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RPVCCA_SR_2011_06_07_H_Contract_Renewal_Photo_Simulation_ServicesCITY OF TO: FROM: DATE: SUBJECT: REVIEWED: Project Manager: HONORABLE MAYOR &CITY COUNCIL MEMBERS JOEL ROJAS,AICP,COMMUNITY~PMENT DIRECTOR JUNE 7,2011 CONTRACT RENEWAL FOR ON-CALL PHOTO SIMULATION SERVICES CAROLYN LEHR,CITY MANA~~ Leza Mikhail,Associate Planner\f!!V RECOMMENDATION Authorize the Mayor and City Clerk to execute an extension of the current professional' service agreement with VisionScape,Inc.to provide professionally prepared and certified photo simulations to the City on an as-needed basis for major project applications for an additional two-year period,until June 30,2013. DISCUSSION When a project application necessitates the preparation of a Negative Declaration (NO), Mitigated Negative Declaration (MND)or Environmental Impact Report (EIR),Staff requests a project applicant to prepare photo simulations for inclusion in the MND or EIR to assist Staff,the public and the City decision makers in assessing the impacts of the proposed project during the public hearing phase.It is not uncommon for the accuracy of the prepared photo simulations to be questioned by members of the public opposed to a project.Although Staff asks the City's NO,MND or EIR consultant to double-check an applicant's photo simulations for accuracy,the public may still have doubts to their accuracy and Staff must rely on a third-party consultant to verify their accuracy.As a result,. Staff has used a third-party consulting firm for the purpose of preparing Staff-required view simulations in a format set and controlled by the City. In order to ensure consistency and accuracy of photo simulations used by the City for its CEQA analysis and during the decision-making process in the future,Staff has used VisionScape,Inc.as a photo simulation consultant for use on an as-needed basis.Staff believes that having a contract with a photo simulation consultant helps eliminate some of the controversy,or alleged statements of "bias"that tend to occur for controversial projects. Under this contract,if a project is determined by the City to need a photo simulation for the purposes of CEQA analysis or for other reasons,a trust deposit is collected from the Applicant to pay for all costs associated with preparing a photo simulation.The City then H-1 tasks the City's Photo Simulation Consultant to prepare a photo simulation,or multiple simulations,based on the applicant's plans and City-determined station points.The advantage of this process is that the Consultant providing the photo simulation is accountable to the City and the City sets the product specifications to ensure consistency for all projects. Consultant Services and Scope of Work The consultant provides the City with the following experience and expertise: •Knowledge of the unique setting of the Palos Verdes Peninsula •The preparation of accurate and realistic photo simulations of proposed developments on an as-needed basis •Provides certified photo-simulations,design renderings,and/or other appropriate depictions of the future appearance of requested development projects using modern technologies •Collection and analysis of data and information,including field visits and observations to document the proposed location of a proposed development,the surrounding neighborhood and views from specific locations (digital photographs, station points,GPS coordinates,etc.) •Provides written certification that prepared photo-simulations are an accurate depiction of height,scale,bulk,mass,setbacks,grade elevations, existing/proposed landscaping,existing/proposed structures between the proposed development and station points and any other related requests by Staff,the Planning Commission or the City Council •Prepares written reports to the City,with appropriate maps,aerial photographs and illustrations,documenting the work elements,analysis and methodology used to prepare the photo simulation •Attends,on an as-needed basis,Planning Commission meetings or City Council meetings to present and/or discuss the findings and/or methodology of the photo simulation As the City's Photo Simulation Consultant,VisionScape,Inc.will continue to provide a variety of specialized services listed above on an as-needed basis.The scope of work and billing rates (which remain unchanged)are attached to the Contract attached to this report. CONCLUSION VisionScape,Inc.is a highly qualified firm,with extensive experience and professional credentials,and is familiar with the unique setting of the Palos Verdes Peninsula and the planning process.As such,Staff supports executing the renewal of a service agreement with VisionScape,Inc.for providing the City with on-call photo simulation services. H-2 FISCAL IMPACT Costs associated with photo simulation services provided by VisionScape,Inc.will be borne by private developers.However,photo simulation consultant costs for development or improvement projects that are sponsored by the City will be borne by the City.Therefore,unless related to a City-sponsored project,Staff does not expect costs associated with on-call photo simulation services to be borne by the City's General Fund. AL TERNATIVES In addition to Staff's recommendation,the following alternatives are available for consideration by the City Council: 1)Authorize the Mayor and City Clerk to execute a contract for an alternative period of time. 2)Direct Staff to make additional modifications to the proposed contract and bring the revised contract back for further discussion at a future meeting;or, 3)Direct Staff to issue a new Request for Proposal (RFP). Attachments •Service Agreement Between the City and VisionScape,Inc. •VisionScape,Inc.RFP response H-3 AGREEMENT FOR PHOTO SIMULATION CONSULTING SERVICES This Agreement is executed this i h day of June,2011,by and between the City of Rancho Palos Verdes (hereinafter called "CITY"),and VisionScape Imagery,Inc. (hereinafter called "CONSULTANT"). RECITALS WHEREAS,The CITY wishes to use the professional services of CONSULTANT to provide photo simulation consulting and technical services to CITY on an as-needed basis; WHEREAS,the CITY has previously worked with CONSULTANT under a different agreement for two years and now seeks to enter into a new agreement with CONSULTANT for an additional two-year period;and WHEREAS,CONSULTANT represents that it is professionally qualified and able to prepare certified photo simulations that represent the proposed appearance of a project as seen from various vantage points. NOW,THEREFORE,in consideration of the foregoing recitals and the covenant hereinafter set forth,the parties hereto mutually agree as follows: Section 1.CONSULTANT's Services.CONSULTANT shall,in a professional and timely manner,perform the following services,when requested by the CITY and as set forth in the Proposal,attached hereto as Exhibit "A"and