CC SR 20170620 Q - WELO Willdan Contract RenewalRANCHO PALOS VERDES CITY COUNCIL
AGENDA REPORT
AGENDA DESCRIPTION:
MEETING DATE: 06/20/2017
AGENDA HEADING: Consent Calendar
Consideration and possible action to enter into a Professional Services Agreement with
Willdan Engineering to provide on-call water -efficient landscape plan check services.
RECOMMENDED COUNCIL ACTION:
(1) Approve a two-year Professional Services Agreement with Willdan Engineering
to provide on-call water -efficient landscape plan check services through June 30,
2019, with an option for the City Manager to approve an extension of the
Agreement for one additional year .
FISCAL IMPACT: The services under this contract are to be paid for by development
applicants on a case-by-case basis.
Amount Budgeted: N/A
Additional Appropriation: N/A
Account Number(s): N/A
ORIGINATED BY: Leza Mikhail, Senior Planner;
REVIEWED BY: Ara Mihranian, AICP, Director of Community Development,
APPROVED BY: Doug Willmore, City Manager
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ATTACHED SUPPORTING DOCUMENTS:
A. Professional Service Agreement with Willdan Engineering for on-call water
efficient landscape plan check services (page A-1)
BACKGROUND AND DISCUSSION:
In December 2009, the City Council adopted Ordinance No. 504, which amended
Municipal Code Section 15.34 and implemented the State's requirements under the
Water Conservation in Landscape Act. In January 2015, the State of California further
amended the requirements to comply with the Water Conservation in Landscape Act
and prepared a Model Water Efficient Landscape Ordinance (MWELO) that the City is
currently implementing. The Ordinance requires applicants of certain development
projects to submit a landscape plan to the City for compliance review with the
requirements of the MWELO.
Due to the complexity of the State -mandated MWELO, the review of landscape plans
necessitates specialized knowledge of various components, reports and plans related to
the installation of water efficient landscapes and irrigation. More specifically, most
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applicants are required to submit a Landscape Documentation Package, which includes
a Landscape Design Plan, Irrigation Design Plan, Grading Design Plan, Soil
Management Report and a Water -Efficient Landscape Worksheet. Due to the fact that
the City does not currently employ a Landscape Architect or similar professional, and
the State requires the abovementioned plans and reports to be prepared by a
landscape professional that is knowledgeable of the State's water efficient landscape
requirements, an on-call water -efficient landscape plan check professional to review
such plans/reports is necessary.
On June 4, 2013, the City Council entered an Agreement with Willdan Engineering
Willdan) for an on-call service agreement authorizing Mr. John Hidalgo, a licensed
landscape architect, to review Landscape Document Packages for public and private
development projects that are subject to the State's MWELO. The Professional Service
Agreement was extended in June 2015 and expires on June 30, 2017.
On April 12, 2017, City Staff sent out a Request for Proposals (RFP) to ten (10)
consulting firms located in the Los Angeles and Orange County area for on-call water -
efficient landscape plan check services. Staff received one timely proposal from
Willdan. John Hidalgo of Willdan, a highly qualified firm, has extensive experience and
professional credentials, and is familiar with the unique setting of the Palos Verdes
Peninsula and the State's and City's water efficient landscaping requirements. As the
City has been satisfied with the services provided by Willdan, Staff recommends that
the City enter into a new two-year contract with Willdan for on-call plan check services
to review Landscape Document Packages for private development projects that are
subject to the State's MWELO, expiring on June 30, 2019, with an option to extend the
Agreement one additional year. The scope of work and billing rates are included in the
Contract attached to this report (Attachment A).
The City Attorney as well as the Consultant have reviewed and approved the attached
Professional Service Agreement.
ALTERNATIVES
In addition to the Staff recommendation, the following alternatives actions are available
for the City Council's consideration:
1) Reject the Willdan proposal, and direct Staff to re -issue the RFP for
professional landscape plan check review services.
2) Authorize the Mayor and City Clerk to execute a Professional Service
Agreement with Willdan for a different length of time.
3) Identify any issues of concern that may require further study and direct
Staff to provide additional information at a subsequent meeting.
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CONTRACT SERVICES AGREEMENT
By and Between
CITY OF RANCHO PALOS VERDES
and
WILLDAN ENGINEERING
A-1
AGREEMENT FOR CONTRACT SERVICES
BETWEEN THE CITY OF RANCHO PALOS VERDES AND
WILLDAN ENGINEERING
THIS AGREEMENT FOR CONTRACT SERVICES (herein "Agreement") is made and
entered into this day of , 2017 by and between the City of Rancho Palos Verdes, a
California municipal corporation ("City") and Willdan Engineering ("Consultant"). City and
Consultant are sometimes hereinafter individually referred to as "Parry" and hereinafter
collectively referred to as the "Parties."
