CC SR 20210420 J - Siemens Acceptance
CITY COUNCIL MEETING DATE: 04/20/2021
AGENDA REPORT AGENDA HEADING: Consent Calendar
AGENDA TITLE:
Consideration and possible action to accept the Citywide Streetlighting Acquisition
and Conversion Project and to amend the contract for City-owned streetlight
maintenance operations.
RECOMMENDED COUNCIL ACTION:
(1) Accept the completion of the Citywide Streetlighting Acquisition and
Conversion Project and authorize the Director of Public Works, or designee, to
sign Siemens Mobility’s Certificate of Final Completion and Acceptance;
(2) Authorize the Mayor and City Clerk to sign Amendment No. 1 to the Professional
Services Agreement with Siemens Mobility to extend the agreement for fourteen
months, through the end of FY 2021-22 and increase the contract authorization to
an amount not-to-exceed $186,700; and,
(3) Approve an additional appropriation and purchase order increase as not-to-
exceed $42,700 for standard streetlight maintenance and operations and
extraordinary, emergency, and after-hours maintenance conducted by Siemens.
FISCAL IMPACT: Increasing the not-to-exceed amount of $42,700 for maintenance
services will be funded from the 211 Streetlight Fund which has a balance of $1.4
million as of June 30, 2020.
Amount Budgeted: $26,000
Additional Appropriation: $42,700
Account Number(s): 211-400-0000-5201 $68,700
(1911 Act Street Lighting- Repairs & Maintenance)
ORIGINATED BY: Lauren Ramezani, Senior Administrative Analyst
REVIEWED BY: Ramzi Awwad, Director of Public Works
APPROVED BY: Ara Mihranian, AICP, City Manager
ATTACHED SUPPORTING DOCUMENTS:
A. Professional Services Agreement with Siemens Mobility (page A-1)
B. Siemens Mobility Certificate of Final Completion and Acceptance (page B-
1)
C. Amendment No. 1 with Siemens Mobility (forthcoming)
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BACKGROUND:
On August 15, 2017, the City Council authorized the Mayor and City Clerk to execute a
Purchase and Sale Agreement with Southern California Edison (SCE) for the acquisition
of approximately 1,799 streetlights in the City owned by SCE. This was done so that the
City could convert lamps to energy-efficient Light-Emitting Diodes (LED), resulting in
substantial savings in operations and energy costs. City ownership would also result in
greater responsiveness to maintenance requests and allow for the placement of
automated license plate recognition (ALPR) cameras on the streetlights, among other
things. The City Council authorized Staff to retain a qualified consultant to perform a
“turn-key” program to provide the following:
• Phase I: Streetlight audit and financial feasibility analysis;
• Phase II: Facilitation of streetlight acquisition from SCE;
• Phase III: Conversion of the existing High-Pressure Sodium Vapor (HPS) lights to
energy-efficient Light-Emitting Diodes (LED) lights;
• Phase IV: Assumption of standard streetlight maintenance and operation, which
includes inspections and routine bulb replacement; and
• Phase V: Assumption of extraordinary, emergency, and after-hours maintenance
services (extraordinary), which includes modifications, extensive repairs, or
enhancements.
DISCUSSION:
Phases I, II, and III:
On April 17, 2018, the City Council approved a Professional Services Agreement with
Siemens Mobility (Siemens) to assist the City in the acquisition of SCE owned
streetlights and their conversion into LEDs, in the amount of $499,195.60 with a
contingency of $62,879.09 for a total of $562,074.64 (Attachment A). On July 24, 2019,
a Change Order was executed in the amount of $47,345.45 for an increase in the price
of lighting fixtures and tariff increases. In January 2020, the City completed Phases I, II,
and III of the project, at a total cost of $540,476.79, as detailed in Table 1. The actual
number of streetlights acquired was 1,762, rather than the estimated 1,799.
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Table 1 – Citywide Streetlight Acquisition and Conversion Phases I, II, and III Financial Summary
Staff recommends accepting the Certificate of Final Completion and Acceptance of the
conversion work provided by Siemens and authorizing the Director of Public Works or
designee to sign the Certificate. (Attachment B)
Phases IV and V - Maintenance:
The Agreement with Siemens included a three-year period of standard streetlight
maintenance and operations in the amount of $47,925 and a three-year period of
extraordinary, emergency and after-hours maintenance in the amount of $30,000
beginning in June 2019. Funding was provided by Fund 211 (1911 Streetlighting Act)
which is a restricted, special fund to be used specifically toward City-related lighting
needs.
Phases IV and V of the project, standard streetlight maintenance and operations and
extraordinary maintenance, have totaled $50,058 in expenditures from June 2019 until to
date, as detailed in Table 2 below.
Table 2 – Citywide Streetlight Acquisition and Conversion Phases IV and V Financial Summary
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Regular and extraordinary maintenance is an ongoing need and should align with the
fiscal-year end. Therefore, Staff requests approval of a contract amendment with
Siemens extending the contract term an additional 14 months to June 30, 2022 so that
maintenance work can continue and align with the fiscal-year end. The finalized
amendment is forthcoming and will be included as late correspondence prior to the April
20 City Council meeting.
Additionally, Staff recommends increasing the contract authorization and appropriation to
an amount not-to-exceed $42,700 for Fiscal Year 2020-2021 and an amount not-to-
exceed $144,000 for Fiscal Year 2021-22. The costs incurred will be only those for actual
maintenance work performed. The requested increase would come from the 211
Streetlight Fund which has a balance of $1.4 million as of June 30, 2020.
Prior to the acquisition, all streetlight-related regular and extraordinary work was
performed by SCE as the owner of the streetlights. As a result, the full extent and cost of
services, maintenance, and repairs was not known to the City. Therefore, the initial
budget of $77,925 over three years for regular and extraordinary maintenance was
estimated based on the best available information at the time. Although the budget was
intended to be able to cover a three-year period; extraordinary maintenance work started
after acquisition, which was approximately one year into the three-year period. Therefore,
the budget was actually for a two-year period and not the intended three-year period.
Additionally, in the past year it has become evident to Staff that the cost for maintenance
exceeds original estimates. Maintenance costs consist of regular bulb replacements,
responding to resident requests for the installation of shields to mitigate glare from the
new LED lights, repairing malfunctioning lights, removing and replacing deteriorated
fixtures and poles, and replacing downed poles. Although there is significant fluctuation in
the monthly cost depending on a number of variables, based on the observed average
monthly maintenance costs over the past year and known maintenance needs over the
next several months; Staff estimates future monthly costs to be approximately $8,000 to
$12,000 per month.
ADDITIONAL INFORMATION:
Accident-Related Insurance Reimbursements
Staff will pursue reimbursement for damage to streetlights caused by vehicular accidents.
Insurance-related reimbursement is deposited into a revenue account and can be used
only after Council appropriation and contract authorization.
ALTERNATIVES:
In addition to Staff’s recommendations, the following alternative actions are available for
the City Council’s consideration:
1. Do not accept the completion of the Citywide Streetlighting Acquisition
and Conversion Project.
2. Do not approve Amendment No. 1 to the Siemens Mobility contract.
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3. Take other action, as deemed appropriate.
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CONTRACT SERVICES AGREEMENT
By and Between
CITY OF RANCHO PALOS VERDES
and
SIEMENS INDUSTRY, INC.
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AGREEMENT FOR CONTRACT SERVICES
BETWEEN THE CITY OF RANCHO PALOS VERDES AND
SIEMENS INDUSTRY, INC.
THIS AGREEMENT FOR CONTRACT SERVICES (herein “Agreement”) is made and
entered into this ____ day of February, 2018 by and between the City of Rancho Palos Verdes, a
California municipal corporation (“City”) and SIEMENS INDUSTRY, Inc., a Delaware
corporation (“Consultant”). City and Consultant may be referred to, individually or collectively,
as “Party” or “Parties.”
RECITALS
A. City has sought, by issuance of a Request for Proposals or Invitation for Bids, the
performance of the services defined and described particularly in Article 1 of this Agreement.
B. Consultant, following submission of a proposal or bid for the performance of the
services defined and described particularly in Article 1 of this Agreement, was selected by the
City to perform those services.
C. Pursuant to the City of Rancho Palos Verdes’ Municipal Code, City has authority
to enter into and execute this Agreement.
D. The Parties desire to formalize the selection of Consultant for performance of
those services defined and described particularly in Article 1 of this Agreement and desire that
the terms of that performance be as particularly defined and described herein.
OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants made by
the Parties and contained herein and other consideration, the value and adequacy of which are
hereby acknowledged, the parties agree as follows:
1. SERVICES OF CONSULTANT
1.1 Scope of Services.
In compliance with all terms and conditions of this Agreement, the Consultant shall
provide those services specified in the “Scope of Services” attached hereto as Exhibit “A” and
incorporated herein by this reference, which may be referred to herein as the “services” or
“work” hereunder. As a material inducement to the City entering into this Agreement, Consultant
represents and warrants that it has the qualifications, experience, and facilities necessary to
properly perform the services required under this Agreement in a thorough, competent, and
professional manner, and is experienced in performing the work and services contemplated
herein. Consultant shall at all times faithfully, competently and to the best of its ability,
experience and talent, perform all services described herein. Consultant covenants that it shall
follow the highest professional standards in performing the work and services required hereunder
and that all materials will be both of good quality as well as fit for the purpose intended. For
purposes of this Agreement, the phrase “highest professional standards” shall mean those
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standards of practice recognized by one or more first-class firms performing similar work under
similar circumstances.
1.2 Consultant’s Proposal.
The Scope of Service shall include the Consultant’s scope of work or bid which shall be
incorporated herein by this reference as though fully set forth herein. In the event of any
inconsistency between the terms of such proposal and this Agreement, the terms of this
Agreement shall govern.
1.3 Compliance with Law.
Consultant shall keep itself informed concerning, and shall render all services hereunder
in accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and
any Federal, State or local governmental entity having jurisdiction in effect at the time service is
rendered.
1.4 Licenses, Permits, Fees and Assessments.
Consultant shall obtain at its sole cost and expense such licenses, permits and approvals
as may be required by law for the performance of the services required by this Agreement.
Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus
applicable penalties and interest, which may be imposed by law and arise from or are necessary
for the Consultant’s performance of the services required by this Agreement, and shall
indemnify, defend and hold harmless City, its officers, employees or agents of City, against any
such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City
hereunder.