incorporated herein by this reference,including but not limited to the following services: (a)When requested,CONSULTANT shall attend and participate in meetings with CITY staff,as well as public hearings,which are necessary for the decision-making body to make informed decisions on specific projects. (b)CONSULTANT shall supply CITY with the deliverables described in the Proposal attached as Exhibit "A." (c)CONSULTANT shall respond to comments raised by CITY staff's review of the documents in order to facilitate their completion. Section 2.Time of Performance.CONSULTANT shall perform all services and duties pursuant to this Agreement,and as specified in the schedule set forth in the Page 1 of 14 R6876-000 1/1353368v3 H-4 attached Exhibit "A"in a professional and timely manner at the direction of the Director of Community Development or the Director's designee.CONSULTANT shall estimate in writing the time estimate to complete each project,which shall be subject to review and authorized in writing by the Director of Community Development or the Director's designee.CONSULTANT shall provide CITY with a final product within a reasonable range of time,between three (3)and four (4)weeks from the time the photo simulation is requested by the CITY.CITY shall provide CONSULTANT with a minimum of 24- hour notice for all requests.Time is of the essence in performing services pursuant to this Agreement. Section 3.Term.This Agreement shall commence on July 1,2011,and shall terminate on June 30,2013,unless sooner terminated pursuant to Section 14 of this Agreement. Section 4.Compensation. (a)CITY agrees to compensate CONSULTANT in full satisfaction for CONSULTANT's professional services rendered and costs incurred pursuant to this Agreement in accordance with the rates and amounts set forth in Exhibit "A"The schedule of hourly rates shall be effective through the term of this Agreement. (b)CITY may request in writing that CONSULTANT perform additional services not covered by the specific scope of work set forth in this Agreement and Exhibit "A"CITY may also request that CONSULTANT print additional copies of any document beyond the estimated cost allotted for copies in Exhibit "A"CONSULTANT shall notify and obtain approval from the CITY prior to performing such additional services and will be paid for such additional services in accordance with the Schedule of Hourly Rates in Exhibit "A" (c)The CITY shall withhold five percent (5%)of each bill submitted by CONSULTANT in a retention account.The CITY shall release the retained funds to CONSULTANT upon successful completion of the project as determined by CITY Staff. (d)If CONSULTANT is requested by CITY to revise or supplement the Photo Simulation with additional data,information or analysis solely as a result of the CONSULTANT's failure to comply with the scope of work stipulated in Exhibit "A," CONSULTANT shall provide such revision or supplement at no additional cost to the CITY. Page 2 of 14 R6876-0001/1353368v3 H-5 (e)If changes to existing laws,rules,regulations or policies of any state, federal or local governmental authority having jurisdiction over the project occur,or new,unforeseen issues arise,CONSULTANT will perform any necessary additional services on a time-and-materials basis,at the rates set forth in Exhibit "A". (f)CONSULTANT shall submit to CITY,by not later that the tenth (10 th )day of each month,its bill for services rendered and costs incurred during the previous month.If CONSULTANT's bill is property prepared and received by CITY by not later than the tenth (10 th )day of the month,CITY shall pay CONSULTANT all uncontested amounts set forth in CONSULTANT's bill by not later than thirty (30)days from the date that the bill was received.All other properly billed and uncontested invoices received after the 10th of the month shall be paid by CITY not later than forty-five (45)days after receipt of CONSULTANT's bill by CITY. (g)All payments due to CONSULTANT shall be paid to: VisionScape Imagery,Inc. 15375 Barranca Parkway STE A104 Irvine,CA 92618 (h)In the event CITY fails to pay any undisputed amounts due to CONSULTANT within forty-five (45)days after invoices are received by CITY,then CITY agrees that CONSULTANT shall have the right to consider said default a breach of this Agreement and may be terminated by CONSULTANT without liability to CONSULTANT upon ten (10)working days of advance notice to CITY. (i)CITY agrees to use its best efforts to notify CONSULTANT of any disputed invoice amounts within ten (10)days of the receipt of each invoice.However, CITY's failure to timely notify CONSULTANT of a disputed amount shall not be deemed a waiver of CITY's right to challenge such amount. 0)The CITY and CONSULTANT acknowledge and agree that the terms of CONSULTANT's compensation are not dependent upon the CITY's final action on the decision of a project. Section 5.Independent Contractor.CONSULTANT is and shall at all times remain,as to the CITY,a wholly independent contractor.Neither the CITY nor any of its agents shall have control over the conduct of CONSULTANT or any of the CONSULTANT's employees,except as herein set forth,and CONSULTANT is free to Page 3 of 14 R6876-000 1/1353368v3 H-6 dispose of all portions of its time and activities which it is not obligated to devote to the CITY in such a manner and to such persons,firms,or corporations as the CONSULTANT wishes except as expressly provided in this Agreement.CONSULTANT shall have no power to incur any debt,obligation,or liability on behalf of the CITY or otherwise act on behalf of the CITY as an agent.CONSULTANT shall not,at any time or in any manner,represent that it or any of its agents,servants or employees,are in any manner agents,servants or employees of CITY.CONSULTANT agrees to pay all required taxes on amounts paid to CONSULTANT under this Agreement,and to indemnify and hold the CITY harmless from any and all taxes,assessments,penalties, and interest asserted against the CITY by reason of the independent contractor relationship created by this Agreement.CONSULTANT shall fully comply with the workers'compensation law regarding CONSULTANT and its employees. CONSULTANT further agrees to indemnify and hold the CITY harmless from any failure of CONSULTANT to comply with applicable workers'compensation laws.The CITY shall have the right to offset against the amount of any fees due to CONSULTANT under this Agreement any amount due to the CITY from CONSULTANT as a result of its failure to promptly pay to the CITY any reimbursement or indemnification arising under this Article. Section 6.Assignment.This Agreement may not be assigned in whole or in part without the prior written consent of CITY.Any such purported assignment without written consent shall be null and void,and CONSULTANT shall hold harmless,defend and indemnify the CITY and its officers,officials,employees,agents and representatives