RECITALS
A. City requires the professional services of Consultant to provide plan check
consulting and technical services to City on an as -needed basis to review requirements for Water
Efficient Landscape Plans on private properties.
B. City routinely uses Consultant's professional services and the City is satisfied with
these services.
C. 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.
D. 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.
E. Consultant represents that it is professionally qualified, capable and licensed to
review elements of a Landscape Documentation Package as required through the City's Water
Efficient Landscape Ordinance, Chapter 15.34 of the City's Municipal Code.
F. All services provided by Consultant shall be compensated by City -administered
Trust Deposit Funds which do not include any City funding and are fully funded by individual
City residents and property owners in compliance with the City's private development project
approval process.
G. Pursuant to the City of Rancho Palos Verdes' Municipal Code, City has authority
to enter into and execute this Agreement.
H. 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:
A-2
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.
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
01203.0005/381357.9 -2- A-3
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 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 $25,000, whichever is less; or, in the time to perform of up to one hundred
eighty (180) days, may be approved by the Contract Officer. Any greater increases, taken either
separately or cumulatively, must be approved by the City Council. It is expressly understood by
Consultant that the provisions of this Section shall not apply to services specifically set forth in
the Scope of Services. Consultant hereby acknowledges that it accepts the risk that the services
to be provided pursuant to the Scope of Services may be more costly or time consuming than
Consultant anticipates and that Consultant shall not be entitled to additional compensation
therefor. City may in its sole and absolute discretion have similar work done by other
contractors. No claims for an increase in the Contract Sum or time for performance shall be
valid unless the procedures established in this Section are followed.
1.9 Special Requirements.
Additional terms and conditions of this Agreement, if any, which are made a part hereof
are set forth in the "Special Requirements" attached hereto as Exhibit `B" and incorporated
herein by this reference. In the event of a conflict between the provisions of Exhibit `B" and any
other provisions of this Agreement, the provisions of Exhibit `B" shall govern.
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ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.
2.1 Contract Sum.
Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the
amounts specified in the "Schedule of Compensation" attached hereto as Exhibit "C" and
incorporated herein by this reference. The total compensation, including reimbursement for
actual expenses, shall not exceed Dollars ($)
(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 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
01203.0005/381357.9 -4- A-5
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.
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„
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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:
Joe Hidalgo Principal Project Manager
(Name) (Title)
Brian N uyen Senior Landscape Architect
(Name) (Title)
Carlos Espinoza Assistant Landscape Architect
(Name) (Title)
Robert Sun Principal Planner
(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.
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4.3 Contract Officer.
The Contract Officer shall be [Ara Mihranian 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.
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
e uivalent). A policy of comprehensive general liability insurance written on a per occurrence
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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 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.
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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 WRITTEN 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 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.
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01203.0005/381357.9
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 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.
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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")
01203.0005/381357.9 -11- A-12
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 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 Confidentialitv 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.
01203.0005/381357.9 -12- A-13
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.
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
01203.0005/381357.9 - 13 - A-14
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 parry 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 parry
of one or more of such rights or remedies shall not preclude the exercise by it, at the same or
different times, of any other rights or remedies for the same default or any other default by the
other party.
7.6 Legal Action.
In addition to any other rights or remedies, either party may take legal action, in law or in
equity, to cure, correct or remedy any default, to recover damages for any default, to compel
specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain
any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary
provision herein, Consultant shall file a statutory claim pursuant to Government Code Sections
905 et seq. and 910 et seq., in order to pursue a legal action under this Agreement.
7.7 Termination Prior to Expiration of Term.
This Section shall govern any termination of this Contract except as specifically provided
in the following Section for termination for cause. The City reserves the right to terminate this
Contract at any time, with or without cause, upon 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
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01203.0005/381357.9
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-liabili . of City Officers and Employees.
No officer or employee of the City shall be personally liable to the Consultant, or any
successor in interest, in the event of any default or breach by the City or for any amount which
may become due to the Consultant or to its successor, or for breach of any obligation of the terms
of this Agreement.