1.5 Familiarity with Work.
By executing this Agreement, Consultant warrants that Consultant (i) has thoroughly
investigated and considered the scope of services to be performed, (ii) has carefully considered
how the services should be performed, and (iii) fully understands the facilities, difficulties and
restrictions attending performance of the services under this Agreement. If the services involve
work upon any site, Consultant warrants that Consultant has or will investigate the site and is or
will be fully acquainted with the conditions there existing, prior to commencement of services
hereunder. Should the Consultant discover any latent or unknown conditions, which will
materially affect the performance of the services hereunder, Consultant shall immediately inform
the City of such fact and shall not proceed except at Consultant’s risk until written instructions
are received from the Contract Officer.
1.6 Care of Work.
The Consultant shall adopt reasonable methods during the life of the Agreement to
furnish continuous protection to the work, and the equipment, materials, papers, documents,
plans, studies and/or other components thereof to prevent losses or damages, and shall be
responsible for all such damages, to persons or property, until acceptance of the work by City,
except such losses or damages as may be caused by City’s own negligence.
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1.7 Further Responsibilities of Parties.
Both parties agree to use reasonable care and diligence to perform their respective
obligations under this Agreement. Both parties agree to act in good faith to execute all
instruments, prepare all documents and take all actions as may be reasonably necessary to carry
out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible
for the service of the other.
1.8 Additional Services.
City shall have the right at any time during the performance of the services, without
invalidating this Agreement, to order extra work beyond that specified in the Scope of Services
or make changes by altering, adding to or deducting from said work. No such extra work may be
undertaken unless a written order is first given by the Contract Officer to the Consultant,
incorporating therein any adjustment in (i) the Contract Sum for the actual costs of the extra
work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the
written approval of the Consultant. Any increase in compensation of up to ten percent (10%) of
the Contract Sum or $25,000, whichever is less; or, in the time to perform of up to one hundred
eighty (180) days, may be approved by the Contract Officer. Any greater increases, taken either
separately or cumulatively, must be approved by the City Council. It is expressly understood by
Consultant that the provisions of this Section shall not apply to services specifically set forth in
the Scope of Services. Consultant hereby acknowledges that it accepts the risk that the services
to be provided pursuant to the Scope of Services may be more costly or time consuming than
Consultant anticipates and that Consultant shall not be entitled to additional compensation
therefor. City may in its sole and absolute discretion have similar work done by other
contractors. No claims for an increase in the Contract Sum or time for performance shall be valid
unless the procedures established in this Section are followed.
1.9 Special Requirements.
Additional terms and conditions of this Agreement, if any, which are made a part hereof
are set forth in the “Special Requirements” attached hereto as Exhibit “B” and incorporated
herein by this reference. In the event of a conflict between the provisions of Exhibit “B” and any
other provisions of this Agreement, the provisions of Exhibit “B” shall govern.
2. COMPENSATION AND METHOD OF PAYMENT.
2.1 Contract Sum.
Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the
amounts specified in the “Schedule of Compensation” attached hereto as Exhibit “C” and
incorporated herein by this reference. The total compensation, including reimbursement for
actual expenses, shall not exceed Five Hundred Seventy Seven Thousand One Hundred and
Twenty Dollars and Ninety-One Cents ($577,120.91) (the “Contract Sum”), unless additional
compensation is approved pursuant to Section 1.8.
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2.2 Method of Compensation.
The method of compensation may include: (i) a lump sum payment upon completion; (ii)
payment in accordance with specified tasks or the percentage of completion of the services, less
contract retention; (iii) payment for time and materials based upon the Consultant’s rates as
specified in the Schedule of Compensation, provided that (a) time estimates are provided for the
performance of sub tasks, (b) contract retention is maintained, and (c) the Contract Sum is not
exceeded; or (iv) such other methods as may be specified in the Schedule of Compensation.
2.3 Reimbursable Expenses.
Compensation may include reimbursement for actual and necessary expenditures for
reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in
advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5,
and only if specified in the Schedule of Compensation. The Contract Sum shall include the
attendance of Consultant at all project meetings reasonably deemed necessary by the City.
Coordination of the performance of the work with City is a critical component of the services. If
Consultant is required to attend additional meetings to facilitate such coordination, Consultant
shall not be entitled to any additional compensation for attending said meetings.
2.4 Invoices.
Each month Consultant shall furnish to City an original invoice for all work performed
and expenses incurred during the preceding month in a form approved by City’s Director of
Finance. By submitting an invoice for payment under this Agreement, Consultant is certifying
compliance with all provisions of the Agreement. The invoice shall detail charges for all
necessary and actual expenses by the following categories: labor (by sub-category), travel,
materials, equipment, supplies, and sub-contractor contracts. Sub-contractor charges shall also be
detailed by such categories. Consultant shall not invoice City for any duplicate services
performed by more than one person.
City shall independently review each invoice submitted by the Consultant to determine
whether the work performed and expenses incurred are in compliance with the provisions of this
Agreement. Except as to any charges for work performed or expenses incurred by Consultant
which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause
Consultant to be paid within forty-five (45) days of receipt of Consultant’s correct and
undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run
procedures, the City cannot guarantee that payment will occur within this time period. In the
event any charges or expenses are disputed by City, the original invoice shall be returned by City
to Consultant for correction and resubmission. Review and payment by City for any invoice
provided by the Consultant shall not constitute a waiver of any rights or remedies provided
herein or any applicable law.
2.5 Waiver.
Payment to Consultant for work performed pursuant to this Agreement shall not be
deemed to waive any defects in work performed by Consultant.
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3. PERFORMANCE SCHEDULE
3.1 Time of Essence.
Time is of the essence in the performance of this Agreement.
3.2 Schedule of Performance.
Consultant shall commence the services pursuant to this Agreement upon receipt of a
written notice to proceed and shall perform all services within the time period(s) established in
the “Schedule of Performance” attached hereto as Exhibit “D” and incorporated herein by this
reference. When requested by the Consultant, extensions to the time period(s) specified in the
Schedule of Performance may be approved in writing by the Contract Officer but not exceeding
one hundred eighty (180) days cumulatively.
3.3 Force Majeure.
The time period(s) specified in the Schedule of Performance for performance of the
services rendered pursuant to this Agreement shall be extended because of any delays due to
unforeseeable causes beyond the control and without the fault or negligence of the Consultant,
including, but not restricted to, acts of God or of the public enemy, unusually severe weather,
fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes,
wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant
shall within ten (10) days of the commencement of such delay notify the Contract Officer in
writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of
delay, and extend the time for performing the services for the period of the enforced delay when
and if in the judgment of the Contract Officer such delay is justified. The Contract Officer’s
determination shall be final and conclusive upon the parties to this Agreement. In no event shall
Consultant be entitled to recover damages against the City for any delay in the performance of
this Agreement, however caused, Consultant’s sole remedy being extension of the Agreement
pursuant to this Section.
3.4 Term.
Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement
shall continue in full force and effect until completion of the services but not exceeding one (1)
years from the date hereof, except as otherwise provided in the Schedule of Performance
(Exhibit “D”).
4. COORDINATION OF WORK
4.1 Representatives and Personnel of Consultant.
The following principal of Consultant (“Principal”) is hereby designated as being the
principal and representative of Consultant authorized to act in its behalf with respect to the work
specified herein and make all decisions in connection therewith:
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Alex Valenti Account Manager
(Name) (Title)
It is expressly understood that the experience, knowledge, capability and reputation of the
foregoing principals were a substantial inducement for City to enter into this Agreement.
Therefore, the foregoing principals shall be responsible during the term of this Agreement for
directing all activities of Consultant and devoting sufficient time to personally supervise the
services hereunder. All personnel of Consultant, and any authorized agents, shall at all times be
under the exclusive direction and control of the Principals. For purposes of this Agreement, the
foregoing Principals may not be replaced nor may their responsibilities be substantially reduced
by Consultant without the express written approval of City. Additionally, Consultant shall utilize
only competent personnel to perform services pursuant to this Agreement. Consultant shall make
every reasonable effort to maintain the stability and continuity of Consultant’s staff and
subcontractors, if any, assigned to perform the services required under this Agreement.
Consultant shall notify City of any changes in Consultant’s staff and subcontractors, if any,
assigned to perform the services required under this Agreement, prior to and during any such
performance.
4.2 Status of Consultant.
Consultant shall have no authority to bind City in any manner, or to incur any obligation,
debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless
such authority is expressly conferred under this Agreement or is otherwise expressly conferred in
writing by City. Consultant shall not at any time or in any manner represent that Consultant or
any of Consultant’s officers, employees, or agents are in any manner officials, officers,
employees or agents of City. Neither Consultant, nor any of Consultant’s officers, employees or
agents, shall obtain any rights to retirement, health care or any other benefits which may
otherwise accrue to City’s employees. Consultant expressly waives any claim Consultant may
have to any such rights.
4.3 Contract Officer.
The Contract Officer shall be Elias Sassoon or his/her designee, or such person as may be
designated by the City Manager. It shall be the Consultant’s responsibility to assure that the
Contract Officer is kept informed of the progress of the performance of the services and the
Consultant shall refer any decisions which must be made by City to the Contract Officer. Unless
otherwise specified herein, any approval of City required hereunder shall mean the approval of
the Contract Officer. The Contract Officer shall have authority, if specified in writing by the City
Manager, to sign all documents on behalf of the City required hereunder to carry out the terms of
this Agreement.
4.4 Independent Contractor.
Neither the City nor any of its employees shall have any control over the manner, mode
or means by which Consultant, its agents or employees, perform the services required herein,
except as otherwise set forth herein. City shall have no voice in the selection, discharge,
supervision or control of Consultant’s employees, servants, representatives or agents, or in fixing
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their number, compensation or hours of service. Consultant shall perform all services required
herein as an independent contractor of City and shall remain at all times as to City a wholly
independent contractor with only such obligations as are consistent with that role. Consultant
shall not at any time or in any manner represent that it or any of its agents or employees are
agents or employees of City. City shall not in any way or for any purpose become or be deemed
to be a partner of Consultant in its business or otherwise or a joint venturer or a member of any
joint enterprise with Consultant.
4.5 Prohibition Against Subcontracting or Assignment.
The experience, knowledge, capability and reputation of Consultant, its principals and
employees were a substantial inducement for the City to enter into this Agreement. Therefore,
Consultant shall not contract with any other entity to perform in whole or in part the services
required hereunder without the express written approval of the City. In addition, neither this
Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or
encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise,
without the prior written approval of City. ’ Transfers restricted hereunder shall include the
transfer to any person or group of persons acting in concert of more than twenty five percent
(25%) of the present ownership and/or control of Consultant, taking all transfers into account on
a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy
proceeding, this Agreement shall be void. No approved transfer shall release the Consultant or
any surety of Consultant of any liability hereunder without the express consent of City.
