CC SR 20180220 I - Charles Abbott & Assoc Contract Amendment No. 1RANCHO PALOS VERDES CITY COUNCIL
AGENDA REPORT
AGENDA DESCRIPTION:
MEETING DATE: 02/20/2018
AGENDA HEADING: Consent Calendar
Consideration and possible action to amend the Professional Services Agreement with
Charles Abbott and Associates, Inc., dated July 1, 2017, to provide Building & Safety
plan check services.
RECOMMENDED COUNCIL ACTION:
(1) Approve Amendment No. 1 to the Professional Services Agreement with Charles
Abbott and Associates, Inc. to increase the contract sum by $4,770.50, to a total
of $29,769.50, for on-call Building & Safety plan check services provided to the
City through August 2017.
FISCAL IMPACT: This amendment will increase billable compensation associated
with Building & Safety services provided by Charles Abbott and Associates, Inc. The
costs associated with these plan check reviews were not borne by the General Fund as
these costs were paid by project applicants in the form of plan check fees.
Amount Budgeted:
Additional Appropriation:
Account Number(s):
$201,000
None
101-400-4130-5101 v r4
ORIGINATED BY: Tom DeFazio, Building Official Td:F
REVIEWED BY: Ara Mihranian, AICP, Director of Community Developments
APPROVED BY: Doug Willmore, City Manager `X/
ATTACHED SUPPORTING DOCUMENTS:
A. Amendment No. 1 to Charles Abbott and Associates, Inc. contract for
Building & Safety Consulting Services (page A-1)
B. Charles Abbott and Associates, Inc. Professional Service Agreement
(Page B-1)
BACKGROUND AND DISCUSSION:
On July 1, 2017, a 60 -day Professional Services Agreement contract with Charles
Abbott and Associates, Inc. (CAA) was signed by the City Manager, pursuant to Rancho
Palos Verdes Municipal Code Chapter 2.14 for an amount not to exceed $24,999 to
cover costs incurred during the transition of Building & Safety consulting services to the
City's new consultant (Interwest Consulting Group).
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In an effort to minimize the interruption of services provided to the public during the
transition period, the City requested that CAA continue working on plan checks that they
were reviewing. The cost of the work performed by CAA during the 60 -day period
exceeded the $24,999 contract limit by $4,770.50, resulting in a total cost of
$29,769.50. In order to pay the last remaining invoice, the professional services
agreement needs to be amended by the City Council because it exceeds the City
Manager's $25,000 limit. The contract sum increase charged to City will not result in
any increased fees to applicants for plan check, permit or inspections services nor will it
impact the General Fund.
ALTERNATIVES:
In addition to the Staff recommendation, the following alternative actions are available
for the City Council's consideration:
1. Direct Staff to renegotiate the contract amendment for Building & Safety
consulting services with CAA.
2. 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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AMENDMENT NO. 1
TO CONTRACT SERVICES AGREEMENT FOR
BUILDING AND SAFETY CONSULTING SERVICES
THIS AMENDMENT TO THE CONTRACT SERVICES AGREEMENT
("Amendment") by and between the CITY OF RANCHO PALOS VERDES, a California
municipal corporation ("City") and CHARLES ABBOTT ASSOCIATES, INC. ("Consultant") is
effective as of the 20th day of February, 2018.
RECITALS
A. City and Consultant entered into that certain Agreement for Contractual Services
dated July 1, 2017 ("Agreement") whereby Consultant agreed to provide plan check, permit
issuance, inspection, and building code enforcement services for various projects in the City of
Rancho Palos Verdes.
B. City and Consultant now desire to amend the Agreement to increase the Contract Sum
by $4,770.50, to a total of $29,769.50.
TERMS
1. Contract Changes. The Agreement is amended as provided herein. Deleted text is
indicated in strikethfough and added text in bold italics.
(a) Section 2.1, Contract Sum, is hereby amended to read as follows:
"For the services rendered pursuant to this Agreement, Consultant shall be
compensated in accordance with the "Schedule of Compensation" attached hereto as
Exhibit "C" and incorporated herein by this reference, but not exceeding the
maximum contract amount of Twen4y Four- Thousand ,.rine u,,ndfea And Ninety
Dollars ($2 � Twenty -Nine Thousand Seven Hundred And Sixty -Nine Dollars
and Fifty Cents ($29,769.50) ("Contract Sum")."
