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Gilman Construction Media LLC - FY2022-072-01AMENDMENT NO. 1 TO AGREEMENT FOR PROFESSIONAL SERVICES THIS AMENDMENT TO THE AGREEMENT FOR PROFESSIONAL SERVICES (“Amendment No. 1”) by and between the CITY OF RANCHO PALOS VERDES (“City”) and GILMAN CONSTRUCTION MEDIA, a limited liability company (“Consultant”) is effective as of March 27, 2024. RECITALS A. City and Consultant entered into that certain Agreement for Professional Services dated May 4, 2022 (“Agreement”) whereby Consultant agreed to provide construction time-lapse video services (the “Services”) during the construction of the Ladera Linda project, anticipated to last approximately 15-16 months, for a Term not to exceed 2 years, for a Contract Sum of $10,204. The Agreement provided for two additional one-year extensions at the City’s discretion. B. City and Consultant now desire to amend the Agreement to extend the Services until May 31, 2024, for an additional $3,231, for a new Contract Sum of $13,435. TERMS 1. Contract Changes. The Agreement is amended as provided herein. Deleted text is indicated in strikethrough and added text in bold italics. a. Section 2.1, Contract Sum, is amended to read: Subject to any limitations set forth m this Agreement, City agrees to pay Consultant the amounts specified m 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 $10,204 ( Ten Thousand Two Hundred Four Dollars)$13,435 ( Thirteen Thousand Four Hundred Thirty-Five Dollars) (the" Contract Sum"), unless additional compensation is approved pursuant to Section 1.9. b. Section 3.4, Term, is amended to read: 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 two years from the date of the Notice to Proceed issued by City May 31, 2024, except as otherwise provided in the Schedule of Performance (Exhibit “D”) DocuSign Envelope ID: 6987A642-C6B3-4541-B2AB-517A0E4448D7 01203.0006/971876.1 -2- c. Exhibit “C”, Schedule of Compensation, is amended to read: Ladera Linda Community Park Web Cam & Time Lapse Pricing Gilman Construction Media (4K, fixed) with solar power (1) Camera $4,460 16 months 25 months service with a contract end date of May 2024 that includes cellular service, user portal access, time lapse $5,744 $8,975 Mounting Pole by owner Installation included 110-volt power included (solar) Estimated Tax included Total $10,204 $13,435 d. Exhibit “D”, Schedule of Performance, is amended to read: The Services shall commence upon execution of the Agreement and continue until Final Completion of the Project construction. All services shall be performed in a timely manner so as to capture construction activities for a Time Lapse Video Completion is estimated to occur in 15 months, but may take longer by May 2024. The Time Lase Video shall be provided to the City within 30 days of completion of the project (see Exhibit “A”, Scope of Services.” 2. Continuing Effect of Agreement. Except as amended by this Amendment No. 1, all provisions of the Agreement shall remain unchanged and in full force and effect. From and after the date of this Amendment No. 1, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement, as amended by this Amendment No. 1to the Agreement. 3. Affirmation of Agreement; Warranty Re Absence of Defaults. City and Consultant each ratify and reaffirm each and every one of the respective rights and obligations arising under the Agreement. Each party represents and warrants to the other that there have been no written or oral modifications to the Agreement other than as provided herein. Each party represents and warrants to the other that the Agreement is currently an effective, valid, and binding obligation. Consultant represents and warrants to City that, as of the date of this Amendment No. 1, City is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement. City represents and warrants to Consultant that, as of the date of this Amendment No. 1, Consultant is not in default of any material term of the Agreement and that there have been no DocuSign Envelope ID: 6987A642-C6B3-4541-B2AB-517A0E4448D7 01203.0006/971876.1 -3- events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement. 4. Adequate Consideration. The parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 1. 5. Authority. The persons executing this Amendment No. 1 on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment No. 1 on behalf of said party, (iii) by so executing this Amendment No. 1, such party is formally bound to the provisions of this Amendment No. 1, and (iv) the entering into this Amendment No. 1 does not violate any provision of any other agreement to which said party is bound. [SIGNATURES ON FOLLOWING PAGE] DocuSign Envelope ID: 6987A642-C6B3-4541-B2AB-517A0E4448D7 01203.0006/971876.1 -4- 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 ____________________________________ Ara Mihranian, City Manager ATTEST: _________________________________ Teresa Takaoka, City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP _________________________________ Elena Q. Gerli, City Attorney CONSULTANT: GILMAN CONSTRUCTION MEDIA, LLC, a limited liability company By: ________________________________ Name: Andrew Gilman Title: Manager/President Address: 29634 Ramsey St Temecula, CA 92591 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. DocuSign Envelope ID: 6987A642-C6B3-4541-B2AB-517A0E4448D7 3/27/2024 3/28/2024 3/28/2024 3/28/2024 Certificate Of Completion Envelope Id: 6987A642C6B34541B2AB517A0E4448D7 Status: Completed Subject: Complete with DocuSign: RPV- Gilman Construction Media Amendment No. 1(971876.1) 3-27-2024.pdf Source Envelope: Document Pages: 4 Signatures: 4 Envelope Originator: Certificate Pages: 5 Initials: 0 James O'Neill AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 30940 Hawthorne Blvd. Rancho Palos Verdes, CA 90275 joneill@rpvca.gov IP Address: 72.34.97.146 Record Tracking Status: Original 3/27/2024 12:47:20 PM Holder: James O'Neill joneill@rpvca.gov Location: DocuSign Signer Events Signature Timestamp Andrew Gilman agilman@gilmanconstructionmedia.com Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 47.153.109.145 