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. General liability insurance. Consultant shall maintain commercial general
liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01,
in an amount not less than $3,000,000 per occurrence, $5,000,000 general aggregate, for bodily
injury, personal injury, and property damage. The policy must include contractual liability that
has not been amended. Any endorsement restricting standard ISO “insured contract” language
will not be accepted.
b. Workers’ compensation insurance. Consultant shall maintain Workers’
Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at
least $1,000,000).
c. Professional liability (errors & omissions) insurance. Consultant shall
maintain professional liability insurance that covers the Services to be performed in connection
with this Agreement, in the minimum amount of $1,000,000 per claim and in the aggregate. Any
policy inception date, continuity date, or retroactive date must be before the effective date of this
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Agreement and Consultant agrees to maintain continuous coverage through a period no less than
three (3) years after completion of the services required by this Agreement.
d. Automobile liability insurance. Consultant shall maintain automobile
insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury
and property damage for all activities of the Consultant arising out of or in connection with Work
to be performed under this Agreement, including coverage for any owned, hired, non-owned or
rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident.
e. Umbrella or excess liability insurance. Consultant shall obtain and
maintain an umbrella or excess liability insurance policy with limits that will provide bodily
injury, personal injury and property damage liability coverage at least as broad as the primary
coverages set forth above, including commercial general liability, automobile liability, and
employer’s liability. Such policy or policies shall include the following terms and conditions:
i. A drop down feature requiring the policy to respond if any primary
insurance that would otherwise have applied proves to be uncollectible in whole or in part for
any reason;
ii. Pay on behalf of wording as opposed to reimbursement;
iii. Concurrency of effective dates with primary policies;
iv. Policies shall “follow form” to the underlying primary policies;
and
v. Insureds under primary policies shall also be insureds under the
umbrella or excess policies.
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 include all of the requirements stated
herein.
g. Additional Insurance. Policies of such other insurance, as may be required
in the Special Requirements in Exhibit “B”.
5.2 General Insurance Requirements.
a. Proof of insurance. Consultant shall provide certificates of insurance to
City as evidence of the insurance coverage required herein, along with a waiver of subrogation
endorsement for workers’ compensation. Insurance certificates and endorsements must be
approved by City’s Risk Manager prior to commencement of performance. Current certification
of insurance shall be kept on file with City at all times during the term of this contract. City
reserves the right to require complete, certified copies of all required insurance policies, at any
time.
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b. Duration of coverage. Consultant shall procure and maintain for the
duration of the contract insurance against claims for injuries to persons or damages to property,
which may arise from or in connection with the performance of the Work hereunder by
Consultant, his agents, representatives, employees or subcontractors.
c. Primary/noncontributing. Coverage provided by Consultant shall be
primary and any insurance or self-insurance procured or maintained by City shall not be required
to contribute with it. The limits of insurance required herein may be satisfied by a combination
of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or
be endorsed to contain a provision that such coverage shall also apply on a primary and non-
contributory basis for the benefit of City before the City’s own insurance or self-insurance shall
be called upon to protect it as a named insured.
d. City’s rights of enforcement. In the event any policy of insurance required
under this Agreement does not comply with these specifications or is canceled and not replaced,
City has the right but not the duty to obtain the insurance it deems necessary and any premium
paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient
to pay premium from Consultant payments. In the alternative, City may cancel this Agreement.
e. Acceptable insurers. All insurance policies shall be issued by an insurance
company currently authorized by the Insurance Commissioner to transact business of insurance
or is on the List of Approved Surplus Line Insurers in the State of California, with an assigned
policyholders’ Rating of A- (or higher) and Financial Size Category Class VI (or larger) in
accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by the
City’s Risk Manager.
f. Waiver of subrogation. All insurance coverage maintained or procured
pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or
appointed officers, agents, officials, employees and volunteers or shall specifically allow
Consultant or others providing insurance evidence in compliance with these specifications to
waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery
against City, and shall require similar written express waivers and insurance clauses from each of
its subcontractors.
g. Enforcement of contract provisions (non estoppel). Consultant
acknowledges and agrees that any actual or alleged failure on the part of the City to inform
Consultant of non-compliance with any requirement imposes no additional obligations on the
City nor does it waive any rights hereunder.
h. Requirements not limiting. Requirements of specific coverage features or
limits contained in this section are not intended as a limitation on coverage, limits or other
requirements, or a waiver of any coverage normally provided by any insurance. Specific
reference to a given coverage feature is for purposes of clarification only as it pertains to a given
issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other
coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums
shown above, the City requires and shall be entitled to coverage for the higher limits maintained
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by the Consultant. Any available insurance proceeds in excess of the specified minimum limits
of insurance and coverage shall be available to the City.
i. Notice of cancellation. Consultant agrees to oblige its insurance agent or
broker and insurers to provide to City with a thirty (30) day notice of cancellation (except for
nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each
required coverage.
j. Additional insured status. General liability policies shall provide or be
endorsed to provide that City and its officers, officials, employees, and agents, and volunteers
shall be additional insureds under such policies. This provision shall also apply to any
excess/umbrella liability policies.
k. Prohibition of undisclosed coverage limitations. None of the coverages
required herein will be in compliance with these requirements if they include any limiting
endorsement of any kind that has not been first submitted to City and approved of in writing.
l. Separation of insureds. A severability of interests provision must apply for
all additional insureds ensuring that Consultant’s insurance shall apply separately to each insured
against whom claim is made or suit is brought, except with respect to the insurer’s limits of
liability. The policy(ies) shall not contain any cross-liability exclusions.
m. Pass through clause. Consultant agrees to ensure that its subconsultants,
subcontractors, and any other party involved with the project who is brought onto or involved in
the project by Consultant, provide the same minimum insurance coverage and endorsements
required of Consultant. Consultant agrees to monitor and review all such coverage and assumes
all responsibility for ensuring that such coverage is provided in conformity with the requirements
of this section. Consultant agrees that upon request, all agreements with consultants,
subcontractors, and others engaged in the project will be submitted to City for review.
n. City’s right to revise specifications. The City reserves the right at any time
during the term of the contract to change the amounts and types of insurance required by giving
the Consultant ninety (90) days advance written notice of such change. If such change results in
substantial additional cost to the Consultant, the City and Consultant may renegotiate
Consultant’s compensation.
o. Self-insured retentions. Any self-insured retentions must be declared to
and approved by City. City reserves the right to require that self-insured retentions be eliminated,
lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these
specifications unless approved by City.
p. Timely notice of claims. Consultant shall give City prompt and timely
notice of claims made or suits instituted that arise out of or result from Consultant’s performance
under this Agreement, and that involve or may involve coverage under any of the required
liability policies.
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q. Additional insurance. Consultant shall also procure and maintain, at its
own cost and expense, any additional kinds of insurance, which in its own judgment may be
necessary for its proper protection and prosecution of the work.
5.3 Indemnification.
To the full extent permitted by law, Consultant agrees to indemnify, defend and hold
harmless the City, its officers, employees and agents (“Indemnified Parties”) against, and will
hold and save them and each of them harmless from, any and all actions, either judicial,
administrative, arbitration or regulatory claims, damages to persons or property, losses, costs,
penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein “claims
or liabilities”) that may be asserted or claimed by any person, firm or entity arising out of or in
connection with the negligent performance of the work, operations or activities provided herein
of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or
entity for which Consultant is legally liable (“indemnitors”), or arising from Consultant’s or
indemnitors’ reckless or willful misconduct, or arising from Consultant’s or indemnitors’
negligent performance of or failure to perform any term, provision, covenant or condition of this
Agreement, and in connection therewith:
(a) Consultant will defend any action or actions filed in connection with any
of said claims or liabilities and will pay all costs and expenses, including legal costs and
attorneys’ fees incurred in connection therewith;
(b) Consultant will promptly pay any judgment rendered against the City, its
officers, agents or employees for any such claims or liabilities arising out of or in connection
with the negligent performance of or failure to perform such work, operations or activities of
Consultant hereunder; and Consultant agrees to save and hold the City, its officers, agents, and
employees harmless therefrom;
(c) In the event the City, its officers, agents or employees is made a party to
any action or proceeding filed or prosecuted against Consultant for such damages or other claims
arising out of or in connection with the negligent performance of or failure to perform the work,
operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers,
agents or employees, any and all costs and expenses incurred by the City, its officers, agents or
employees in such action or proceeding, including but not limited to, legal costs and attorneys’
fees.
Consultant shall incorporate similar indemnity agreements with its subcontractors and if
it fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and
failure of City to monitor compliance with these provisions shall not be a waiver hereof. This
indemnification includes claims or liabilities arising from any negligent or wrongful act, error or
omission, or reckless or willful misconduct of Consultant in the performance of professional
services hereunder. The provisions of this Section do not apply to claims or liabilities occurring
as a result of City’s sole negligence or willful acts or omissions, but, to the fullest extent
permitted by law, shall apply to claims and liabilities resulting in part from City’s negligence,
except that design professionals’ indemnity hereunder shall be limited to claims and liabilities
arising out of the negligence, recklessness or willful misconduct of the design professional. The
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indemnity obligation shall be binding on successors and assigns of Consultant and shall survive
termination of this Agreement.
5.4 Sufficiency of Insurer.
Insurance required by this Agreement shall be satisfactory only if issued by companies
qualified to do business in California, rated “A” or better in the most recent edition of Best
Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a
financial category Class VII or better, unless such requirements are waived by the Risk Manager
of the City (“Risk Manager”) due to unique circumstances. If this Agreement continues for more
than 3 years duration, or in the event the risk manager determines that the work or services to be
performed under this Agreement creates an increased or decreased risk of loss to the City, the
Consultant agrees that the minimum limits of the insurance policies may be changed accordingly
upon receipt of written notice from the Risk Manager.
6. RECORDS, REPORTS, AND RELEASE OF INFORMATION
6.1 Records.
Consultant shall keep, and require subcontractors to keep, such ledgers, books of
accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the
disbursements charged to City and services performed hereunder (the “books and records”), as
shall be necessary to perform the services required by this Agreement and enable the Contract
Officer to evaluate the performance of such services. Any and all such documents shall be
maintained in accordance with generally accepted accounting principles and shall be complete
and detailed. The Contract Officer shall have full and free access to such books and records at all
times during normal business hours of City, including the right to inspect, copy, audit and make
records and transcripts from such records. Such records shall be maintained for a period of three
(3) years following completion of the services hereunder, and the City shall have access to such
records in the event any audit is required. In the event of dissolution of Consultant’s business,
custody of the books and records may be given to City, and access shall be provided by
Consultant’s successor in interest. Notwithstanding the above, the Consultant shall fully
cooperate with the City in providing access to the books and records if a public records request is
made and disclosure is required by law including but not limited to the California Public Records
Act.