8.2 Conflict of Interest.
Consultant covenants that neither it, nor any officer or principal of its firm, has or shall
acquire any interest, directly or indirectly, which would conflict in any manner with the interests
of City or which would in any way hinder Consultant's performance of services under this
Agreement. Consultant further covenants that in the performance of this Agreement, no person
having any such interest shall be employed by it as an officer, employee, agent or subcontractor
without the express written consent of the Contract Officer. Consultant agrees to at all times
avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City
in the performance of this Agreement.
No officer or employee of the City shall have any financial interest, direct or indirect, in
this Agreement nor shall any such officer or employee participate in any decision relating to the
Agreement which affects her/his financial interest or the financial interest of any corporation,
partnership or association in which (s)he is, directly or indirectly, interested, in violation of any
State statute or regulation. The Consultant warrants that it has not paid or given and will not pay
or give any third party any money or other consideration for obtaining this Agreement.
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,
-1s- A-16
01203.0005/381357.9
religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other
protected class.
8.4 Unauthorized Aliens.
Consultant hereby promises and agrees to comply with all of the provisions of the Federal
Immigration and Nationality Act, 8 U.S.C. § 1101 et seq., as amended, and in connection
therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ
such 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., Rancho Palos Verdes, California 90275 and in the case of
the Consultant, to the person(s) at the address designated on the execution page of this
Agreement. Either party may change its address by notifying the other party of the change of
address in 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.
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.
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01203.0005/381357.9
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
this 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) that entering into this Agreement does not
violate any provision of any other Agreement to which said party is bound. This Agreement shall
be binding upon the heirs, executors, administrators, successors and assigns of the parties.
[SIGNATURES ON FOLLOWING PAGE]
01203.0005/381357.9
-17- A-18
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date and year first -above written.
ATTEST:
Emily Colborn, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
David J. Aleshire, City Attorney
CITY:
CITY OF RANCHO PALOS VERDES, a
municipal corporation
Brian Campbell, Mayor
CONSULTANT:
By:
Name:
Title:
Lo
Name:
Title:
Address:
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.
01203.0005/381357.9 - is - A-19
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 , 2015 before me, , personally appeared , 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.
WITNESS my hand and official seal.
Signature:
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
❑
INDIVIDUAL
❑
CORPORATE OFFICER
TITLE(S)
❑
PARTNER(S) ❑ LIMITED
❑ GENERAL
❑
ATTORNEY-IN-FACT
❑
TRUSTEE(S)
❑
GUARDIAN/CONSERVATOR
❑
OTHER
SIGNER
IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
01203.0005/381357.9
DESCRIPTION OF ATTACHED DOCUMENT
TITLE OR TYPE OF DOCUMENT
NUMBER OF PAGES
DATE OF DOCUMENT
SIGNER(S) OTHER THAN NAMED ABOVE
A-20
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 , 2015 before me, , personally appeared , 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.
WITNESS my hand and official seal.
Signature:
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
❑
INDIVIDUAL
❑
CORPORATE OFFICER
TITLE(S)
❑
PARTNER(S) ❑ LIMITED
❑ GENERAL
❑
ATTORNEY-IN-FACT
❑
TRUSTEE(S)
❑
GUARDIAN/CONSERVATOR
❑
OTHER
SIGNER
IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
01203.0005/381357.9
DESCRIPTION OF ATTACHED DOCUMENT
TITLE OR TYPE OF DOCUMENT
NUMBER OF PAGES
DATE OF DOCUMENT
SIGNER(S) OTHER THAN NAMED ABOVE
A-21
EXHIBIT "A"
SCOPE OF SERVICES
I. Consultant will perform the following Services on an on-call basis:
Willdan Engineering ("Willdan") shall provide as -needed consultation services to assist
City of Rancho Palos Verdes ("City") residents and private property owners who apply for
private development projects ("Applicants") to comply with the California Model Water
Efficient Landscape Ordinance ("WELO'; California Code of Regulations ("CCR") §§ 490, et
seq.) If the City deems an Applicant's proposed development project triggers WELO
requirements and regulations, the City will provide Willdan with a written request for as -needed
consultation services. The City shall create a Trust Deposit Fund ("TDF") to be fully funded,
and replenished if necessary, by individual Applicant to provide payment to Willdan for as -
needed consultation services. Under this Agreement, the City may also request Willdan provide
as -needed consultation services and compliance analysis related to (1) The Water Conservation
in Landscaping Act (AB 1881); (2) The California Environmental Quality Act (CEQA); and (3)
Habitat Conservation Plans (HCP) and Natural Communities Conservation Plans.