Sent: 3/27/2024 12:51:16 PM Viewed: 3/27/2024 6:20:52 PM Signed: 3/27/2024 6:22:24 PM Electronic Record and Signature Disclosure: Accepted: 3/27/2024 6:20:52 PM ID: 45033db2-4cb7-4a3f-a608-0630d73a2caf Elena Q. Gerli egerli@awattorneys.com City Attorney Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 45.48.165.116 Signed using mobile Sent: 3/27/2024 6:22:25 PM Viewed: 3/28/2024 5:04:26 AM Signed: 3/28/2024 5:05:02 AM Electronic Record and Signature Disclosure: Accepted: 3/28/2024 5:04:26 AM ID: 719d8f14-d6bd-4bfb-9d19-b85bfca53272 Ara Mihranian aram@rpvca.gov City Manager City of Rancho Palos Verdes Security Level: Email, Account Authentication (None) Signature Adoption: Uploaded Signature Image Using IP Address: 104.34.113.36 Sent: 3/28/2024 5:05:03 AM Viewed: 3/28/2024 6:22:38 AM Signed: 3/28/2024 6:23:16 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Teresa Takaoka terit@rpvca.gov Security Level: Email, Account Authentication (None) Signature Adoption: Drawn on Device Using IP Address: 72.34.97.146 Sent: 3/28/2024 6:23:17 AM Resent: 3/28/2024 4:56:09 PM Viewed: 3/28/2024 4:56:48 PM Signed: 3/28/2024 4:56:54 PM Electronic Record and Signature Disclosure: Accepted: 3/28/2024 4:56:48 PM ID: 3ee2dbdb-dffa-4181-96d5-bfe841c6d5c7 In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp City Clerk cityclerk@rpvca.gov Security Level: Email, Account Authentication (None) Sent: 3/28/2024 4:56:55 PM Viewed: 3/28/2024 5:11:57 PM Electronic Record and Signature Disclosure: Accepted: 2/1/2023 3:10:58 PM ID: 505eed45-7ed0-4db8-aae6-ef6eedfef03d Lorna Cloke lornac@rpvca.gov Security Level: Email, Account Authentication (None) Sent: 3/28/2024 4:56:56 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign David Copp dcopp@rpvca.gov Deputy Director of Public Works City of Rancho Palos Verdes Security Level: Email, Account Authentication (None) Sent: 3/28/2024 4:56:56 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 3/27/2024 12:51:16 PM Certified Delivered Security Checked 3/28/2024 4:56:48 PM Signing Complete Security Checked 3/28/2024 4:56:54 PM Completed Security Checked 3/28/2024 4:56:56 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Rancho Palos Verdes (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Electronic Record and Signature Disclosure created on: 6/15/2021 5:55:39 PM Parties agreed to: Andrew Gilman, Elena Q. 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PROFESSIONAL SERVICES AGREEMENT By and Between CITY OF RANCHO PALOS VERDES and GILMAN CONSTRUCTION MEDIA, LLC 01203 000617823413 1 AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF RANCHO PALOS VERDES AND GILMAN CONSTRUCTION MEDIA THIS AGREEMENT FOR CONTRACT SERVICES ("Agreement") is made and entered into on May 4, 2022, by and between the CITY OF RANCHO PALOS VERDES, a California municipal corporation ("City") and GILMAN CONSTRUCTION MEDIA LLC, a California limited liability company ("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, the performance of the services defined and described particularly in Article 1 of this Agreement B Consultant, following submission of a proposal 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,the City has authonty 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 descnbed herein OPERATIVE PROVISIONS NOW, THEREFORE, m consideration of the mutual promises and covenants made by the Parties and contained herein and other consideration, the value and adequacy of which are hereby acknowledged, the parties agree as follows ARTICLE 1. SERVICES OF CONSULTANT 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement,the Consultant shall provide those services specified in the "Scope of Services", as stated m the Proposal, 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 matenal mducement to the City entenng into this Agreement, Consultant represents and warrants that it has the qualifications, expenence, and facilities necessary to properly perform the services required under this Agreement m a thorough, competent, and professional manner, and is experienced in performing the work and services contemplated herein Consultant shall at all tunes 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 matenals 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 01203 0006/782341 3 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 mclude the Consultant's Proposal which shall be incorporated herem 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 junsdiction in effect at the time service is rendered 1.4 California Labor Law. If the Scope of Services includes any"public work"or"maintenance work,"as those terms are defined in California Labor Code section 1720 et seq and California Code of Regulations, Title 8, Section 16000 et seq , and if the total compensation is $1,000 or more, Consultant shall pay prevailing wages for such work and comply with the requirements in California Labor Code section 1770 et seq and 1810 et seq , and all other applicable laws, including the following requirements (a) Public Work The Parties acknowledge that some or all of the work to be performed under this Agreement is a "public work" as defined in Labor Code Section 1720 and that this Agreement is therefore subject to the requirements of Division 2, Part 7, Chapter 1 (commencmg with Section 1720) of the California Labor Code relatmg to public works contracts and the rules and regulations established by the Department of Industrial Relations ("DIR") implementing such statutes The work performed under this Agreement is subject to compliance monitoring and enforcement by the DIR Consultant shall post job site notices, as prescnbed 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$200(two hundred dollars)for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for 01203 0006/782341 3 2 the work or craft m 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 Consultant and each subconsultant to keep accurate payroll records and venfy such records in wntmg under penalty of penury, 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 apprenticeable occupations Pnor to commencing work under this Agreement, Consultant shall provide