(b) Section III of Exhibit "C", Schedule of Compensation, is hereby
amended to read as follows:
"The total compensation for the Services shall not exceed X4,991$29,769.50, as
provided in Section 2.1 of this Agreement."
2. Continuing Effect of Agreement. Except as amended by this Amendment, all
provisions of the Agreement shall remain unchanged and in full force and effect. From and after the
date of this Amendment, whenever the term "Agreement" appears in the Agreement, it shall mean
the Agreement, as amended by this Amendment to the Agreement.
3. Affirmation of Agreement; Warranty Re Absence of Defaults. City and
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
A-1
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, City is not
in default of any material term of the Agreement and that there have been no events that, with the
passing of time or the giving of notice, or both, would constitute a material default under the
Agreement.
City represents and warrants to Consultant that, as of the date of this Amendment, 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.
5. Authority. The persons executing this Agreement on behalf of the parties hereto
warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and
deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is
formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does
not violate any provision of any other Agreement to which said party is bound.
01203.0005/444687.1
[SIGNATURES ON FOLLOWING PAGE]
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A-2
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
Dave Aleshire, City Attorney
CITY:
CITY OF RANCHO PALOS VERDES, a
municipal corporation
Susan M. Brooks, Mayor
CONSULTANT:
CHARLES ABBOTT ASSOCIATES, INC.
By:
Name:
Title:
By:
Name:
Title:
Address: 27401 Los Altos, Suite 220
Mission Viejo, CA 92691
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.
01203.0005/444687.1
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A-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 , 2018 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
TITLES)
❑
PARTNER(S) ❑ LIMITED
❑ GENERAL
❑
ATTORNEY-IN-FACT
❑
TRUSTEE(S)
❑
GUARDIAN/CONSERVATOR
❑
OTHER
SIGNER
IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
01203.0005/444687.1
DESCRIPTION OF ATTACHED DOCUMENT
TITLE OR TYPE OF DOCUMENT
NUMBER OF PAGES
DATE OF DOCUMENT
SIGNER(S) OTHER THAN NAMED ABOVE
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 12018 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))
01203.0005/444687.1
DESCRIPTION OF ATTACHED DOCUMENT
TITLE OR TYPE OF DOCUMENT
NUMBER OF PAGES
DATE OF DOCUMENT
SIGNER(S) OTHER THAN NAMED ABOVE
A-5
CITY OF RANCHO PALOS VERDES
CONTRACT SERVICES AGREEMENT FOR
BUILDING AND SAFETY CONSULTING SERVICES
THIS PROFESSIONAL SERVICES AGREEMENT (herein "Agreement") is made
and entered into this 1" day of July, 2017, by and between the CITY OF RANCHO PALOS
VERDES, a California municipal corporation ("City") and CHARLES ABBOTT AND
ASSOCIATES (herein "Consultant").
NOW, THEREFORE, the parties hereto agree as follows:
1. SERVICES OF CONSULTANT
1.1 Scope of Services. In compliance with all of the terms and conditions of
this Agreement, the Consultant shall perform the work or services set forth in the "Scope of
Services" attached hereto as Exhibit "A" and incorporated herein by reference. Consultant
warrants that it has the experience and ability to perform all work and services required
hereunder and that it shall diligently perform such work and services in a professional and
satisfactory manner.
1.2 Compliance With Law. All work and services rendered hereunder shall
be provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of the
City and any Federal, State or local governmental agency of competent jurisdiction.
1.3 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 the Agreement.
1.4 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.
2. COMPENSATION
2.1 Contract Sum. For the services rendered pursuant to this Agreement,
Consultant shall be compensated in accordance with the "Schedule of Compensation" attached
hereto as Exhibit "C" and incorporated herein by this reference, but not exceeding the maximum
contract amount of Twenty -Four Thousand Nine Hundred And Ninety Dollars ($24,999)
("Contract Sum").
2.2 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.
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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, 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 the City of any invoice provided by the Consultant
shall not constitute a waiver of any rights or remedies provided herein or any applicable law.
2.3 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 cost 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 but not exceeding a total contract amount of Five
Thousand Dollars ($5,000) or in the time to perform of up to ninety (90) days may be approved
by the Contract Officer. Any greater increases, taken either separately or cumulatively, must be
approved by the City Council. No claim for an increase in the Contract Sum or time for
performance shall be valid unless the procedures established in this Section are followed.