with respect to any claim,demand or action arising from any unauthorized assignment. Section 7.Consultant's Responsible Principal.The CONSULTANT shall have Responsible Principals who shall be primarily responsible for the CONSULTANT's obligations under this Agreement and who shall serve as principal liaisons between the CITY and CONSULTANT.The name of the Responsible Principals are Eddie Font or Joe Font,Principals for VisionScape,Inc.CONSULTANT shall not designate representatives or liaisons other than Eddie Font or Joe Font without prior written consent of the Community Development Director,except for temporary re-assignments in case of vacation,illness or emergency,where CONSULTANT shall provide verbal Page 4 of 14 R6876-0001/1353368v3 H-7 notification to the Community Development Director. Section 8.Personnel.CONSULTANT represents that it has,or shall secure at its own expense,all personnel required to perform CONSULTANT's servi~es under this Agreement.CONSULTANT shall notify CITY in writing of its recommendation of the retention of any supplemental sub-consultants and the need therefor.However, CITY shall have the exclusive authority to determine whether such sub-consultants shall be retained pursuant to CONSULTANT's recommendation.At all times, CONSULTANT shall be responsible for subconsultants'services. Section 9.CITY Liaison.CONSULTANT shall perform under the general supervision of the Community Development Director of CITY or his or her designee, and all communications,instructions and directions on the part of the CITY shall be communicated exclusively through the Community Development Director or his or her designee. Section 10.Documents.All documents,plans,specifications,records, reports,information,data,exhibits,maps,photographs,images,video files and media created or developed by CONSULTANT pursuant to this Agreement ("Written Products")shall be and remain the property of the CITY without restriction or limitation upon its use,duplication or dissemination by the CITY.All Written Products shall be considered "works made for hire,"and all Written Products and any and all intellectual property rights arising from their creation,including,but not limited to,all copyrights and other proprietary rights,shall be and remain the property of the CITY without restriction or limitation upon their use,duplication or dissemination by the CITY.CONSULTANT shall not obtain or attempt to obtain copyright protection as to any Written Products. CONSULTANT hereby assigns to the CITY all ownership and any and all intellectual property rights to the Written Products that are not otherwise vested in the CITY pursuant to the paragraph directly above this one. CONSULTANT warrants and represents that it has secured all necessary licenses,consents or approvals to use any instrumentality,thing or component as to which any intellectual property right exists,including computer software,used in the rendering of the services and the production of all Written Products produced under this Agreement,and that the CITY has full legal title to and the right to reproduce the Written Products.CONSULTANT shall defend,indemnify and hold the CITY,and its Page 5 of 14 R6876-0001/1353368v3 H-8 elected officials,officers,employees,servants,attorneys,designated volunteers,and agents serving as independent contractors in the role of CITY officials,harmless from any loss,claim or liability in any way related to a claim that CITY's use of any of the Written Products is violating federal,state or local laws,or any contractual provisions, or any laws relating to trade names,licenses,franchises,copyrights,patents or other means of protecting intellectual property rights and/or interests in products or inventions.CONSULTANT shall bear all costs arising from the use of patented, copyrighted,trade secret or trademarked documents,materials,equipment,devices or processes in connection with its provision of the services and Written Products produced under this Agreement.In the event the use of any of the Written Products or other deliverables hereunder by the CITY is held to constitute an infringement and the use of any of the same is enjoined,CONSULTANT,at its expense,shall:(a)secure for CITY the right to continue using the Written Products and other deliverables by suspension of any injunction,or by procuring a license or licenses for CITY;or (b) modify the Written Products and other deliverables so that they become non-infringing while remaining in compliance with the requirements of this Agreement.This covenant shall survive the termination of this Agreement. During the term of this Agreement,CONSULTANT may retain one copy of each Written Product for its records.All documents,plans,specifications,records,reports, information,data,exhibits,maps,photographs,images,video files and media that are in CITY's possession and necessary for the carrying out of this work ("Loaned Documents")shall be available to CONSULTANT throughout the term of this Agreement without charge. Upon termination,abandonment or suspension of the Project,the CONSULTANT shall deliver to the CITY all Written Products and Loaned Documents without additional costs or expense to the CITY.If CONSULTANT prepares a document on a computer,CONSULTANT shall provide CITY with said document both in a printed format and in an electronic format that is acceptable to the CITY.All Written Products that are prepared with computer-based mapping or spreadsheet programs shall be provided to CITY in their original formats. All Written Products are confidential until released by CITY to the public. CONSULTANT agrees that Written Products shall not be made available to any third Page 6 of 14 R6876-000 1/1353368v3 H-9 party without the prior written consent of CITY. Section 11.Conflicts of Interest.The CONSULTANT represents that it presently has no interest and shall not acquire any interest,direct or indirect,that would conflict in any manner with the performance of the services contemplated by this Agreement.CONSULTANT agrees not to accept any employment or representation during the term of this Agreement or within twelve (12)months after completion of the work under this Agreement which is or may likely make CONSULTANT "financially interested"(as provided in California Government Code Sections 1090 and 87100)in any decisions made by CITY on any matter in connection with which CONSULTANT has been retained pursuant to this Agreement.No person having any such interest shall be employed by or be associated with the CONSULTANT or any sub-consultant. Section 12.Insurance.Not less than one day prior to commencing performance under this Agreement,CONSULTANT shall submit to CITY certificates evidencing compliance with the following minimum insurance requirements,to be maintained during the term of this Agreement: (a)General Liability.CONSULTANT shall at all times during the term of the Agreement carry,maintain,and