6.2 Reports.
Consultant shall periodically prepare and submit to the Contract Officer such reports
concerning the performance of the services required by this Agreement as the Contract Officer
shall require. Consultant hereby acknowledges that the City is greatly concerned about the cost
of work and services to be performed pursuant to this Agreement. For this reason, Consultant
agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that
may or will materially increase or decrease the cost of the work or services contemplated herein
or, if Consultant is providing design services, the cost of the project being designed, Consultant
shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the
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estimated increased or decreased cost related thereto and, if Consultant is providing design
services, the estimated increased or decreased cost estimate for the project being designed.
6.3 Ownership of Documents.
All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes,
computer files, reports, records, documents and other materials (the “documents and materials”)
prepared by Consultant, its employees, subcontractors and agents in the performance of this
Agreement shall be the property of City and shall be delivered to City upon request of the
Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim
for further employment or additional compensation as a result of the exercise by City of its full
rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any
use, reuse or assignment of such completed documents for other projects and/or use of
uncompleted documents without specific written authorization by the Consultant will be at the
City’s sole risk and without liability to Consultant, and Consultant’s guarantee and warranties
shall not extend to such use, reuse or assignment. Consultant may retain copies of such
documents for its own use. Consultant shall have the right to use the concepts embodied therein.
All subcontractors shall provide for assignment to City of any documents or materials prepared
by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify
City for all damages resulting therefrom. Moreover, Consultant with respect to any documents
and materials that may qualify as “works made for hire” as defined in 17 U.S.C. § 101, such
documents and materials are hereby deemed “works made for hire” for the City.
6.4 Confidentiality and Release of Information.
a. All information gained or work product produced by Consultant in
performance of this Agreement shall be considered confidential, unless such information is in the
public domain or already known to Consultant. Consultant shall not release or disclose any such
information or work product to persons or entities other than City without prior written
authorization from the Contract Officer.
b. Consultant, its officers, employees, agents or subcontractors, shall not,
without prior written authorization from the Contract Officer or unless requested by the City
Attorney, voluntarily provide documents, declarations, letters of support, testimony at
depositions, response to interrogatories or other information concerning the work performed
under this Agreement. Response to a subpoena or court order shall not be considered “voluntary”
provided Consultant gives City notice of such court order or subpoena.
c. If Consultant, or any officer, employee, agent or subcontractor of
Consultant, provides any information or work product in violation of this Agreement, then City
shall have the right to reimbursement and indemnity from Consultant for any damages, costs and
fees, including attorney’s fees, caused by or incurred as a result of Consultant’s conduct.
d. Consultant shall promptly notify City should Consultant, its officers,
employees, agents or subcontractors be served with any summons, complaint, subpoena, notice
of deposition, request for documents, interrogatories, request for admissions or other discovery
request, court order or subpoena from any party regarding this Agreement and the work
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performed there under. City retains the right, but has no obligation, to represent Consultant or be
present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully
with City and to provide City with the opportunity to review any response to discovery requests
provided by Consultant. However, this right to review any such response does not imply or mean
the right by City to control, direct, or rewrite said response.
7. ENFORCEMENT OF AGREEMENT AND TERMINATION
7.1 California Law.
This Agreement shall be interpreted, construed and governed both as to validity and to
performance of the parties in accordance with the laws of the State of California. Legal actions
concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be
instituted in the Superior Court of the County of Los Angeles, State of California, or any other
appropriate court in such county, and Consultant covenants and agrees to submit to the personal
jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District
Court, venue shall lie exclusively in the Central District of California, in the County of Los
Angeles, State of California.
7.2 Disputes; Default.
In the event that Consultant is in default under the terms of this Agreement, the City shall
not have any obligation or duty to continue compensating Consultant for any work performed
after the date of default. Instead, the City may give notice to Consultant of the default and the
reasons for the default. The notice shall include the timeframe in which Consultant may cure the
default. This timeframe is presumptively thirty (30) days, but may be extended, though not
reduced, if circumstances warrant. During the period of time that Consultant is in default, the
City shall hold all invoices and shall, when the default is cured, proceed with payment on the
invoices. In the alternative, the City may, in its sole discretion, elect to pay some or all of the
outstanding invoices during the period of default. If Consultant does not cure the default, the
City may take necessary steps to terminate this Agreement under this Article. Any failure on the
part of the City to give notice of the Consultant’s default shall not be deemed to result in a
waiver of the City’s legal rights or any rights arising out of any provision of this Agreement.
7.3 Retention of Funds.
Consultant hereby authorizes City to deduct from any amount payable to Consultant
(whether or not arising out of this Agreement) (i) any amounts the payment of which may be in
dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or
damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by
reason of Consultant’s acts or omissions in performing or failing to perform Consultant’s
obligation under this Agreement. In the event that any claim is made by a third party, the amount
or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear
to be the basis for a claim of lien, City may withhold from any payment due, without liability for
interest because of such withholding, an amount sufficient to cover such claim. The failure of
City to exercise such right to deduct or to withhold shall not, however, affect the obligations of
the Consultant to insure, indemnify, and protect City as elsewhere provided herein.
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7.4 Waiver.
Waiver by any party to this Agreement of any term, condition, or covenant of this
Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any
party of any breach of the provisions of this Agreement shall not constitute a waiver of any other
provision or a waiver of any subsequent breach or violation of any provision of this Agreement.
Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of
the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by
a non-defaulting party on any default shall impair such right or remedy or be construed as a
waiver. Any waiver by either party of any default must be in writing and shall not be a waiver of
any other default concerning the same or any other provision of this Agreement.
7.5 Rights and Remedies are Cumulative.
Except with respect to rights and remedies expressly declared to be exclusive in this
Agreement, the rights and remedies of the parties are cumulative and the exercise by either party
of one or more of such rights or remedies shall not preclude the exercise by it, at the same or
different times, of any other rights or remedies for the same default or any other default by the
other party.
7.6 Legal Action.
In addition to any other rights or remedies, either party may take legal action, in law or in
equity, to cure, correct or remedy any default, to recover damages for any default, to compel
specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain
any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary
provision herein, Consultant shall file a statutory claim pursuant to Government Code Sections
905 et seq. and 910 et seq., in order to pursue a legal action under this Agreement.
7.7 Termination Prior to Expiration of Term.
This Section shall govern any termination of this Contract except as specifically provided
in the following Section for termination for cause. The City reserves the right to terminate this
Contract at any time, with or without cause, upon thirty (30) days’ written notice to Consultant,
except that where termination is due to the fault of the Consultant, the period of notice may be
such shorter time as may be determined by the Contract Officer. In addition, the Consultant
reserves the right to terminate this Contract at any time, with or without cause, upon sixty (60)
days ’ written notice to City, except that where termination is due to the fault of the City, the
period of notice may be such shorter time as the Consultant may determine. Upon receipt of any
notice of termination, Consultant shall immediately cease all services hereunder except such as
may be specifically approved by the Contract Officer. Except where the Consultant has initiated
termination, the Consultant shall be entitled to compensation for all services rendered prior to the
effective date of the notice of termination and for any services authorized by the Contract Officer
thereafter in accordance with the Schedule of Compensation or such as may be approved by the
Contract Officer, except as provided in Section 7.3. In the event the Consultant has initiated
termination, the Consultant shall be entitled to compensation only for the reasonable value of the
work product actually produced hereunder. In the event of termination without cause pursuant to
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this Section, the terminating party need not provide the non-terminating party with the
opportunity to cure pursuant to Section 7.2.
7.8 Termination for Default of Consultant.
If termination is due to the failure of the Consultant to fulfill its obligations under this
Agreement, City may, after compliance with the provisions of Section 7.2, take over the work
and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable
to the extent that the total cost for completion of the services required hereunder exceeds the
compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate
such damages), and City may withhold any payments to the Consultant for the purpose of set-off
or partial payment of the amounts owed the City as previously stated.
7.9 Attorneys’ Fees.
If either party to this Agreement is required to initiate or defend or made a party to any
action or proceeding in any way connected with this Agreement, the prevailing party in such
action or proceeding, in addition to any other relief which may be granted, whether legal or
equitable, shall be entitled to reasonable attorney’s fees. Attorney’s fees shall include attorney’s
fees on any appeal, and in addition a party entitled to attorney’s fees shall be entitled to all other
reasonable costs for investigating such action, taking depositions and discovery and all other
necessary costs the court allows which are incurred in such litigation. All such fees shall be
deemed to have accrued on commencement of such action and shall be enforceable whether or
not such action is prosecuted to judgment.
8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
8.1 Non-liability of City Officers and Employees.
No officer or employee of the City shall be personally liable to the Consultant, or any
successor in interest, in the event of any default or breach by the City or for any amount which
may become due to the Consultant or to its successor, or for breach of any obligation of the
terms of this Agreement.
8.2 Conflict of Interest.
Consultant covenants that neither it, nor any officer or principal of its firm, has or shall
acquire any interest, directly or indirectly, which would conflict in any manner with the interests
of City or which would in any way hinder Consultant’s performance of services under this
Agreement. Consultant further covenants that in the performance of this Agreement, no person
having any such interest shall be employed by it as an officer, employee, agent or subcontractor
without the express written consent of the Contract Officer. Consultant agrees to at all times
avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City
in the performance of this Agreement.
No officer or employee of the City shall have any financial interest, direct or indirect, in
this Agreement nor shall any such officer or employee participate in any decision relating to the
Agreement which affects her/his financial interest or the financial interest of any corporation,
01203.0006/446622.11 17
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partnership or association in which (s)he is, directly or indirectly, interested, in violation of any
State statute or regulation. The Consultant warrants that it has not paid or given and will not pay
or give any third party any money or other consideration for obtaining this Agreement.
8.3 Covenant Against Discrimination.
Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons
claiming under or through them, that there shall be no discrimination against or segregation of,
any person or group of persons on account of race, color, creed, religion, sex, gender, sexual
orientation, marital status, national origin, ancestry or other protected class in the performance of
this Agreement. Consultant shall take affirmative action to insure that applicants are employed
and that employees are treated during employment without regard to their race, color, creed,
religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other
protected class.