After completion of City's requested as -needed consultation services, Willdan shall
provide the City with dated and itemized invoices which include individual Applicant's City -
administered TDF account number. The City will compensate Willdan for as -needed consulting
services with Applicant's funds from the TDF. City funds, including but not limited to the City's
General Fund, shall not fund Willdan's payments under this agreement. The City will reimburse
Applicant with all residual private funding after Willdan accepts payment for services.
A. Preliminary Screen Check
01203.0005/381357.9
Upon receipt of development plans and a written request for on -as -needed
call consultation services from the City, Willdan shall provide a screen
check of plan check submittal packages. If an Applicant's plan check
package is missing critical plan check items (such as conditions of
approval, reference reports, or reference plans), Willdan will contact the
applicant/City, and the plan check will not begin.
ii. Willdan will bring incomplete submittals to the attention of City staff.
Examples of incomplete submittals would include:
1. Landscape plans without a soils report, erosion control plans (if
applicable), or conditions of approval
50- and 90 -percent complete designs, or incomplete plans with line
work and construction notes missing, blank sheets, or no associated
reports or estimates
A-22
iii. Submittal packages must be complete and contain all necessary reference
materials. Willdan shall notify the City and Applicant of deficiencies in
the submittal and consultation and checking services will resume once the
Applicant's review submittal package is complete. If authorized by the
City, Willdan's review will begin with the incomplete package.
B. First Plan Check
Once Willdan deems an Applicant's submittal package for first review
complete, Willdan's plan check shall begin. Willdan shall review
applicant's entire landscape and irrigation plans set. In addition to
Willdan's WELO compliance review, Willdan shall review information on
other design disciplines, i.e. civil, grading and drainage, that does not
conflict with proposed improvements shown on other plan sets; and that
dimensional information is consistent from sheet to sheet.
ii. After First Plan Check review, Willdan shall provide Applicant with
revised plans and reports, marked -up plans and reports, and a comment
letter to discuss missing or incomplete items in submittal package.
C. Second Plan Check
01203.0005/381357.9
Applicant's resubmittal packages must be complete and shall contain
revised plans and reports, previously marked -up plans and reports, and a
written response memo responding to all comments in Willdan's review
memo. Comments shown on the plans may be responded directly on the
plans.
ii. Willdan shall provide a screen check of the second plan check submittal
package. If Applicant's plan check package is missing any of the requested
items noted in Willdan's comment letter, Willdan shall contact the City or
Applicant and the plan check will not start until all requested materials are
provided. Examples of non-responsive re -submittals would include:
Plan set resubmitted that have not addressed the majority of
comments provided on the previous check; and marked -up plans
not re -submitted with the latest set of plans.
2. Resubmitted plan check package without the requested reference
materials or without responding in writing to the written comments
provided in the review memo or on the plans.
iii. Willdan will perform a back check of the first check comments and review
any additional materials or improvement plans requested in the first check.
Willdan shall complete the plan check and forward comments to the City.
A-23
iv. After Second Plan Check review, Willdan shall provide Applicant with
revised plans and reports, marked -up plans and reports, and a comment
letter to discuss missing or incomplete items in submittal package.
D. Third Plan Check (if necessary)
i. Applicant's resubmittal packages must be complete and contain revised
plans and reports, previously marked -up plans and reports, and a written
response memo responding to all comments in the review memo.
Comments shown on the plans may be responded directly on the plans.
ii. Willdan will provide a screen check of the plan check resubmittal package.
If the plan check package is missing any of the items noted in the comment
letter, the City will be contacted and the plan check will not commence
until all requested materials are provided.
E. Final Plan Check
i. If, after the second or third plan check, the Applicant has adequately
addressed the previous plan check comments, Willdan will mark the plans
"Recommend Acceptance" and date on the title sheet, and forward the
final plans and the reports to the City for recommend acceptance.
F. Fourth Plan Check (if necessary)
i. If a fourth check is required or a major redesign has occurred, Willdan will
revise and coordinate the plan check effort estimate and schedule with the
City before completing the plan check.
Il. As part of the Services, Consultant will prepare and deliver the following tangible
work products to the City:
A. Each task shall be indicated by a written request produced by the Contract Officer
with a description of the work to be performed, and the time desired for
completion. All tasks shall be carried out in conformity with all provisions of this
Agreement.
B. Consultant must prepare a written description of the requested tasks including all
components and subtasks; the costs to perform the task ("Task Budget"), using the
itemized fees in Exhibit C, Schedule of Compensation, whenever a requested task
is provided for in Exhibit C; explain how the cost was determined; and, a
schedule for completion of the task ("Task Completion Date"); which shall all
collectively be referred to as the "Task Proposal".