keep in full force and effect,a policy or policies of Comprehensive General Liability Insurance,with a minimum limits of one million dollars ($1,000,000.00)for each occurrence and in the aggregate,combined single limit, against any personal injury,death,loss or damage resulting from the wrongful or negligent acts by CONSULTANT.Said policy or policies shall be issued by an insurer admitted in the State of California and rated in Best's Insurance Guide with a rating A:VII or better. (b)Professional Liability.CONSULTANT shall at all times during the term of this Agreement,carry,maintain,and keep in full force and effect a policy or policies of professional liability insurance with a minimum limit of one million dollars ($1,000,000) per claim and aggregate for errors and/or omissions of CONSULTANT in the performance of this Agreement.Said policy or policies shall be issued by an insurer admitted to do business in the State of California and rated in Best's Insurance Guide with a rating of A:VII or better.If a "claims made"policy is provided,such policy shall be maintained in effect from the date of performance of work or services on the CITY's behalf until three (3)years after the date of work or services are accepted as Page 7 of 14 R6876-0001/1353368v3 H-10 completed.Coverage for the post-completion period may be provided by renewal or replacement of the policy for each of the three (3)years or by a three-year extended reporting period endorsement,which reinstates all limits for the extended reporting period.If any such policy and/or policies have a retroactive date,that date shall be no later than the date of first performance of work or services on behalf of the CITY. Renewal or replacement policies shall not allow for any advancement of such retroactive date. (c)Automobile Liability.Eddie Font and Joe Font,Principals for VisionScape, Inc.,shall at all times during the term of this Agreement carry,maintain,and keep in full force and effect a policy or policies of automobile liability insurance with a minimum limit that is the greater of:1)one hundred thousand dollars ($100,000.00)per claim and occurrence and three hundred thousand dollars ($300,000.00)in the aggregate for bodily injuries or death of one person,and one hundred thousand dollars ($100,000.00) for property damage arising from one incident;or 2)the minimum automobile insurance required by law.Said policy or policies shall be issued by an insurer admitted in the State of California and rated in Best's Insurance Guide with a rating of A:VII or better. For any use of an automobile by another employee in undertaking any and all activities in the performance of this Agreement,CONSULTANT shall maintain or require the employee to maintain the minimum automobile insurance required by this paragraph. (d)Worker's Compensation.CONSULTANT agrees to maintain in force at all times during the performance of work under this Agreement worker's compensation insurance as required by the law.CONSULTANT shall require any subcontractor similarly to provide such compensation insurance for their respective employees. (e)Notice of Cancellation. (1)All insurance policies shall provide that the insurance coverage shall not be canceled by the insurance carrier without thirty (30)days prior written notice to CITY,or ten (10)days notice if cancellation is due to nonpayment of premium. CONSULTANT agrees that it will not cancel or reduce said insurance coverage. (2)CONSULTANT agrees that if it does not keep the aforesaid insurance in full force and effect,CITY may either immediately terminate this Agreement or,if insurance is available at a reasonable cost,CITY may take out the necessary insurance and pay,at CONSULTANT's expense,the premium thereon. Page 8 of 14 R6876-000 1/1353368v3 H-11 (f)Certificate of Insurance.At all times during the term of this Agreement, CONSULTANT shall maintain on file with the City Clerk certificates of insurance showing that the aforesaid policies are in effect in the required amounts.Any comprehensive general liability policy and automobile policy shall contain an endorsement\naming the CITY as an additional insured,which CONSULTANT shall maintain on file with the City Clerk. (g)Primary Coverage.The insurance provided by CONSULTANT shall by primary to any coverage available to CITY in relation to the services provided under this Agreement.The insurance policies (other than worker's compensation and professional liability)shall include provisions for waiver of subrogation. Section 13.Indemnification.CONSULTANT shall defend,indemnify,and hold the CITY,its officials,officers,employees,agents and independent contractors serving in the role of CITY officials,and volunteers (collectively "Indemnitees")free and harmless from any and all claims,demands,causes of action,costs,expenses, liabilities,losses,damages or injuries,in law or equity,to property or persons,including wrongful death (collectively "Claims"),in any manner arising out of or incident to any acts or omissions of CONSULTANT,its officials,officers,employees or agents in connection with the performance of this Agreement,including without limitation the payment of all consequential damages,attorneys'fees,and other related costs and expenses,except for such Claims arising out of the sole negligence or willful misconduct of Indemnitees.With respect to any and all such Claims,CONSULTANT shall defend Indemnitees at CONSULTANT's own cost,expense,and risk and shall pay and satisfy any judgment,award,or decree that may be rendered against Indemnitees. CONSULTANT shall reimburse Indemnitees for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided.CONSULTANT's obligation to indemnify shall not be restricted to insurance proceeds,if any,received by CONSULTANT or Indemnitees.All duties of CONSULTANT under this Section shall survive termination of this Agreement. Section 14.Termination.The executory provisions of this Agreement may be terminated by CITY with or without cause upon five (5)days written notice to the CONSULTANT without further action by CITY.The executory provisions of this Agreement may be terminated by the CONSULTANT with or without cause upon sixty (60)days written notice to the CITY. Page 9 of 14 R6876-000 1/1353368v3 H-12 In the event of termination or cancellation of the Agreement by CONSULTANT or CITY,due to no fault or failure or performance by CONSULTANT,CONSULTANT shall be paid compensation for all services performed by CONSULTANT,in an amount to be determined as follows:for work done in accordance with all of the terms and provisions of this Agreement,CONSULTANT shall be paid an amount equal to the amount of services performed prior to the effective date of termination or cancellation in accordance with the schedule attached hereto as Exhibit "A";provided,in no event shall the amount of money paid under the foregoing provisions of this paragraph exceed the amount which would have been paid to CONSULTANT for the full performance of the services described in Section 4 and the authorization to proceed. In the event of such termination,all finished or unfinished documents,report,charts, data studies,surveys,in the possession of CONSULTANT under this Agreement shall be returned to the CITY,at CITY's option. Section 15.General Provisions. (a)Fair Employment Practices/Equal Opportunity Acts.In the performance of this Agreement,CONSULTANT shall comply with all applicable provisions of the California Fair Employment Practices Act (California Government Code Section 12940- 48),the Civil Rights Act of 1964 (42 U.S.C.200e-217),and the Americans with Disabilities Act of 1992 (42 U.S.C.