8.4 Unauthorized Aliens.
Consultant hereby promises and agrees to comply with all of the provisions of the Federal
Immigration and Nationality Act, 8 U.S.C. § 1101 et seq., as amended, and in connection
therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ
such unauthorized aliens for the performance of work and/or services covered by this
Agreement, and should any liability or sanctions be imposed against City for such use of
unauthorized aliens, Consultant hereby agrees to and shall reimburse City for the cost of all such
liabilities or sanctions imposed, together with any and all costs, including attorneys’ fees,
incurred by City.
9. MISCELLANEOUS PROVISIONS
9.1 Notices.
Any notice, demand, request, document, consent, approval, or communication either
party desires or is required to give to the other party or any other person shall be in writing and
either served personally or sent by prepaid, first-class mail, in the case of the City, to the City
Manager and to the attention of the Contract Officer (with her/his name and City title), City of
Rancho Palos Verdes, 30940 Hawthorne Blvd., Rancho Palos Verdes, California 90275 and in
the case of the Consultant, to the person(s) at the address designated on the execution page of
this Agreement. Either party may change its address by notifying the other party of the change of
address in writing. Notice shall be deemed communicated at the time personally delivered or in
seventy-two (72) hours from the time of mailing if mailed as provided in this Section.
9.2 Interpretation.
The terms of this Agreement shall be construed in accordance with the meaning of the
language used and shall not be construed for or against either party by reason of the authorship
of this Agreement or any other rule of construction which might otherwise apply.
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9.3 Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed to be an
original, and such counterparts shall constitute one and the same instrument.
9.4 Integration; Amendment.
This Agreement including the attachments hereto is the entire, complete and exclusive
expression of the understanding of the parties. It is understood that there are no oral agreements
between the parties hereto affecting this Agreement and this Agreement supersedes and cancels
any and all previous negotiations, arrangements, agreements and understandings, if any, between
the parties, and none shall be used to interpret this Agreement. No amendment to or modification
of this Agreement shall be valid unless made in writing and approved by the Consultant and by
the City Council. The parties agree that this requirement for written modifications cannot be
waived and that any attempted waiver shall be void.
9.5 Severability.
In the event that any one or more of the phrases, sentences, clauses, paragraphs, or
sections contained in this Agreement shall be declared invalid or unenforceable by a valid
judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall
not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this
Agreement which are hereby declared as severable and shall be interpreted to carry out the intent
of the parties hereunder unless the invalid provision is so material that its invalidity deprives
either party of the basic benefit of their bargain or renders this Agreement meaningless.
9.6 Warranty & Representation of Non-Collusion.
No official, officer, or employee of City has any financial interest, direct or indirect, in
this Agreement, nor shall any official, officer, or employee of City participate in any decision
relating to this Agreement which may affect his/her financial interest or the financial interest of
any corporation, partnership, or association in which (s)he is directly or indirectly interested, or
in violation of any corporation, partnership, or association in which (s)he is directly or indirectly
interested, or in violation of any State or municipal statute or regulation. The determination of
“financial interest” shall be consistent with State law and shall not include interests found to be
“remote” or “noninterests” pursuant to Government Code Sections 1091 or 1091.5. Consultant
warrants and represents that it has not paid or given, and will not pay or give, to any third party
including, but not limited to, any City official, officer, or employee, any money, consideration,
or other thing of value as a result or consequence of obtaining or being awarded any agreement.
Consultant further warrants and represents that (s)he/it has not engaged in any act(s),
omission(s), or other conduct or collusion that would result in the payment of any money,
consideration, or other thing of value to any third party including, but not limited to, any City
official, officer, or employee, as a result of consequence of obtaining or being awarded any
agreement. Consultant is aware of and understands that any such act(s), omission(s) or other
conduct resulting in such payment of money, consideration, or other thing of value will render
this Agreement void and of no force or effect.
Consultant’s Authorized Initials _______
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9.7 Corporate Authority.
The persons executing this Agreement on behalf of the parties hereto warrant that (i) such
party is duly organized and existing, (ii) they are duly authorized to execute and deliver this
Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally
bound to the provisions of this Agreement, and (iv) that entering into this Agreement does not
violate any provision of any other Agreement to which said party is bound. This Agreement shall
be binding upon the heirs, executors, administrators, successors and assigns of the parties.
[SIGNATURES ON FOLLOWING PAGE]
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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
Susan Brooks, Mayor
ATTEST:
Emily Colborn, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
William W. Wynder, City Attorney
CONSULTANT:
SIEMENS INDUSTRY, INC.
By:
Name:
Title:
By:
Name:
Title:
Address:
Two corporate officer signatures required when Consultant is a corporation, with one signature required
from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2)
Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT’S
SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE
INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR
OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT’S BUSINESS ENTITY.
01203.0006/446622.11 21
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CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
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.
re: _____________________________________
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
_______________________________
TITLE(S)
PARTNER(S) LIMITED
GENERAL
ATTORNEY-IN-FACT
TRUSTEE(S)
GUARDIAN/CONSERVATOR
OTHER_______________________________
______________________________________
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
_____________________________________________
_____________________________________________
___________________________________
TITLE OR TYPE OF DOCUMENT
___________________________________
NUMBER OF PAGES
___________________________________
DATE OF DOCUMENT
___________________________________
SIGNER(S) OTHER THAN NAMED ABOVE
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.
01203.0006/446622.11 22
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CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
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.
re: _____________________________________
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
_______________________________
TITLE(S)
PARTNER(S) LIMITED
GENERAL
ATTORNEY-IN-FACT
TRUSTEE(S)
GUARDIAN/CONSERVATOR
OTHER_______________________________
______________________________________
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
_____________________________________________
_____________________________________________
___________________________________
TITLE OR TYPE OF DOCUMENT
___________________________________
NUMBER OF PAGES
___________________________________
DATE OF DOCUMENT
___________________________________
SIGNER(S) OTHER THAN NAMED ABOVE
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.
01203.0006/446622.11 23
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EXHIBIT “A”
SCOPE OF SERVICES
I. Consultant will perform the following Services relating to the purchase of SCE’s
light poles, conversion to LED lights, and maintenance and operation of streetlights
during and following purchase and conversion. The purchase and conversion to
LED are one-time Services. The maintenance and operation of the streetlights are
continuing Services over the life of the Agreement.
Consultant’s Warranty: Consultant warrants that: (i) it will perform the services in a
professional and workmanlike manner; and (ii) the labor and materials provided by
Consultant are free from defects in material and workmanship for a period of 12 months
from initial installation/delivery by Consultant. Additionally, Consultant will assign to
the City any manufacturers’ warranties associated with any materials. During the term of
Consultant’s 3-year maintenance period, Consultant will provide material warranty claim
administration services on behalf of the City related to those materials covered by a
manufacturer’s warranty.
PURCHASE OF STREETLIGHTS FROM SCE AND CONVERSION TO LED
A. Phase I: Streetlight Audit and Financial Feasibility Analysis
1. Consultant will provide financial analysis of the streetlight asset purchase
and conversion to LED technology. Consultant will coordinate with City staff and SCE
to understand the system valuation of the streetlight assets and obtain all necessary billing
information to use in financial models.
2. Consultant will perform a system wide inspection and collect attribute data
for the streetlight assets located in the public right-of-ways or easement within the City
boundary. The data collected will then allow for an accurate feasibility study to be
performed and allow for billing adjustments to be made.
a. Data collection and delivery to follow these general steps:
i. City will provide Consultant with the City’s current
inventory of streetlights.
ii Consultant will confirm and update inventory and collect
attributes as listed in A.1.d below.
iii Consultant will deliver the updated data back to the City in
a format able to be imported back into the City’s Geographic Information
System (GIS).
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b. GIS System details:
Current GIS System: Esri ArcGIS 10.5.1 for Server and ArcGIS
10.5.1 for Desktop Standard
c. GIS Coordinate System:
Projection: California State Plane Coordinate System Zone 5
Units: U.S. Survey Feet
Horizontal Datum: North American Datum of 1983 (NAD83);
Epoch: 2007.00
Vertical Datum: North American Vertical Datum of 1988
(NAVD88)
d. Streetlight Inspection Description:
Contractor will update the City geodatabase containing existing
inventory of streetlights. The geodatabase will cross reference various data
based on SCE structure number. The following attributes will be
confirmed, captured and updated for each streetlight:
• GPS Longitude & Latitude coordinates
• Location Description
• Inspection Date
• Pole Type
• Pole Condition (Good, Fair, Poor)
• Pole Height
• Lamp Type
• Lamp Size
• Wattage
• Power Feed
• Additional Facility 1
• Additional Facility 2
• Wireless Antennae
• Existing Rated Lumens
• Service Account
• Rate Code
• MULT/SER
• Structure Number
• Energize Date
• Comments
• Other Attributes As Needed
e. Guidelines for data delivery:
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i. At approximately 5% completion (or an amount deemed
appropriate by the Contract Managers), Consultant will deliver the City
GIS department a sample set of data for verification. City GIS will import
data into GIS and verify for accuracy and communicate any potential
changes to the Consultant.
ii. At final delivery, Consultant will deliver the updated GIS
files, shapefiles and/or .csv, back to City GIS to be uploaded into the
City’s GIS system. Public Works and GIS staff will verify data for
accuracy, any deficiencies will be noted and returned to Consultant for
corrections.
Consultant will notify the City of any issues that are found during inspection,
which require attention by the City, including tree limb interference or recommended
clearing. Consultant to provide photo documentation of damaged materials as observed.
Consultant will work with City to identify any areas that need special attention or
clarification. In addition, Consultant will provide City and SCE list of streetlight facilities
that are identified as in need of repair prior to the City purchasing assets.
Consultant will conduct a detailed investigation of billing records, maps, and City
records to finalize the list of streetlights for replacement and communicate with the City
Consultant’s findings and discuss any areas of concern to the City.
3. Consultant will perform various financial models addressing the multiple
factors affecting a streetlight program, which may include any or all of the following, as
appropriate:
• Project costs- both SCE acquisition and LED conversion costs.
• Energy cost savings of different system designs and LED materials
selection. Consultant will evaluate three material options for the City to
consider.
• Photometric evaluation of different system designs based on typical
roadway configuration identified during the system wide inspection. A
representative typical configuration from each roadway type (arterial,
collector, and residential) will be examined. Consultant will perform
photometric analysis to verify that the specified fixtures will meet or
exceed the existing lighting levels.
• Maintenance costs- evaluate possible maintenance scenarios.
• Finance costs- evaluate loan options from Consultant financial, California
Energy Commission and others.