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 thirty (30) 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
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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 sixty (60) days from the date hereof, except as otherwise provided in the
Schedule of Performance (Exhibit "D").
4. COORDINATION OF WORK
4.1 Representative of Consultant. Greg Robinson is hereby designated as
being the representative of Consultant authorized to act on its behalf with respect to the work and
services specified herein and make all decisions in connection therewith. All personnel of
Consultant and any authorized agents shall be under the exclusive direction of the representative
of Consultant. 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, and shall keep City informed of any changes.
4.2 Contract Officer. Doug Willmore [or such person as may be designated
by the City Manager] is hereby designated as being the representative the City authorized to act
in its behalf with respect to the work and services specified herein and to make all decisions in
connection therewith ("Contract Officer").
4.3 Prohibition Against Subcontracting or Assignment. Consultant shall not
contract with any entity to perform in whole or in part the work or services required hereunder
without the express written approval of the City. Neither this Agreement nor any interest herein
may be assigned or transferred, voluntarily or by operation of law, without the prior written
approval of City. Any such prohibited assignment or transfer shall be void.
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. Consultant shall perform all
services required herein as an independent contractor of City 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, or that it is a member of a joint
enterprise with City.
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
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an amount not less than $1,000,000.00 per occurrence or if a general aggregate limit is used,
either the general aggregate limit shall apply separately to this contract/location, or 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, death, and property damage in an amount not less
than a minimum of one million dollars ($1,000,000) per claim and occurrence. Said policy or
policies shall be issued by an insurer admitted in the State of California and rates in best's
Insurance Guide with a rating of A: VTI or better.
(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) Additional Insurance. Policies of such other insurance, as may be required
in the Special Requirements in Exhibit "B".
(f) 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 be subject to all of the requirements stated
herein.
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. 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 parry 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 this Section 5.1 to the Contract Officer. No work or services
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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
endorsement 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.
The 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 City's Risk
Manager or other designee of the City due to unique circumstances.
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, 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, except claims or liabilities occurring as a result of City's sole
negligence or willful acts or omissions. The indemnity obligation shall be binding on successors
and assigns of Consultant and shall survive termination of this Agreement.
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 and shall keep such
records for a period of three years following completion of the services hereunder. 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.
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 or as the Contract Officer shall require.
6.3 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
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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 the City without prior written
authorization from the Contract Officer.
(b) Consultant 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 the City notice of such court order
or subpoena.
(c) If Consultant provides any information or work product in violation of this
Agreement, then the City shall have the right to reimbursement and indemnity from Consultant
for any damages, costs and fees, including attorney's fees, caused by or incurred as a result of
Consultant's conduct.
(d) Consultant shall promptly notify the City should Consultant 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 thereunder. The 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 the City and to provide the City
with the opportunity to review any response to discovery requests provided by Consultant.
6.4 Ownership of Documents. All studies, surveys, data, notes, computer
files, reports, records, drawings, specifications, maps, designs, photographs, documents and other
materials (the "documents and materials") prepared by Consultant in the performance of this
Agreement shall be the property of the City and shall be delivered to the 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 the City of its
full rights of ownership use, reuse, or assignment of the documents and materials hereunder.
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.
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. 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
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may be extended, 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. If Consultant does not cure the default, the City may take necessary
steps to terminate this Agreement under this Article.
7.3 Legal Action. In addition to any other rights or remedies, either parry
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 any
legal action under this Agreement.
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.
7.4 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. 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, but
not exceeding the compensation provided therefore in the Schedule of Compensation Exhibit
"C". 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.
7.5 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.
VA
09999.0009/267879.1
8. MISCELLANEOUS
8.1 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 ensure that applicants are employed and that employees are treated during
employment without regard to their race, color, creed, religion, sek, gender, sexual orientation,
marital status, national origin, ancestry, or other protected class
8.2 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.
8.3 Notice. Any notice, demand, request, document, consent, approval, or
communication either party desires or is required to give to the other parry 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.
8.4 Integration; Amendment. 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. This Agreement
may be amended at any time by the mutual consent of the parties by an instrument in writing.
8.5 Severability. In the event that part of 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 portions 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
parry of the basic benefit of their bargain or renders this Agreement meaningless.
8.6 Waiver. No delay or omission in the exercise of any right or remedy by
non -defaulting party on any default shall impair such right or remedy or be construed as a
waiver. A party's consent to or approval of any act by the other party requiring the party's
consent or approval shall not be deemed to waive or render unnecessary the other party's consent
to or approval of any subsequent act. 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.