§11200,et seq.). (b)Non-discrimination.CONSULTANT shall not discriminate as to race, creed,religion,gender,color or national origin in the performance of its services and duties pursuant to this Agreement,and will comply with all rules and regulations of the CITY relating thereto. (c)Legal Action. (1)Should either party to this Agreement bring legal action against the other,the case shall be handled in Los Angeles County,California,and the party prevailing in such action shall be entitled to reasonable attorney's fees and court costs, which shall be fixed by the judge hearing the case,and such fee shall be included in the judgment. (2)Should any legal action about a project between CITY and a party other than CONSULTANT require the testimony of CONSULTANT where there is no allegation that CONSULTANT was negligent,or committed any wrongful act,CITY shall Page 10 of 14 R6876-0001/1353368v3 H-13 compensate CONSULTANT for its testimony and preparation to testify at the hourly rates in effect at the time of such testimony. (d)Compliance with Applicable Law.CONSULTANT and CITY shall comply with all applicable laws,ordinances and codes of the Federal,State and local Governments. (e)Entire Agreement.This Agreement and Exhibit "A"represents the entire and integrated Agreement between CITY and CONSULTANT and supersedes all prior negotiations,representations or agreements,written or oral.This Agreement may be modified or amended only by subsequent written agreement signed by both parties. (f)Legal Construction. (1)This Agreement is made and entered into in the State of California and shall in all respects be interpreted,enforced and governed under the laws of the State of California,other than California's choice of law rules. (2)This Agreement shall be construed without regard to the identity of the persons who drafted its various provisions.Each and every provision of this Agreement shall be construed as though each of the parties participated equally in the drafting of same,and any rule of construction that a document is to be construed against the drafting party shall not be applicable to this Agreement. (3)The article and section,captions and headings herein have been inserted for convenience only,and shall not be considered or referred to in resolving questions of interpretation or construction.The titles used in the Agreement are for general reference only and are not part of this Agreement. (4)Whenever in this Agreement the context may so require,each gender shall be deemed to refer to and include any other gender and the singular shall refer to and include the plural. (g)Notices.Except as otherwise required by law,any notice,request, direction,demand,consent,waiver,approval or other communication required or permitted to be given hereunder shall not be effective unless it is given in writing and shall be delivered (a)in person or (b)by certified mail,postage prepaid,and addressed to the parties at the addresses stated below,or at such other address as either party may hereinafter notify the other in writing as aforementioned: Page 11 of 14 R6876-000 1/1353368v3 H-14 If to CONSULTANT: Eddie Font Principal VisionScape Imagery,Inc. 15375 Barranca Parkway STE A104 Irvine,CA 92618 If to CITY: Joel Rojas Community Development Director City of Rancho Palos Verdes 30940 Hawthorne Boulevard Rancho Palos Verdes,California 90275 A party may change its address by giving written notice to the other party. Thereafter,any notice or other communication shall be addressed and transmitted to the new address.If sent by mail,any notice,tender,demand,delivery or other communication shall be deemed effective three (3)business days after it has been deposited in the United States mail.For purposes of communicating these time frames, weekends and federal,state,religious,County of Los Angeles or CITY holidays shall be excluded. (h)Business License Required.CONSULTANT shall obtain a CITY business license prior to commencing preparation of the documentation required by this Agreement. (i)Provisions Cumulative.The foregoing provisions are cumulative and in addition to and not in limitation of any other rights or remedies available to the CITY. U)Anti-Waiver Clause.None of the provisions of this Agreement shall be deemed waived because of a previous failure to insist upon strict performance,nor shall any provision be waived because any other provision has been waived in whole or in part. (k)Severability.If any term or portion of this Agreement is held to be invalid, illegal,or otherwise unenforceable by a court of competent jurisdiction,the remaining provisions of this Agreement shall continue in full force and effect. Page 12 of 14 R6876-000 1/1353368v3 H-15 R6876-0001/1353368v3 Page 13 of 14 H-16 IN WITNESS WHEREOF,the parties hereto have executed this Agreement as of the day and year first stated above. Dated:_ Dated:_ ATTEST: By:_ City Clerk CONSULTANT VisionScape Imagery,Inc. By: Eddie Font,Principal By: Joe Font,Principal CITY OF RANCHO PALOS VERDES By: Mayor Page 14 of 14 R6876-0001/1353368v3 H-17 R6876-000 1\1353368v3.doc Exhibit "A": Proposal H-18 VisionScape Imagery,Inc. 15375 Barranca Parkway STE A104 Irvine,CA 92618 Phone (949)727-3591 Fax (949)727-3592 www.visionscapeimagerv.com VisionScape is the industry's leading provider of highly accurate VISUAL SIMULAlIONS.Experts in communicating visions of the future,with an objective and specialized approach that with only strengthen your analysis.Ideal for EIRs and other Special Studies including helpful guidelines for customized CEQA aesthetics thresholds and analysis. Contacts Eddie Font Founding Principal eddie.font@visionscapeimagel)'.com Phone (949)727-3591 x12 Eddie Font,Principal and Co-Founder of VisionScape Imagery,provides overall strategic responsibility for the firm with almost 20 years of hands-on experience in the field of Architectural and Engineering Visualization.Mr.Font holds a Bachelor of Architecture from the University of Southern California.In 1987 he began his career at Pardee Homes,and in 1992,formed VisionScape Imagery with his brother and partner,Joe Font.Mr.Font has distinguished himself as a principal who truly interacts and enjoys working