City with a copy of the information submitted to any applicable apprenticeship program Within 60 (sixty) days after concluding work pursuant to this Agreement, Consultant and each of its subconsultants shall submit to the City a venfied statement of the journeyman and apprentice hours performed under this Agreement (1) Eight-Hour Work Day Consultant acknowledges that 8 (eight) 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 $25 (twenty five dollars 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 8 (eight) hours in any one calendar day and 40 (forty) hours m 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 8 (eight) hours per day, and 40 (forty) 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 1'h (one and one half) 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 m accordance with the provisions of that code, and I will comply with such provisions before commencmg the performance of the work of this contract" Consultant's Authorized Initials 01203 0006/782341 3 3 (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 prevailmg rate of wages Consultant shall diligently take corrective action to halt or rectify any such failure by any subcontractor 1.5 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 1.6 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 wntten mstructions are received from the Contract Officer in the form of a Change Order 1.7 Care of Work. The Consultant shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work,and the equipment,materials,papers,documents,plans,studies and/or other components thereof to prevent losses or damages,and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City's own negligence 1.8 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 m good faith to execute all mstruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes 01203 0006/782341 3 4 of this Agreement Unless hereafter specified, neither party shall be responsible for the service of the other 1.9 Additional Services. City shall have the nght at any time during the performance of the services, without invalidating this Agreement,to order extra work beyond that specified m 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 Change 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 15% (fifteen percent) of the Contract Sum,or,in the time to perform of up to 90(ninety)days,may be approved by the Contract Officer through a written Change Order 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 nsk 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 Consultants 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 If in the performance of the contract scope, the Consultant becomes aware of material defects in the scope, duration or span of the contract or the Consultant becomes aware of extenuating circumstance that will or could prevent the completion of the contract, on time or on budget, the Consultant shall inform the Contracting Officer of an anticipated Change Order This proposed change order will stipulate,the facts surrounding the issue,proposed solutions,proposed costs and proposed schedule impacts 1.10 Special Requirements. Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the"Special Requirements"attached hereto as Exhibit"B"and incorporated herein by this reference In the event of a conflict between the provisions of Exhibit "B" and any other provisions of this Agreement, the provisions of Exhibit"B" shall govern ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT. 2.1 Contract Sum. Subject to any limitations set forth m this Agreement, City agrees to pay Consultant the amounts specified m the "Schedule of Compensation" attached hereto as Exhibit "C" and incorporated herem by this reference The total compensation, mcludmg reimbursement for actual expenses, shall not exceed$10,204 (Ten Thousand Two Hundred Four Dollars)(the"Contract Sum"), unless additional compensation is approved pursuant to Section 1 9 01203 0006/782341 3 5 2.2 Method of Compensation. The method of compensation may include (i) a lump sum payment upon completion, (ii) payment m accordance with specified tasks or the percentage of completion of the services, (iii) payment for time and materials based upon the Consultant's rates as specified m the Schedule of Compensation,provided that(a)time estimates are provided for the performance of sub tasks, and (b) 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 mclude 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 onginal invoice, using the City template, or in a format acceptable to the City, 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 45 (forty-five)days of receipt of Consultant's correct and undisputed mvoice, however, Consultant acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time penod 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 herem 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 m work performed by Consultant 01203 0006/782341 3 6 ARTICLE 3. PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence m 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 penod(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 m wntmg by the Contract Officer through a Change Order, but not exceeding 90 (ninety) days cumulatively 3.3 Force Majeure. The time penod(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 10(ten) 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 bemg 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 two years from the date of the Notice to Proceed issued by City,except as otherwise provided in the Schedule of Performance (Exhibit"D") ARTICLE 4. COORDINATION OF WORK 4 1 Representatives and Personnel of Consultant. The following principals of Consultant ("Principals") are hereby designated as being the pnncipals and representatives of Consultant authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith Andrew Gilman Manager (Name) (Title) 01203 0006/782341 3 7 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 the personnel included m the Proposal 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 m Consultant's staff and subcontractors, if any, assigned to perform the services required under