C. Contract Officer shall in writing approve, modify or reject the Task Proposal, and
may issue a Notice to Proceed.
01203.0005/381357.9
A-24
D. The task shall be performed at a cost not to exceeding the Task Budget.
E. Consultant shall complete the task and deliver all deliverables to Contract Officer
by the Task Completion Date.
III. As part of the Services, Consultant will prepare and deliver the following tangible
work products to the City:
A. Preliminary Plan Check, see Section I.A. above.
B. First Plan Check see Section I.B. above
C. Second Plan Check, see Section I.C. above
D. Third Plan Check (if necessary), see Section I.D. above
E. Final Plan Check, see Section I.E. above
F. Fourth Plan Check (if necessary), see Section I.F. above
IV. 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; NOT APPLICABLE:
V. 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. Further described in and attached hereto as Exhibit A-1
01203.0005/381357.9
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EXHIBIT "A-1"
Representatives and Personnel of Consultant
(Excluding Resumes)
Brief cameos of our project team are provided herein. Comprehensive resumes are provided in the
Resumes section of this proposal.
• Project Manager & WELO Plan Review • Landscape Architect, California No. 3551
• California State Contractor License No. C-27
• 25 Years of Experience
Similar Proiect Experience
• Plan Reviewer, currently providing services for WELD compliance
• Plan Reviewer, Terranea Resort Hotel, City of Rancho Palos Verdes
• Plan Reviewer, formally Ocean Trails Residential Development (currently Trump National Golf Club),
City of Rancho Palos Verdes
Ex erience Skills that Benefit the QV ot Rancho Palos Verdes
• Knowledgeable with State of California's WELL] and related municipal codes for landscaping design
manuals/codes
• Designed and completed projects for the City of Rancho Palos Verdes
• WELO Pians Reviewer/Landscape • Landscape Architect, California No. 4967
• Certificate of Completion for MWELO
• 19 Years' Experience
Similar Proiect Experience
March Business Center Unit 4, Phases 1 and 2, March Joint Powers Authority (formerly March Air
Force Base)
Landscape/Irrigation Plan Reviewer, EI Super Market and Commercial Center, City of La Fuente
Landscape/Irrigation Plan Reviewer, Tortoise Rock Casino, Twenty -Nine Palms Band of Mission
Indians
Designed and completed projects for the City of Rancho Palos Verdes
Ex erience Skills that Benefit the City of Roncho Palos Verdes
• Knowledgeable with State of California's WELD and related municipal codes for landscaping design
manuals/codes
• Experienced in preparing landscape and irrigation plans in compliance with State of California WELD
and Sim ilaradopted ordinances of local cities
• WELO Plans Reviewer/Irrigation 15 Years' Experience
Similar Project Experience
• Plan Reviewer, County of Los Angeles
• Experienced in preparing landscape and irrigation plans in compliance with State of California WELD
and similar adopted ordinances of local cities
Experience/Skills that Benefit the City of Rancho Palos Verdes
Knowledgeable with State of California's WELD and related municipal codes for landscaping design
manuals/codes
• Design/plan review experience for County of Los Angeles
COMPRE,.ENSIVE.
INNOVATI
VE. Proposal for Water Efficient Landscape Consultant
TRUSTED.
01203.0005/381357.9
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Robert Sun
Environmental Plans Reviewer/CEQ4 23 Years' Experience
Similar Project Experience
Environmental Planner, Richmond Road Bike Path, City of Ridgecrest
Sus Route Street Improvement, Bear Valley Community Service District
Study Checklist, Traffic Impact Analysis, and a Mitigated Negative Declaration (IS/MND) pursuant to
the California Environmental Quality Act (CEQA), City of Chino Hills
ExperiencelSkifls that Benefit the City of Rancho Palos Verdes
Knowledgeable of the Palos Verdes Peninsula environment
Knowledgeable of the California Environmental Quality Act and NEPA
Knowledgeable of Habitat Conservation Plans (HCP) and Natural Communities Conservation Plans
(NCCP)
Organizational Chart
The organization chart below identifies the key personnel and further illustrates communication and re-
porting relationships and project roles for our team.
Resumes
WiIIda n has included resumes for our team members in the following pages.
COMPREHENSIVE
INNOVATIVE,
TRIiSTEL].