with clients.Bringing his customer-centric philosophy,as well as his expertise in the fields of Architecture and Engineering,Mr.Font ensures adherence to a prompt turnaround time and close attention to detail. Joe Font Founding Principal joe.font@visionscapeimagel)'.com Phone (949)727-3591 x14 Joe Font.Principal and Co-Founder of VisionScape Imagery,heads the Production and Project Management departments with nearly fourteen years experience in the field of visualization and with a background in Engineering.Joe leads a team of dynamic and creative artists to produce the most photo-realistic renderings available and maintain unmatched efficiency for clients.Joe Font's focus on interacting directly with clients has enabled VisionScape to provide a truly personal level of service and meet the unique project needs of each individual client.Mr.Font brings his passion for technology and design creativity to VisionS cape,excelling in creating innovative methods of simulating modern buildings,landscapes,and interiors. Overview Founded in 1992 by brothers Eddie and Joe Font,VisionS cape's products and services are invaluable throughout all stages of development,from planning and entitlement to leasing and marketing.Our compelling visual tools enable you to effectively communicate the vision of your proposed development to the world.We create incredibly photo-realistic still image renderings, animated virtual tours,highly accurate "Before and After"simulations and interactive presentation solutions.These virtual presentations make for extraordinary design review,planning and marketing material.The VisionScape team,headquartered in Irvine,California,has the technical expertise,creative skills,and production capacity to perform highly accurate and photo-realistic 3D imagery.VisionScape has completed projects of varying size and purpose,claiming clients in the public sector,as well as in the private residential and commercial segments. H-19 Facilities VisionScape uses high-tech computer systems and software to create its photo-realistic imagery and animated virtual tours showcasing proposed developments as they would appear following construction.Systems utilized include software programs such as Microsoft Office Suites,3D Studio Max,AutoCad,Flash,Zinc,Acrobat,ACT!,Microsoft Visual Studio,Photoshop, Illustrator,Adobe Premiere,Adobe Encore DVD,and Combustion.Hardware includes high-speed workstations linked to a LAN network,scanners,and state-of-the art photo quality printers.VisionS cape's comprehensive library of 3D models and photo- realistic materials contain thousands of varying landscapes,Sky,and lifestyle concepts.The library of images also allows for the application of accurate materials,maps,and textures to these proposed visions.A network farm of over 20 high performance machines run consistently for use in high resolution rendering and animation.VisionScape utilizes digital photography and the latest in GPS technology to ensure the high accuracy of proposed developments. Conflicts of Interest Statement There are no conflicts of interest with VisionScape Imagery,Inc.and the City of Rancho Palos Verdes in providing the above requested services. Project Objectives To provide professionally prepared and certified Visual Simulations as an alternative visual aid for Staff,Planning Commissioners and City Council members to utilize on an as-needed basis when evaluating the visual aspects of a project within the surrounding neighborhood. H-20 Samples of Visual Simulations Description and other pertinent Info Link Option to:http://www.visionscapeimagery.comnvisual simulation H-21 Methodology of Producing Visual Simulations The production of our highly accurate Visual Simulations is rooted in a systematic and scientific approach,resulting in finished imagery that leaves little room for skewed interpretations.The objectivity of our approach and methodology is what makes our Visual Simulations such a powerful and highly precise decision-making tool.Following our data gathering phase,our process begins with a determination of proposed camera locations and I or station points.Upon review and approval of camera locations, VisionScape will then coordinate the engineered site photography and schedule the initial site visit with City staff and I or Planner. This includes identification of reference points with GPS coordinates and specific fields of vision for each view.Concurrently,our modeling team is developing an exact computer model of the proposed development illustrating elevations,natural and finished grades including the existing and surrounding contextual elements such as streets,terrain,pads,and adjacent buildings which can be used as reference.Upon completion of the 3D modeling phase,realistic materials,maps,and textures are then applied.The next phase of our process is assembly,during which we insert the modeling into photographs taken from the site visit using a full frame camera and camera match technology.3D pads are used to situate the structures to the proposed positions as shown on the CAD grading plan and the sum is rendered.During this process,a computer model camera is aligned with the on-site photography to depict the project setting within the view.Lastly,the proposed landscape concept is applied,and final artistic touches are made to ensure that the accuracy,as well as the look and feel.is consistent with the vision of the project. It is the subtle details we integrate into our imagery which produces an enhanced photo-realistic nature.Visual effects such as lighting,shadows,contours,and landscaping allow our models to replicate the appearance of the actual development as it would appear following construction.VisionScape is able to provide a variety of media types of the finished project,including digital images,prints,Microsoft Word and PowerPoint presentations. GPS GPS and Camera Match Technology includes the use of a Trimble GeoXT (Sub-Meter)GPS device and a "Full Frame"digital camera for documenting coordinates at requested station points. Personnel VisionScape will dedicate its necessary personnel and resources to ensure the successful performance of rendered services above. Cost Range PRIMARY AND KEY PERSONNEL Principal 01 (Eddie Font)KEY Principal PM (Joe Font)KEY Production Management (Steve Huang) Modeling Supervisor (Chris Metcalf)PRIMARY Modeler 01 (Christopher Kroll)KEY Modeler 02 (Christine Tsai) IT I GPS Specialist (Frank Antilla)PRIMARY Animator 01 (Minh Do)PRIMARY Post Edit I Video 01 (Minh Do) Frame Processing I Render Farm KEY Imaging Supervisor (Alex Alvarado)PRIMARY Imager 01 (Jason Snoddy) Imager 02 (Eric Calicdan) Administrative (Elaine Jackson)KEY Reprographics &Delivery Fee mark-up Overtime Fee I Rush Accounting Manager Hourly Rate $150 125 125 125 100 100 100 120 120 50 125 100 100 75 15% 50% 100 The costs of Visual Simulations are typically in the range of $3,500 to $4,500 