• Finance period- evaluate and optimize depending on loan structure.
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• Life cycle cost- include detailed annual and 15 year energy cost,
greenhouse gas emissions reduction, and maintenance cost savings models
accurately presenting results and cost-effectiveness of project options
• Consultant staff will present a summary of findings and coordinate with
City staff on finalizing a viable financial plan.
B. Phase II: SCE Asset Acquisition Facilitation
1. Cutover Process
After the streetlight acquisition has been approved by the CPUC and the City has
agreed to purchase these assets, Consultant will coordinate with the City and SCE on the
transfer of ownership or “cutover” of the assets to City ownership. The exact schedule of
this cutover will depend on the final terms decided between SCE and the City. The
cutover process will likely proceed as follows, as it has for other jurisdictions, and
Consultant will manage the process as needed:
• City agrees to terms and conditions of sale of assets by SCE
• SCE submits section 851 advice letter filing to CPUC (should asset
valuation be less than $5 million)
• SCE receives CPUC approval for sale of assets
• SCE initiates final inventory assessment of City assets by SCE contractor
• SCE contractor provides SCE and City with final verified sellable
inventory
• SCE produces Bill of Sale for assets
• City pays invoice and once processed, assumes ownership of assets
• Consultant begins maintenance of streetlight system
The estimated timeframe for the cutover period is based on SCE and SCE
contractor’s participation, anticipated at 1-2 months from the beginning of the final
inventory assessment, or “fielding” as SCE refers to it.
C. Phase III: LED Installation
1. Replacement Plan
• Consultant will develop a replacement plan for LED streetlights. The plan
will list each existing luminaire type, associated SCE badge number,
Facility ID, GIS location, pole height, roadway type, existing wattage,
voltage, replacement luminaire model, replacement PE cell model, and
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replacement wattage. Consultant will provide this information in a format
acceptable to the City.
• Consultant will include applicable product catalog cut sheets and diagrams
and verification that all proposed luminaires will meet LED requirements,
subject to City approval.
• Consultant will identify areas where current streetlight configurations may
be considered overlit. Recommendations for removing lights from service
will be presented to City for consideration and approval.
• Consultant will replace existing HPS fixtures which have house side
shields with new LED fixtures with house side shields. New house side
shields will be installed with similar orientation as was the existing
configuration. Any house side shields that are requested to be installed
independently of the LED conversion will be covered under the
maintenance scope.
• Consultant’s replacement plan will incorporate, as-applicable, LED street
lighting guidelines and best practices issued by the International Dark
Skies Alliance, the American Medical Association and the Illuminating
Society of North America.
• Consultant will adhere to the MUTCD (Cal. Edition) provisions for work
performed in the right-of-way. Consultant will provide typical traffic
control plans for residential and non-residential.
• Consultant will work with the City to develop an asset numbering
convention (Facility ID) and pole tag design. Consultant will install the
new tags at the same time as the LED conversion and update the database
accordingly. The database will cross reference various data by the facility
ID.
• Consultant will work with the City to communicate and finalize the
project details and create the final Statement of Work. Consultant will
conduct a final review of all energy savings and construction cost
estimates with the City to ensure accuracy and compliance with the final
project details. Consultant will secure all necessary approvals for project
implementation, including but not limited to a Notice to Proceed from the
City.
2. LED Installation
Consultant will provide all necessary personnel, equipment and materials to safely
install the LED streetlights identified in the replacement plan.
a. Utility Rebate Processing
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• Consultant will provide all necessary support to maximize the utility
rebate for the City. As the utility rebate program is subject to change,
Consultant does not guarantee utility rebate funds will be available.
Considering the current SCE rebate the City can anticipate nearly
$145,000.
b. Database update
• Consultant will provide City with updated inventory database upon
completion of the LED installation. Data will include all attribute data
collected with the addition of the LED luminaire model number, wattage,
installation date and Facility ID.
c. Utility bill update
• Consultant will assist the City in updating the utility bill upon completion
of LED installation, including any remaining inventory reconciliation.
MAINTENANCE OF THE CITY’S STREETLIGHTS
D. Phase IV Standard Streetlight Maintenance and Operation
Consultant will perform standard streetlight maintenance and operation services on behalf
of the City as detailed below. A base monthly fee is established for maintenance of the
streetlight system on a per month, per light basis. The fee will reflect the total number of
lights being served along with any adjustments for special fixtures/poles as agreed upon
by both parties. The fee includes standard services as listed below, with the exceptions
being those items identified in Phase IV Extraordinary, Emergency and After-hours
Maintenance section.
• Streetlight outage response, diagnosis and repair of system components owned by
the City and included in the associated scope of this contract. Streetlight system
components include LED luminaires, photocells, mast arms, dedicated cables and
wires, and all other equipment and materials necessary for the safe and effective
functioning of the streetlight system. Maintenance of streetlight poles are not
included in Phase IV Standard Streetlight Maintenance scope.
• Replacement of faulty equipment, as needed. Consultant will be responsible for
pursuing material warranty claims. In the event that a material item is not
covered under warranty and needs to be replaced the consultant will bill the City
based on the rates in Exhibit C-1.
• Cleaning of the streetlight luminaires while completing service requests.
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• Utilization of traffic control and safety equipment as required to protect our
technicians and the public.
• Consultant call and dispatch center (1-800-229-6090) will be available to the City
and the members of the community 24 hours a day, 7 days a week. Access to
report an outage will also be available via the internet.
• Biannual night inspection of streetlight system
• Coordination with city staff, residents, and businesses as needed for difficult to
access lights.
• GIS map updates when new poles are added.
• Monthly outage/failure rate reports.
• A comprehensive report will be provided to the city on a quarterly basis. The
information provided to the city will capture all outages and suggested repairs
observed during a night-run assessment.
• Consultant Service Account Manager will provide notification of any major work
to be performed in the City.
• Consultant will provide a maintenance website for City staff to access. This will
provide the city an up to date summary of current and completed tasks.
• All inoperable lights that are reported will be resolved and repaired within five (5)
working days or less.
• Consultant to notify SCE in the event of a power failure to streetlight fixture.
• Consultant to notify City if the need for tree trimming is observed during
maintenance activities and during the night check.
Additional resources
• Consultant will be able to receive service requests from the City’s Public Service
Request Application through delivery of an email to Consultant’s Service
Account Manager.
• Consultant will furnish a telephone number and website to receive customer
comments and requests regarding the Services required. Consultant has a call and
dispatch center (1-800-229-6090) which will be available to staff and the
members of the community 24 hours a day, 7 days a week.
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• Consultant offers an online outage reporting webpage for the public and staff to
report outages which can be incorporated into the City webpage for ease of access
for citizens.
• Consultant’s Customer Satisfaction Survey will provide transparency and ongoing
communication concerning performance satisfaction.
• Consultant shall act as an extension of City staff, and as such, will be available to
work nights and weekends if required.
E. Phase V Extraordinary, Emergency and After-hours Maintenance
For streetlight maintenance issues that fall outside of the standard maintenance scope,
listed in Phase IV, the Consultant will provide services billed on a time and materials basis.
Items such as traffic accidents, tree fall or power surges may occur, resulting in the streetlights
being damaged and needing to be replaced, though the frequency may vary considerably. These
items are being defined as Extraordinary, Emergency and after-hours maintenance and not
included in the base monthly fee for standard maintenance.
Individual costs based on unit costs or base assumptions for the level of work have been
included in Exhibit C and will form the basis for a work submittal and approval process to the
City. All Extraordinary, Emergency and After-hours Maintenance work must be preapproved by
the City prior to the work being completed. The following items have specifically been
identified as, but are not limited to, Emergency and after-hours maintenance:
• Emergency response- 24 hours and day 7 days a week
• Streetlight knockdown repair
• Overhead wiring replacement
• Pole graffiti abatement
• Pole painting entire pole
• House side shield purchase and installation
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EXHIBIT “B”
SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
I. Section 1.1, Scope of Services, is amended to read as follows:
In compliance with all terms and conditions of this Agreement, the Consultant shall
provide those services specified in the “Scope of Services” attached hereto as Exhibit “A” and
incorporated herein by this reference, which may be referred to herein as the “services” or
“work” hereunder. As a material inducement to the City entering into this Agreement, Consultant
represents and warrants that it has the qualifications, experience, and facilities necessary to
properly perform the services required under this Agreement in a thorough, competent, and
professional manner, and is experienced in performing the work and services contemplated
herein. Consultant shall at all times faithfully, competently and to the best of its ability,
experience and talent, perform all services described herein. Consultant covenants that it shall
follow the highest professional standards in performing the work and services required hereunder
and that all materials will be both of good quality, and will conform to the requirements of the
contract documents as well as fit for the purpose intended. For purposes of this Agreement, the
phrase “highest professional standards” shall mean those standards of practice recognized by one
or more first-class firms performing similar work under similar circumstances.
II. Section 1.2, Consultant’s Proposal, is amended as follows:
1.2 Consultant’s Proposal and City’s RFP Superseded by Agreement.
The Scope of Service shall include the Consultant’s scope of work or bid which shall be
incorporated herein by this reference as though fully set forth herein. In the event of any
inconsistency between the terms of suchThe Consultant’s proposal and the terms and
conditions of the City’s request for proposals and this Agreement, the terms of this Agreement
shall governare superseded by this Agreement.
III. Section 1.8, Additional Services, is amended as follows:
1.8 Additional Services.
City shall have the right at any time during the performance of the services, without
invalidating this Agreement, to order extra work beyond that specified in the Scope of Services
or make changes by altering, adding to or deducting from said work. No such extra work may be
undertaken unless a written order is first given by the Contract Officer to the Consultant,
incorporating therein any adjustment in (i) the Contract Sum for the actual costs of the extra
work, plus reasonable overhead and markup, and/or (ii) the time to perform this Agreement,
which said adjustments are subject to the written approval of the Consultant. Any increase in
compensation of up to ten percent (10%) of the Contract Sum or $25,000, whichever is less; or,
in the time to perform of up to one hundred eighty (180) days, may be approved by the Contract
Officer. Any greater increases, taken either separately or cumulatively, must be approved by the
City Council. It is expressly understood by Consultant that the provisions of this Section shall
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not apply to services specifically set forth in the Scope of Services. Consultant hereby
acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of
Services may be more costly or time consuming than Consultant anticipates and that Consultant
shall not be entitled to additional compensation therefor. City may in its sole and absolute
discretion have similar work done by other contractors. No claims for an increase in the
Contract Sum or time for performance shall be valid unless the procedures established in this
Section are followed.