01203.0005/381357.9
Proposal for Water fHlcleni Landscape Consunant
A-27
EXHIBIT "B"
SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
I. Section 2.1 "Contract Sum" is amended as follows (deleted text in strike thr-o gh, added
text in bold italics):
Subject to any limitations set forth in this Agreement, City agfees to pay will administer
the Trust Deposit Fund funded by private resident and/or property owners and, with those
individual private funds, and from that account pay Consultant the amounts specified in the
"Schedule of Compensation" attached hereto as Exhibit "C" and incorporated herein by this
reference. The total eempensation, ineluding r-eimbtffsemeilt fer- aetual expenses, shall not.
exeeed Dollars($ � (the «Gentf-ae-+1.additional eempensation is approved pimsuant to Seetion 1.8.
II. Section 5.2 "General Insurance Requirements" is amended as follows (deleted text in
s#ike thfettgh, added text in bold italics):
All of the above policies of insurance shall be primary insurance and, with the exception
of Worker's Compensation and Professional Liability insurance, 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 eet4ifie first class mail 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.
01203.0005/381357.9
•
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 WRITTEN 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 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.
01203.0005/381357.9
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EXHIBIT "C"
SCHEDULE OF COMPENSATION
I. Consultant shall establish a Task Budget for each Task identifying the subtasks,
based on the time and rates of the personnel performing the subtasks, and itemizing
all materials and equipment utilized and the costs thereof. If payment is to be made
other than at completion of the services, then the phases of the performance and
percentage of payment due shall also be shown in the Task Proposal. City must
provide written approval of the Task Budget before work can begin.
II. 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 $ as
provided in Section 2.1 of this Agreement. NOT APPLICABLE.
IV. Consultant's billing rates for Services are attached as Exhibit C-1.
01203.0005/381357.9
A-30
EXHIBIT "C-1"
BILLING RATES FOR SERVICES
Hourly Billing Rates
The table below list our hourly rates for work requested by the City that is not related to plan checking
services. The cost for David Hunt, Principal -in -Charge, has not been included in our fees. There will be no
added fees for services provided by Mr. Hunt.
John Hidalgo Principal Project Manager
$180.00
Bryan Nguyen Senior Landscape Architect
$133.00
Carlos Espinoza Assistant Landscape Architect
$112.00
Robert Sun Principal Planner
$155.00
Project Cost for Plan Reviews
The following fees include two pian review submittals, and if necessary telephone calls between the
applicant for comment clarification and plan check information.
Schedule of Fees and Reimbursable Expenses
1. For Landscape Areas Totaling 4 Hours Minimum/ 6 Hours
Maximum Fee Amount - $875.00
500 — 7,500 Square Feet Maximum
2. For Landscape Areas Totaling 6 Hours Minimum / 11 Hours
Maximum Fee Amount -
7,501-15,000 Square Feet Maximum
$1,500.00
The fees noted above include two plan check submittals. For projects greater than 15,000 square feet
Willdan will provide a separate fee based on the number of landscape sheets in the plan set submittal.
For plan checks that require a third re -submittal, the fee would be the base fee plus the additional time
for the third check. The additional time will be based on a time and materials at $125.00 per hour.
All plan checks will be sent via federal express and the fee for delivery is included for the first and
second plan checks.
Turnaround Time
Landscape review turnaround timeframes will vary with the complexity or extent of the project. A
typical landscape project consisting of four to seven plan sheets that includes grading plans, soils report,
water calculations, and schedule will generally follow the below -described plan review periods—
assuming complete submittals and responsive revisions:
Willdan will complete the initial review of drawings and related documents within 14 calendar
days from the date that complete drawings and related documents arrive in our office, except
for projects of major size and/or complexity (as mutually agreed) which will have a period of
performance negotiated with the City.
Willdan will complete the second review of drawings and related documents within 7 calendar
days. Plans and documents for re -checking shall be submitted in response to correction list by
the applicant.
Willdan will complete any subsequent re -checks of drawings and related documents within 5
calendar days from the date the complete and revised drawings and related documents arrive in
our office. Plans and documents for subsequent re -checking shall be submitted in response to
correction lists by the applicant.
NVCOMPREHENSIVE.
INNOVATIVE.
TRUSTED.
Proposal for Water Efficient Landscape Consuttant
01203.0005/381357.9
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EXHIBIT "D"
SCHEDULE OF PERFORMANCE
I. Consultant shall perform Services on an on-call basis as set forth in Exhibit A.
II. The Contract Officer may approve extensions for performance of the Services in
accordance with Section 3.2.
01203.0005/381357.9
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