per view depending on the level of detail and complexity of the proposed modeling.There are cost efficiencies with additional station points and when camera locations or their vicinity to the project are considerably distant.Clean CAD files from the architect and engineer may also allow for time saving opportunities. H-22 Resumes Alex Alvarado 15375 Barranca Parkway,STE A104.lrvine.CA 92618 (949)727-3591,ext.15·alex.alvarado@visionscapeimagery.com .Fax (949)727-3592 PROFESSIONAL EXPERIENCE VisionScape Imagery;Irvine,CA Imager /Imaging Supervisor •Create photoreal architectural illustrations using photographs and 3d Models •Help establish the visual look and feel of the company •Uphold and elevate artistic standards of quality in the Imaging Department •Assess quality of other artist's work and address areas that need improvement •Maintain and organize the department image library November 2007 -Present Focus 360;Laguna Niguel.CA Modeler March 2005 -September 2007 •Responsible for constructing complete and accurate 3D models for use in animated,interactive,and still image presentations •Applied Photoshop for the enhancement of texture and background,as well as photo manipulation Sports Display Inc.;Rancho Santa Margarita,CA Graphic Artist March 2004 -March 2005 •Create advertisements in Quark Express for advertisers across the US and Canada EDUCATION Art Institute of Phoenix;Phoenix,AZ Media Arts and Animation March 2003 Bachelors of Arts Degree Courses of Study included: •3D Modeling,Illustration,Web Design,Color Theory,Traditional Animation,Environment Design,Game Level Creation.Maquette Development,Character Design. CG Soceity;www.cgsociety.com Environment Concept Design and Illustration wI Phillip Struab Certificate of Completion Courses of Study included: •Composition,Color Theory,Light Theory,Advanced Painting Techniques,Architectural Design May 2008 TECHNICAL SKILLS •Photoshop CS3 •3D Studio Max 2008 •InDesign CS •Painter 10 •AutoCad 2007 •Vray 1.5 •Illustrator CS2 •After Effects 6.5 •zBrush 3 •Flash MX •Quark Express ADDITIONAL SKILLS •Member of Concept Art.org &CG Society •Traditional Illustrator and Painter •Web Designer H-23 Chris Metcalfe 15375 Barranca Parkway,STE A104,Irvine.CA 92618 (949)727-3591,ext.23 .chris.metcalfe@visionscapeimagery.com .Fax (949)727-3592 PROFESSIONAL EXPERIENCE VisionScape Imagery;Irvine.CA 3D Modeler July 2006 -Present •Responsible for constructing complete and accurate 3D models for use in animated,interactive and still image presentations Ellender Heraldry;Santa Clarita,CA Consultant June 2005 -March 2006 •Reproduce original artwork into digital format,utilizing AutoCAD and Photoshop Cal Poly University Bookstore;San Luis Obispo,CA Key Holder August 2001 -June2006 •Opened and closed both the on-campus and downtown University Bookstores EDUCATION California Polytechnic State University;San Luis Obispo,CA Bachelor of Architecture with emphasis in computer design Minor in Art and Design TECHNICAL SKILLS 2006 •3D Studio Max 2009 •Sketch Up 6.0 •Illustrator CS2 SPECIAL ACHIEVEMENTS •Adobe Photoshop CS3 •Vray 1.50 •Onyx Tree Storm •AutoCAD 2007 •Premiere 6 •MS Office •Eagle Scout,Boy Scouts of America 1998 H-24 Minh Do 15375 Barranca Parkway,Building A First Floor,Irvine,CA 92618 (949)727-3591,ext.18 .minh.do@visionscapeimagery.com .Fax (949)727-3592 .""""""", PROFESSIONAL EXPERIENCE VisionScape Imagery;Irvine,CA Senior Modeler /Animator February 2004 -Present •Responsible for constructing complete and accurate 3D models for use in animated,interactive,and still image presentations Mclean &Schultz;Brea,CA Lead 3D Animator/Modeler March 2001 -December 2003 •Modeled civil street bridges and architectural buildings in AutoCad then imported into 3D Studio Max for texturingllighting and animation •Utilized 3D Camera Tracking for 3D composite of video aerial footage •Applied Photos hop for the enhancement of texture and background,as well as photo manipulation Digital Design Group;Fountain Valley,CA Graphic Designer/Cad Operator April 1997 -August 1999 •Generated models of technical equipments and architectural buildings in AutoCad,which were then imported into 3D Studio Max where texture and lighting were applied •Created simple animations such as walk-throughs and rotations •Provided Cad support for clients in the Architectural,Piping,and Mechanical fields Kinetics;Newport Beach,CA Cad Operator July 1996 -March 1997 •Created piping and instrument diagrams,xrefs,and solid modeling of project wI equipments and piping runs •Contracted for Rockwell semi-conductors EDUCATION Santa Ana College;Santa Ana,CA 3D Certification Program July 2000 Courses of Study included: •3D Modeling,Architectural Presentation,Web Programming (HTML),Graphic Design,Film,&Visual Effects ITT Technical Institute;Anaheim,CA Associate of Applied Science March 1997 Certificate in Drafting Technology Courses of Study included: •Architecture,Piping,Computer Aided Drafting (AutoCad 12/13),GIS,PCB,Mechanical,Civil,3D Modeling TECHNICAL SKILLS •3D Studio Max 4.26 •Combustion 3.0 •Paint Shop Pro 6.0 •Adobe Photoshop 6.0 •AutoCad Release 2000 •Match Mover •Stitcher •Premiere 6 •MS Office ADDITIONAL SKILLS •Bi-Lingual in English and Vietnamese •Member of ADDA (American Design and Drafting Association) H-25 Frank Antilla 15375 Barranca Parkway,STE A104,Irvine,CA 92618 (949)727-3591,ext.37 .frank.antilla@visionscapeimagery.com .Fax (949)727-3592 PROFESSIONAL EXPERIENCE VisionScape Imagery;Irvine,CA /T Administrator IF/ash Programmer November 2006 -Present •Maintain,upgrade and troubleshoot problems with the various computer workstations and servers in the office. •Maintain the computer network by ensuring all computer systems have maximum bandwidth. •Monitor and ensure that critical data is properly backed-up on a regular basis. •Responsible for creating interactive software programs,using Flash 2.0 and SQL,used by clients in sales/leasing offices to showcase their residences. •Maintain,upgrade and troubleshoot interactive software programs after delivery. Rosebay Capital;Irvine,CA Software Programmer 2003 -2005 •Designed a Visual Basic program in MS Excel to obtain financial data of several thousand companies,using ticker symbols,from the internet.Automated program was run on a monthly basis and the results used for investment analysis. •Designed a JAVA program that searched for misspellings between two data sets and created an algorithm that suggested the most probable correct spelling. Smith Barney;Irvine,CA ~~~~ •Acted as an intern and was responsible for marketing and helping setup seminars and workshops. EDUCATION University of California Irvine;Irvine,CA Bachelors of Science in Information and Computer Science Specialization in Networks and Distributed Systems 2006 ADDITIONAL TECHNICAL SKILLS •Familiar with C,C++,JAVA,Pascal,HTML,and Actionscript programming languages along with MS Office. Can easily learn