09999.0009/267879.1
8.7 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 any be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees,
whether or not the matter proceeds to judgment.
8.8 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.
8.9 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.
8.10 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
8.11 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 the following page.]
09999.0009/267879.1
O M
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
Doug Willmore, City Manager
CONSULTANT:
By: ,
Name:
Title: �� �ri�.r / 19I'11ec: AV /'
By: 9464,-Iln,
&4
Name: P fa jqn WU
Title: 1 04 n CC
Charles Abbott Associates, Inc.
Address: 27401 LosAkos, Ste. 220
tsswn Viejo, CA 92691
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.
10
09999.0009/267879.1
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed
the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On 1 `06- 1'7 , 2015 before me, LJ . P r,&4, personally appeared five eI a+�•�'"�` proved to me on
the basis of satisfactory evidence to be the perso (s) whose names(s) is/are subscribed towithin 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.LOFTN�B; COMM. 2078798 X
# n rs NOTARY PUBLIGCALIFORMA
Signature: ORANGE COUNTY N
MY COMM. EXP. SEPT %208
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
U
INDIVIDUAL
CORPORATE OFER
1> it a',
•.•7 TITLES)
❑
PARTNER(S) ❑ LIMITED
❑ GENERAL
❑
ATTORNEY-IN-FACT
❑
TRUSTEE(S)
❑
GUARDIAN/CONSERVATOR
❑
OTHER
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
09999.0009/267879.1
DESCRIPTION OF ATTACHED DOCUMENT
TITLE OR TYPE OF DOCUMENT
NUMBER OF PAGES
DATE OF DOCUMENT
SIGNER(S) OTHER THAN NAMED ABOVE
B-11
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
Yc� wue. Idol''_
On—I - 06 - Q , 2015 before me, LA). 9,r i U , personally appeared �.-tf►U proved to me on
the basis of satisfactory evidence to be the persons) 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.
W.
WITNESS my hand and official seal. COMM. # 2 N �T`S�°~Fe. . # 2078798 �
��
N„
Signature: NOTARY PUBLIC-CALWORNIA N
ORANGE COUNTY N
MY COMM. EXP. SEPT 16, 2018
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
❑ INDIVIDUAL
CORPORATE OFFICER
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
09999.0009/267879.1
TITLE OR TYPE OF DOCUMENT
NUMBER OF PAGES
DATE OF DOCUMENT
SIGNER(S) OTHER THAN NAMED ABOVE
B-12
N
TITLE(8)
❑
PARTNER(S) ❑ LIMITED
❑ GENERAL
❑
ATTORNEY-IN-FACT
❑
TRUSTEE(S)
❑
GUARDIAN/CONSERVATOR
❑
OTHER
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
09999.0009/267879.1
TITLE OR TYPE OF DOCUMENT
NUMBER OF PAGES
DATE OF DOCUMENT
SIGNER(S) OTHER THAN NAMED ABOVE
B-12
EXHIBIT "A"
SCOPE OF SERVICES
I. Consultant will perform the following services and will prepare and deliver the
following tangible work products to the City:
A. Plan Check: Review building and development plans for conformance with
the California Building, Electrical, Plumbing and Mechanical Codes (the
"Codes"), the California Energy Standards, City ordinances and other
requirements as set by City Departments, as well as arranging for reviews
by other responsible agencies, as appropriate. Plan check services may
be provided either through contractor or by firms previously approved by
the City. Unless there are exceptional circumstances, Consultant shall
complete first plan check of residential construction within ten ( 10)
calendar days of receipt of the submittal and subsequent plan checks
within five (5) calendar days of receipt of the resubmittal. Consultant shall
provide all plan check comments in typed format for all initial and
subsequent plan reviews.
B. Permit Issuance: Issue building permits when all State law, City
ordinances, and other requirements are met. The Director of Community
Development or his or her designee shall establish office hours for the
building inspectors to issue permits to optimize service to the public.
C. Inspection: Provide field inspections during the course of construction,
pursuant to applicable Codes. Inspection shall be made by the next
working day following a request made by 4:00 PM on the preceding day. If
requested by a permit applicant, building inspectors will provide
appointments for field inspections within a specified two-hour time frame
on the day of the inspection.
