:
A. Jim Pugh, Construction Inspector
EXHIBIT "B"
SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
None.
EXHIBIT "C"
SCHEDULE OF COMPENSATION
I. Consultant shall perform the following tasks at the following rates:
RATE TIME SUB-BUDGET
A. Inspection Services 16/17 $112/Hr. 118 Hrs. $13,216
Inspection Services 17/18 $112/Hr. 118 Hrs. $13,216
Inspection Services 18/19 $112/Hr. 118 Hrs. $13,216
TOTAL SERVICES $39,648
II. The City will compensate Consultant for the Services performed upon submission of
a valid invoice. Each invoice is to include:
A. Line items for all personnel describing the work performed,the number of hours
worked, and the hourly rate.
B. Line items for all materials and equipment properly charged to the Services.
C. Line items for all other approved reimbursable expenses claimed, with supporting
documentation.
D. Line items for all approved subcontractor labor, supplies, equipment, materials, and
travel properly charged to the Services.
III. The total compensation for the Services shall not exceed $39,648.00 as provided in
Section 2.1 of this Agreement.
EXHIBIT "D"
SCHEDULE OF PERFORMANCE
Consultant shall perform all Services timely in accordance with the schedule to be
developed by Consultant and subject to the written approval of the Contract Officer
and the City Attorney's office.
A. Consultant is allowed 118 field inspection hours in each fiscal year including: FY
2016-17,FY 2017-18 and FY 2018-19.
Projected Hours
2016-17 201748 201849 TOTAL
Inspection 118 118 118 354
II. Consultant shall deliver the following tangible work products to the City by the
following dates.
A. Provide Photographs: Photographs of the work site prior, during and after
construction. Pictures are to be included in daily inspection reports.
B. Weekly reports shall be delivered weekly on Friday afternoons or Monday
mornings
C. Approved list of locations to install new traffic striping and markings, new raised
pavement markers, and new roadway signs shall be delivered each July for the
upcoming fiscal year.
III. The Contract Officer may approve extensions for performance of the services in
accordance with Section 3.2.