other programming languages. •Taken upper division classes that involve Software Engineering,Database Management,Networking,Artificial Intelligence and Project classes that utilized PHP and mySQL for website design. •Also satisfied all classes that are required in applying to medical school.Have taken both MCAT and LSAT achievement tests and obtained above-average scores. •Fluent in English,Tagalog (Filipino)and basic Spanish. H-26 References·Municipalities City of Los Angeles Vincent Bertoni.Deputy Director 213.978.1272 City of San Clemente Amber Gregg.Associate Planner 949.361.6196 City of Irvine Brian Fisk.Planning Manager 949.724.6470 City of Santa Clarita Jeff Hogan,Senior Planner 661.255.4995 City of Rancho Mirage Randy Bynder.Director of Community Development 760.328.2266 References -Environmental Planning Firms PBS&J PLANNING Linda Tatum.Senior Planner 310.268.8132 PCR SERVICE CORP David Crook.Principal Planner 949.753.7001 ESA Associates Eric Ruby.Senior Vice President 858.638.0900 BonTerra Consulting Tom Smith,President 626.351.2000 RBF Consulting Collette Morse,Senior Project Manager 949.855.3653 LSA Associates Inc Rob Balen,Senior Planner 949.553.0666 Insurance Requirements Workman's Compensation Commercial General Liability Professional Liability H-27 Workers'Compensation Program State law requires that every employer provide workers'compensation insurance for their employees.This insurance provides coverage for accidents or disease rising from employment as prescribed by these state laws.Benefits can include lost wages,medical expenses,and permanent disfigurement/disability payments. POLICY INFORMATION Company: AM Best Rating: Potiey Term: Preferred Employers A XIV 10/13/2008 to 10/13/2009 COVERAGES Part A:Worker's compensation insurance as required by state law. Part B:Employer Liability -limits Bodily Injury By Accident:$1,000,000 Bodily Injury By Disease $1,000,000 Policy Limit:$1,000,000 PREMIUM BASIS Sales rsons -Outside Total Manual Premium Exoerience Modification (1.00%) Terrorism Risk Insurance Act (0.032) ......,.'.;,<. H-28 C'MA Renewal neclaration m ItT n.?7 IOltIC!t'__ B 2084451600 AaBarIlUllBD 040664 IlIlPCS .... 040 "1'"w COVIIRI.d I'ItOV'XDIID 111' VALLBYPOItGE INSURANCE COMPANY 333 S.tIlU'WIH CHICAGO,XL.60604 ZII81JQID IWIII .11m UDIII•• VISIORSCAPB DlAGBRY,mc 15375 BAlUWICA nw SUI'J'!j\.104 IRVINE,CA 92618 MDClI'IWIII .um UDRU8 cSfiS/B'LI\C!K WHI'!'B r.ASSce OF RJNADA 93111MBRICAN PACIFIC SUI'll 104 BEHDBRSOR,NV 89014 Phone NUmbera (877)724-2669 _IWIII .um UDRU. DALLlS BRUCH PLAZA OF 'l'BE A1IBRICA 600 JII PBARL S'l'S'l'E 1400 DALLlS,'l'X 75201 Phone NUmber a (214 )220-1300 if I'.RClM ..IOLIC!t'HIllOIl •'fO 09/09/2008 09/09/2009 '1'hi.policy becOllle.effective and expire.at 12:01 A.M.standard time at your mailing ad.are..on the date._own above. '1'he NUled Insu:red is a corporation. Your policy 18 composed of this neoluations.with the attaohed C.ClllIIIlon Policy Conditions.!!!!Coverage Foas.and Bndors_entB,if lUJY.'1'he Policy Foms and Endorlllement Schedule shows-I all fo:r:mB applicable to this policy at the time of x>oHcy issuance. Iii 'the Estimated Policy Premium Is I !'UJ:orl_alak 3:D.nnDce Act ~- II Audit Period is Not Auditable=-==--==II == H-29 \W>/w.ci irvine.ca.us City of Irvine.On(~CiVIc Center Plaza.PO 80x 19575.Irvine.California 92623-9575 (9491724-60,10 February 5,2007 Eddie Font Principal VisionScape Imagery 15375 Barranca Parkway Building A,First Floor Irvine,CA 92618 Re:Letter ofRecommendation Dear Mr.Font: I have become familiar with the high quality of visual simulation work that VisionScape provides its clients,and can highly recommend your firm. VisionScape was one of several firms that I invited to demonstrate their services at an Orange County Planning Director's Association meeting in 2000.Since then I have seen your business grow as your involvement in professional urban planning organizations has increased.AB a result,your client base has grown to include a wide range of large and small developers,cities and designers.Your firm's use of computerized technology to create very realistic photographs of proposed projects and their potential impacts is an invaluable tool for planners,developers,citizens and City decision makers. Last spring I invited you to present some examples of your work to my students in a UCI Extension course on Government Entitlement.This was an excellent exaI!1ple of how the use of computer generated simulations in environmental documents,view analysis studies and public presentations have positively changed the review of proposed development projects.VisionScape's realistic simulations represent a very important tool and a key element in the planning and approval process. Your continued success in this field and a more widespread use of this technology will benefit all who come in contact with it.I would be happy to speak with any of your clients regarding the use of VisionS cape's photo simulations in the development review process. .1~6A--~lsf6Q Manager ofPlanning Services PRiNTED Of\!RECYCLED PAPER H-30 Proudly Supporting _lor nearly a Decada VisionScape is the industry's leading provider of highly accurate VISUAL SIMULATIONS.Experts in communicating visions of the future,with an objective and specialized approach that will only strengthen your analysis.Ideal for EIRs and other Special Studies including helpful guidelines for customized CEQA aesthetics thresholds and analysis. PARTIAL CLIENT LIST BonTerra Consulting Culbertson Adams &Assoc Ecorp Consulting,Inc ESA Hofman Planning Hogle-Ireland,Inc City of Santa Clarita Impact Sciences,Inc Kreitzer Consulting Lambert Planning LSA PBR Planning PBS&J a Division of EIP City of Beverly Hills PeR services Corporation RBF Consulting Sirius Environmental Stantec Consulting Terra Nova Planning &Research Ultrasystems Environmental City of San Clemente Client:PeR services Corporation Project:Symantec E1R service:VISUAL SIMULATION for Analysis of Visual Impact Our process and methodology includes accurate 3Dimensional modeling, full-frame photography and GPS technology.SOO available upon request PUBLIC AND PRIVATE INFRASTRUCTURE ENERGY FACIUTIES LANDFll WATER STORAGE GENERAL PLAN STUDIES COMMERCIAL AND RESIDENTIAL "From an environmental planning firm's perspective,"Susan Tebo,Associate Principal of Impact SCiences notes,"VISual Simulations have proven to be incredibly cost effective for our clients.Such visual tools allow us to present an authoritative analysis of aesthetic impact that is easily understood,thus bringing a great deal of value in terms of review time saved and project misconceptions abated.The old adage is true;a picture paints athousand words.' YisionScape IMAGERY Northern California Office Coming Soon 888.356.3668 Southern California Office 15375 Barranca Parkway STEA104 Irvine,CA 92618 949.727.3591 www.visionscapeimagery.com SPONSOR Experience You Can Trust. H-31