D. Building Code Enforcement: Inspect and enforce all violations of the
Codes and the California Energy Standards, including substandard
conditions. Attend office conferences and appeals to the Board of Appeals
or the City Council, pursuant to requests for attendance from the Director
of Community Development or his or her designee. Report to the
appropriate City Departments all suspected violations of other City
ordinances and requirements.
E. Coordination: Coordinate procedures with the Building Official and the
Director of Community Development and provide appropriate information
to the public.
09999.0009/267879.1
A-1
B-13
F. Working Relationships: Establish working relationships and coordinate
with other appropriate public agencies and private utilities.
G. Meetings: Attend meetings with City staff, City officials, developers,
contractors, and the general public, as required by the Director of
Community Development or his or her designee.
H. Records: Maintain all original Building and Safety records and files at City
Hall.
Fee Collection: Calculate and identify all necessary fees for building
permits, plan check and other related services for collection by the City.
Assist in coordination of requirements for contractor City business
licenses.
J. Reporting: Keep daily logs of all plan check and inspection activities.
Submit to the Director of Community Development monthly itemized
reports and an annual itemized report of all service activities. Submit
reports to other agencies, as required by law or by the City. Coordinate
the content and format of any reports with the Building Official and the
Director of Community Development.
K. Training & Certification: Provide periodic technical training to keep
Consultant's staff up-to-date on the latest codes and building techniques.
Provide to, and receive from, the Community Development Department's
staff appropriate training to coordinate the functions of that Department
and the Consultant. Plan review and inspection staff shall have obtained
and must maintain current ICC certifications. Consultant shall also employ
a certified CAS' p disabled access specialist pursuant to the requirements
of S. B. 1608.
L. Availability to the Public: The Consultant understands that building and
safety personnel must be available to provide information about the status
of active permits and to answer general questions from the public at the
counter or over the telephone during City Hall business hours when
requested to do so by City staff. Such public availability shall be provided
by either the City or Consultant's personnel using schedules established
by the City's Building Official that optimize service to the public and are
consistent with this Agreement.
M. Investigations: Conduct investigations pursuant to an approved purchase
order from the City, including field and office research and any follow-up
work, such as the preparation of letters and documents. These
investigations may also include inspections, research, code enforcement,
and so forth, which are not billable to a permit.
09999.0009/267879.1
N. Special Studies: Consultant shall perform special building and safety
studies or other work pursuant to an approved purchase order from the
City.
O. Labeling: Consultant shall allocate all costs to the appropriate trust
deposit, plan check number or other special fund. Consultant shall indicate
on all records and documents the tract, lot or parcel number, address or
other designation to identify the project site to which the costs pertain.
P. Vehicles: Provide all vehicles necessary to properly perform the services
and duties required under this Agreement.
Q. Permits: When determined appropriate to do so by the Director of
Community Development, the scope of Consultant's services shall include
the issuance of construction- related permits in the City's public rights-of-
way. The type of permits to be issued will be determined by the Director of
Community Development and will include, but not be limited to, curb cut
permits for new or relocated driveway aprons and temporary dumpster
permits in the street.
II. In addition to the requirements of Section 6.2, during performance of the Services,
Consultant will keep the City updated of the status of performance by delivering the
following status reports:
Not Applicable
III. All work product is subject to review and acceptance by the City, and must be
revised by the Consultant without additional charge to the City until found
satisfactory and accepted by City.
IV. Consultant will utilize the following personnel to accomplish the Services:
A. Greg Robinson
B. Paul Melby
C. Juliet DeMoss
Certified Personnel: Consultant'semployees who perform services for the City
pursuant to this Agreement must be ICC certified and state licensed P. E. plan
check engineer(s) and ICC certified building inspector(s).
09999.0009/267879.1
B-15
EXHIBIT "B"
SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
09999.0009/267879.1
EXHIBIT "C"
SCHEDULE OF COMPENSATION
I. Consultant shall perform the following Services at the following rates:
Building Official $111.00/hr
Building Inspector/Plan Checker $92.00/hr
Senior Registered Engineer $133.00/hr
Project Engineer $13 8.00/hr
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 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 $24,999, as provided in
Section 2.1 of this Agreement.
C-1
09999.0009/267879.1
B-17
EXHIBIT "D"
SCHEDULE OF PERFORMANCE
I. The Contract Officer may approve extensions for performance of the services in
accordance with Section 3.2.
D-1
09999.0009/267879.1
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