IV. Section 1.10, Compliance with California Labor Laws, is added as follows:
1.10 Compliance with California Labor Law. This section shall only apply to work
under this Agreement, if any, that is a public work for the purposes of the prevailing wage law.
(a) Public Work. To the extent that any of the work to be performed under this
Agreement is a “public work” as defined in Labor Code Section 1720, that work is subject to
the requirements of Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the
California Labor Code relating to public works contracts and the rules and regulations
established by the Department of Industrial Relations (“DIR”) implementing such statutes.
The public work performed under this Agreement is subject to compliance monitoring and
enforcement by the DIR. Consultant shall post job site notices, as prescribed by regulation.
(b) Prevailing Wages. Consultant shall pay prevailing wages to the extent required
by Labor Code Section 1771. Pursuant to Labor Code Section 1773.2, copies of the prevailing
rate of per diem wages are on file at City Hall and will be made available to any interested
party on request. By initiating any work under this Agreement, Consultant acknowledges
receipt of a copy of the DIR determination of the prevailing rate of per diem wages, and
Consultant shall post a copy of the same at each job site where work is performed under this
Agreement.
(c) Penalty for Failure to Pay Prevailing Wages. Consultant shall comply with and
be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of
prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The
Consultant shall, as a penalty to the City, forfeit two hundred dollars ($200) for each calendar
day, or portion thereof, for each worker paid less than the prevailing rates as determined by
the DIR for the work or craft in which the worker is employed for any public work done
pursuant to this Agreement by Consultant or by any subcontractor.
(d) Payroll Records. Consultant shall comply with and be bound by the provisions
of Labor Code Section 1776, which requires contractor and each subcontractor to: keep
accurate payroll records and verify such records in writing under penalty of perjury, as
specified in Section 1776; certify and make such payroll records available for inspection as
provided by Section 1776; and inform the City of the location of the records.
(e) Apprentices. Consultant shall comply with and be bound by the provisions of
Labor Code Sections 1777.5, 1777.6, and 1777.7 and California Code of Regulations Title 8,
Section 200 et seq. concerning the employment of apprentices on public works projects.
Consultant shall be responsible for compliance with these aforementioned Sections for all
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apprenticeable occupations. Prior to commencing work under this Agreement, Consultant
shall provide City with a copy of the information submitted to any applicable apprenticeship
program. Within sixty (60) days after concluding work pursuant to this Agreement, Consultant
and each of its subcontractors shall submit to the City a verified statement of the journeyman
and apprentice hours performed under this Agreement.
(f) Eight-Hour Work Day. Consultant acknowledges that eight (8) hours labor
constitutes a legal day’s work. Consultant shall comply with and be bound by Labor Code
Section 1810.
(g) Penalties for Excess Hours. Consultant shall comply with and be bound by the
provisions of Labor Code Section 1813 concerning penalties for workers who work excess
hours. The Consultant shall, as a penalty to the City, forfeit twenty-five dollars ($25) for each
worker employed in the performance of this Agreement by the Consultant or by any
subcontractor for each calendar day during which such worker is required or permitted to
work more than eight (8) hours in any one calendar day and forty (40) hours in any one
calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the
Labor Code. Pursuant to Labor Code section 1815, work performed by employees of
Consultant in excess of eight (8) hours per day, and forty (40) hours during any one week
shall be permitted upon public work upon compensation for all hours worked in excess of 8
hours per day at not less than one and one-half (1½) times the basic rate of pay.
(h) Workers’ Compensation. California Labor Code Sections 1860 and 3700
provide that every employer will be required to secure the payment of compensation to its
employees if it has employees. In accordance with the provisions of California Labor Code
Section 1861, Consultant certifies as follows:
“I am aware of the provisions of Section 3700 of the Labor Code which require every
employer to be insured against liability for workers’ compensation or to undertake self-
insurance in accordance with the provisions of that code, and I will comply with such
provisions before commencing the performance of the work of this contract.”
Consultant’s Authorized Initials ________
(i) Consultant’s Responsibility for Subcontractors. For every subcontractor who
will perform work under this Agreement, Consultant shall be responsible for such
subcontractor’s compliance with Division 2, Part 7, Chapter 1 (commencing with Section
1720) of the California Labor Code, and shall make such compliance a requirement in any
contract with any subcontractor for work under this Agreement. Consultant shall be required
to take all actions necessary to enforce such contractual provisions and ensure
subcontractor’s compliance, including without limitation, conducting a review of the certified
payroll records of the subcontractor on a periodic basis or upon becoming aware of the failure
of the subcontractor to pay his or her workers the specified prevailing rate of wages.
Consultant shall diligently take corrective action to halt or rectify any such failure by any
subcontractor.
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V. Section 2.2, Method of Compensation, is amended as follows:
2.2 Method of Compensation.
The method of compensation shall be in accordance with and may include: (i) a lump
sum payment upon completion; (ii) payment in accordance with specified tasks or the percentage
of completion of the services, less contract retention; (iii) payment for time and materials based
upon the Consultant’s rates as specified in the Schedule of Compensation, provided that (a) time
estimates are provided for the performance of sub tasks, (b) contract retention is maintained, and
(c) the Contract Sum is not exceeded; or (iv) such other methods as may be specified in the
Schedule of Compensation.
VI. Section 2.3, Reimbursable Expenses, is amended to read as follows:
2.3 Reimbursable Expenses.
Compensation may include reimbursement for actual and necessary expenditures for
construction materials, reproduction costs, telephone expenses, and travel expenses approved by
the Contract Officer in advance, or actual subcontractor expenses of an approved subcontractor
pursuant to Section 4.5, and only if specified in the Schedule of Compensation. The Contract
Sum shall include the attendance of Consultant at all project meetings reasonably deemed
necessary by the City. Coordination of the performance of the work with City is a critical
component of the services. If Consultant is required to attend additional meetings to facilitate
such coordination, Consultant shall not be entitled to any additional compensation for attending
said meetings.
VII. Section 2.4, Invoices, is amended as follows:
2.4 Invoices.
Each month Consultant shall furnish to City an original invoice for all work performed
and expenses incurred during the preceding month in a form approved by City’s Director of
Finance. By submitting an invoice for payment under this Agreement, Consultant is certifying
compliance with all provisions of the Agreement. The invoice shall detail charges for all
necessary and actual expenses by the following categories: labor (by sub-category), travel,
materials, equipment, supplies, and sub-contractor contracts. Sub-contractor charges shall also be
detailed by such categories. Consultant shall not invoice City for any duplicate services
performed by more than one person.
City shall independently review each invoice submitted by the Consultant to determine
whether the work performed and expenses incurred are in compliance with the provisions of this
Agreement. Except as to any charges for work performed or expenses incurred by Consultant
which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause
Consultant to be paid within forty-five (45) days of receipt of Consultant’s correct and
undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run
procedures, the City cannot guarantee that payment will occur within this time period, but the
Parties agree that the City shall pay Consultant in all instances within sixty (60) days after
receipt of Consultant’s correct and undisputed invoice. In the event any charges or expenses are
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disputed by City, the original invoice shall be returned by City to Consultant for correction and
resubmission. Review and payment by City for any invoice provided by the Consultant shall not
constitute a waiver of any rights or remedies provided herein or any applicable law.
VIII. Section 3.5 is added as follows:
3.5 Inspection and Final Acceptance.
City may inspect and accept or reject any of Consultant’s work under this Agreement
either during performance or when completed. City shall reject or finally accept Consultant’s
work within forty five (45) days after submitted to City. City shall accept work by a timely
written acceptance. City’s acceptance shall be conclusive as to such work except with respect
to latent defects, fraud and such gross mistakes as amount to fraud. Acceptance of any work
by City shall not constitute a waiver of any of the provision of this Agreement including but
not limited to Article 5 pertaining to indemnification and insurance, respectively.
IX. Section 4.3, Contract Officer, is amended as follows:
4.3 Contract Officer.
The Contract Officer shall be Elias Sassoon or his/her designee, or such person as may be
designated by the City Manager. It shall be the Consultant’s responsibility to assure that the
Contract Officer is kept informed of the progress of the performance of the services and the
Consultant shall refer any decisions which must be made by City to the Contract Officer. Unless
otherwise specified herein, any approval of City required hereunder shall mean the approval of
the Contract Officer. The Contract Officer shall have authority, if specified in writing by the
City Manager, to sign all documents on behalf of the City required hereunder to carry out the
terms of this Agreement.
City will contract with a construction management firm to perform construction
administration and oversight for Phase III of the project, LED conversion. Consultant shall
fully cooperate with the construction manager.
X. Section 4.5, Prohibition Against Subcontracting or Assignment, is amended as
follows:
4.5 Prohibition Against Subcontracting or Assignment.
The experience, knowledge, capability and reputation of Consultant, its principals and
employees were a substantial inducement for the City to enter into this Agreement. Therefore,
Consultant shall not contract with any other entity to perform in whole or in part the services
required hereunder without the express written approval of the City. In addition, neither this
Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or
encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise,
without the prior written approval of City. However, Consultant may assign this Agreement
and its rights, contract proceeds, and obligations thereunder to its affiliates, parent, wholly
owned subsidiary, or affiliated successor organization without the City’s consent. Transfers
restricted hereunder shall include the transfer to any person or group of persons acting in concert
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of more than twenty five percent (25%) of the present ownership and/or control of Consultant,
taking all transfers into account on a cumulative basis. In the event of any such unapproved
transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved
transfer shall release the Consultant or any surety of Consultant of any liability hereunder
without the express consent of City.
XI. Subsection (h) of Section 5.2, General Insurance Requirements, is amended as
follows:
h. Requirements not limiting. Requirements of specific coverage features or limits
contained in this section are not intended as a limitation on coverage, limits or other
requirements, or a waiver of any coverage normally provided by any insurance. Specific
reference to a given coverage feature is for purposes of clarification only as it pertains to a given
issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other
coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums
shown above, the City requires and shall be entitled to coverage for the higher limits maintained
by the Consultant. Any available insurance proceeds in excess of the specified minimum limits
of insurance and coverage shall be available to the City.
XII. Subsection (o), Self-Insured Retentions, of Section 5.2, General Insurance
Requirements, is deleted in its entirety.
XIII. Subsection (p) of Section 5.2, General Insurance Requirements, is amended as
follows:
p. Timely notice of claims. Consultant shall give City prompt and timely notice of
insurance claims made or suits instituted that arise out of or result from Consultant’s
performance under this Agreement, and that involve or may involve insurance coverage under
any of the required liability policies.
XIV. Section 5.5, Performance Bond, is added as follows:
5.5 Performance Bond.
Concurrently with execution of this Agreement, Consultant shall deliver to City a
performance bond in the sum of the amount of only Phase III of the Scope of Services, i.e.,
$438,138.34, in the form provided by the City Clerk, which secures the faithful performance of
this Agreement. The bond shall contain the original notarized signature of an authorized
officer of the surety and affixed thereto shall be a certified and current copy of his power of
attorney. The bond shall be unconditional and remain in force during the entire term of the
Agreement and shall be null and void only if the Consultant promptly and faithfully performs
all terms and conditions of this Agreement.
/ / /
/ / /
/ / /
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XV. Section 6.5, Liquidated Damages, is added as follows:
6.5. Liquidated Damages.
Since the determination of actual damages for any delay in performance of this
Agreement would be extremely difficult or impractical to determine in the event of a breach of
this Agreement, the Consultant and its sureties shall be liable for and shall pay to the City the
sum of Five Hundred Dollars ($500) as liquidated damages for each working day of delay that
substantial completion of the LED Conversation (Phase III of the Project) extends beyond the
135 working days from notice to proceed, as specified in the Schedule of Performance (Exhibit
“D”). Notwithstanding anything else to the contrary, the total aggregate liquidated damages
assessable against the Consultant shall not exceed the total aggregate sum of (twenty percent)
20% percent of the total amount due for Phase III of the Project, i.e., 20% of $348,138.34, and
in no instance shall the aggregate liquidated damage amount for delay per day exceed $500
per working day of delay under this Agreement. The City may withhold from any monies
payable on account of services performed by the Contractor any accrued liquidated damages.
Pursuant to Government Code Section 4215, Contractor shall not be assessed liquidated
damages for delay in completion of the project when such delay was caused by the failure of
the public agency or owner of the utility to provide for removal or relocation of utility
facilities.
XVI. Section 7.7, Termination Prior to Expiration of Term, is amended as follows:
7.7 Termination Prior to Expiration of Term.
This Section shall govern any termination of this Contract except as specifically provided
in the following Section for termination for cause. The City reserves the right to terminate this
Contract at any time, with or without cause, upon thirty (30)ninety (90) 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)one hundred forty (140) days’ written notice to City, except that where termination is
due to the fault of the City, the period of notice may be such shorter time as the Consultant may
determine. Upon receipt of any notice of termination, Consultant shall immediately cease all
services hereunder except such as may be specifically approved by the Contract Officer. Except
where the Consultant has initiated termination, the Consultant shall be entitled to compensation
for all services rendered prior to the effective date of the notice of termination and for any
services authorized by the Contract Officer thereafter in accordance with the Schedule of
Compensation or such as may be approved by the Contract Officer, except as provided in Section
7.3. In the event the Consultant has initiated termination, the Consultant shall be entitled to
compensation only for the reasonable value of the work product actually produced hereunder. In
the event of termination without cause pursuant to this Section, the terminating party need not
provide the non-terminating party with the opportunity to cure pursuant to Section 7.2.
01203.0006/446622.11 B-7
A-38
EXHIBIT “C”
SCHEDULE OF COMPENSATION
I. Consultant shall perform the following tasks at the following rates:
RATE QUANTITY TIME SUB-BUDGET
A. Phase I - Streetlight
Audit and Financial
Feasibility Analysis
N/A N/A 75 days $48,637.44
B. Phase II – SCE Asset
Acquisition
Facilitation
N/A N/A Dependent on
SCE schedule
$12,419.77
C. Phase III – LED
conversion
Varies by material
type
($277.49/ pole
average)
1,799 poles 135 days $438,138.34
D. Phase IV – Standard
Streetlight
Maintenance and
Operation
$0.74/streetlight
/month 1
1,799 ongoing $47,925.36
[$15,975.12/year]
E. Phase V-
Extraordinary,
Emergency and
After-hours
Maintenance
See Exhibit C-1 as needed as needed $30,000 2
TOTAL CONTRACT SUM $577,120.91
II. As to Phases III, a retention of 5% shall be held from each payment as a contract
retention to be paid as part of the final payment upon satisfactory completion of
Phase III is completed.
III. Within the budgeted amounts for each Task, and with the approval of the Contract
Officer, funds may be shifted from one Task subbudget to another so long as the
1 See Exhibit C-1 for rate breakdown.
2 Reflects budget estimate for emergency services. This item to be utilized on an as needed
basis.
01203.0006/446622.11 C-1
A-39
Contract Sum is not exceeded per Section 2.1, unless Additional Services are
approved per Section 1.8.
IV. The City will compensate Consultant for the Services performed upon submission of
a valid invoice. Each invoice is to include:
A. Line items for all personnel describing the work performed, the number of hours
worked, the hourly rate, and the percentage of completion of each Phase.
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.
VI. The Consultant’s billing rates for all personnel are attached as Exhibit C-1.
01203.0006/446622.11 C-2
A-40
EXHIBIT C-1
MAINTENANCE SERVICE RATES/HOUR
1. Labor Regular Time* Overtime* Premium Time*
Streetlight Electrician/Technician $124.00 $153.00 $182.00
Foreman/Lead Tech $134.00 $165.00 $196.00
Laborer $97.00 $141.00 141.00
Energy Engineer $180.00 $180.00 $180.00
2. Equipment Rate per Hour
Bucket Truck $28.00
Service Truck $25.00
Material Markup (from actual invoice cost)
Streetlight Maintenance Materials 15%
*Work Hours are as follows:
• Regular Time- 7:30am to 4:00pm, Monday thru Friday, except Holidays
• Overtime- Monday thru Friday after 4:00pm, for the first four hours, Saturday for the first 12 hours
• Premium Time- Monday thru Saturday, after 12 working hours, Sundays and Holidays all day (24 hours).
Holidays are as defined by the California Department of Industrial Relations guidelines.
01203.0006/446622.11 C-3
A-41
EXHIBIT “D”
SCHEDULE OF PERFORMANCE
I. Consultant shall perform all Services timely in accordance with the schedule to be
developed by Consultant and subject to the written approval of the Contract Officer
and the City Attorney’s office.
II. Consultant shall deliver the following tangible work products to the City by the
following dates.
Conversion
A. Streetlight Audit and Financial Feasibility Analysis: 75 working days from notice to
proceed for Phase I.
B. LED Conversion: 135 working days from notice to proceed for Phase III 3
*Section 6.5 of the Special Requirements (Liquidated Damages) applies only to the 135 working
day LED Conversion period referred to immediately above. No liquidated damages shall be
assessed in relation to the maintenance time periods below or for other schedule milestones.*
Maintenance
C. Routine Maintenance: Maintenance response within 5 days of notification
D. Emergency Response: Within 1 hour of notification
III. The Contract Officer may approve extensions for performance of the services in
accordance with Section 3.2.
3 Please note: Schedule is based upon estimated time for SCE cutover process. Schedule
dependent on SCE participation.
01203.0006/446622.11 D-1
A-42
B-1
SIEMENS
January 14 , 2021
Lauren Ramezani
City of Rancho Palos Verdes
30940 Hawthorne Blvd.
Rancho Palos Verdes , CA 90275
SMI-RPV-L-009
Reference: ( 1) Streetlight LED Conversion Project per Agreement for Contract Services by and between the City of
Rancho Palos Verdes ("RPV ") and Siemens Mobility , Inc . ("Siemens," previously Siemens Industry ,
Inc .)
Letter: SMI·RPV·L-009
Subject: Final Completion and Acceptance-LED Streetlight Conversion
Dear Ms . Ramezani ,
The following letter is in reference to the LED streetlight audit , fixture procurement, and installation provided by Siemens
Mobility , Inc. under the referenced contract and amendments. This notice serves to formally document the completion and
acceptance of the work referenced therein. The streetlight retrofit installation services concluded October 23,2020 (date of
final as-built documentation I GIS data report transmittal).
Siemens requests that RPV please provide written notice of acceptance by signing Attachment 1 -Certificate of Final
Completion and Acceptance.
For the avoidance of doubt , maintenance support by Siemens for RPV will continue in accordance with the Contract and/or
any revised maintenance agreement(s).
Please contact me should you have any questions . Thank you for your continued cooperation.
Sincerely,
Brennan Smartis
Senior Project Manager
Siemens Mobility , Inc .
Attachments :
1. Certificate of Final Completion and Acceptance
CC: Anchal Bansal , Siemens
Siemens Mobility , Inc . 2020-Confidential Information
B-2
SIEMENS
SMI-RPV-L-009
Attachment 1
CERTIFICATE OF FINAL COMPLETION AND ACCEPTANCE:
STREETLIGHT LED RETROFIT INSTALLATION
Siemens Mobility , Inc . 2020-Confidential Information
B-3
SIEMENS
SMI-RPV-L-009
SIEMENS MOBILITY, INC
CERTIFICATE OF FINAL COMPLETION AND ACCEPTANCE
PROJECT: FINAL COMPLETION I ACCEPTANCE DATE:
City of Rancho Palos Verdes LED Streetlight
Conversion
CONTRACTOR:
Siemens Mobility, Inc. ("Siemens")
October 23, 2020
CLIENT I OWNER:
City of Rancho Palos Verdes ("RPV")
The following Certificate of Final Completion and Acceptance is in reference to the Streetlight LED Conversion
Project per Agreement for Contract Services by and between the City of Rancho Palos Verdes ("RPV") and
Siemens Mobility , Inc. ("Siemens," previously Siemens Industry, Inc.);.
This Certificate serves as documentation of final completion and acceptance of the streetlight audit and LED
conversion services scope of the Contract.
The Date of Final Acceptance is hereby established as : October 23, 2020
Maintenance support shall continue in accordance with the terms & conditions of the Contract and/or any
revised maintenance agreement(s).
Based on our inspection and to the best of our knowledge , information and belief, the Work has been
completed in accordance with the terms and conditions of the Contract and we recommend acceptance of
the Work.
CONTRACTOR
Digitally signed by Smartis Brennan
ON: cn=Smartis Brennan , o=Siemens,
email=brennan.smartis@siemens.com
Date: 2021.01 .14 12:37:19 -06'00'
AUTHORIZED SIGNATURE NAME /TITLE
The Owner hereby accepts the Services as fully complete and confirms final acceptance.
OWNER -CITY OF RANCHO AUTHORIZED SIGNATURE NAME /TITLE
PALOS VERDES
Siemens Mobility , Inc . 2020-Confidential Information
DATE
DATE