this Agreement, prior to and during any such performance City shall have the right to approve or reject any proposed replacement personnel, which approval shall not be unreasonably withheld 4.2 Status of Consultant. Consultant shall have no authonty 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 Ramzi Awwad or such person as may be designated by the Public Works Director 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 authonty, if specified m writing by the City Manager, to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement 4.4 Independent Consultant. Neither the City nor any of its employees shall have any control over the manner, mode or means by which Consultant, its agents or employees, perform the services required herein, except as otherwise set forth herein City shall have no voice in the selection, discharge, supervision or control of Consultant's employees, servants, representatives or agents, or m fixmg 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 01203 0006/782341 3 8 of City City shall not m any way or for any purpose become or be deemed to be a partner of Consultant m its business or otherwise or ajomt venturer or a member of any joint enterprise with Consultant 4.5 Prohibition Against Subcontractingor Assignment. The experience, knowledge, capability and reputation of Consultant, its pnncipals 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 m whole or in part the services required hereunder without the express written approval of the City, all subcontractors included in the Proposal are deemed approved In addition,neither this Agreement nor any mterest 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 wntten approval of City Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more 25% (twenty five percent) of the present ownership and/or control of Consultant, taking all transfers into account on a cumulative basis In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void No approved transfer shall release the Consultant or any surety of Consultant of any liability hereunder without the express consent of City ARTICLE 5. INSURANCE AND INDEMNIFICATION 5.1 Insurance Coverages. Without limiting Consultant's indemnification of City, and prior to commencement of any services under this Agreement, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement,policies of msurance of the type and amounts described below and m a form satisfactory to 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 $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury,personal injury,and property damage The policy must include contractual liability that has not been amended Any endorsement restnctmg standard ISO"insured contract"language will not be accepted (b) 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 m connection with Services 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 (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 01203 0006/782341 3 9 Agreement and Consultant agrees to maintain continuous coverage through a penod no less than three(3)years after completion of the services required by this Agreement (d) Workers' compensation insurance Consultant shall mamtam Workers' Compensation Insurance (Statutory Limits) and Employer's Liability Insurance (with limits of at least$1,000,000) (e) Subcontractors Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor All coverages for subcontractors shall include all of the requirements stated herein (f) Additional Insurance Policies of such other insurance, as may be required m 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 Agreement City reserves the nght to require complete, certified copies of all required insurance policies, at any time (b) Duration of coverage Consultant shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Services hereunder by Consultant, its agents,representatives, employees or subconsultants (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 pnmary and umbrella or excess insurance Any umbrella or excess msurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a pnmary 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 and continuously maintain the msurance 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 msurance company currently authorized by the Insurance Comnussioner to transact business of insurance or that is on the List of Approved Surplus Line Insurers m the State of California, with an assigned 01203 00061782341 3 10 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 m 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 msurance clauses from each of its subconsultants (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 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) Nonce of cancellation Consultant agrees to oblige its insurance agent or broker and insurers to provide to City with a 30 (thirty) day notice of cancellation (except for nonpayment for which a 10 (ten) day notice is required) or nonrenewal of coverage for each required coverage (l) Additional msured 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 (1) 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 01203 0006/782341 3 11 (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 m 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) Agency's right to revise specifications The City reserves the nght at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant 90 (ninety) 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 nght 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 (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, ormssions or liabilities whether actual or threatened (herein "claims or liabilities") that may be asserted or claimed by any person, firm or entity ansmg 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 m 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, 01203 0006/782341 3 12 (b) Consultant will promptly pay any judgment rendered agamst the City, its officers, agents or employees for any such claims or liabilities arising out of or m 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 ansmg out of or m 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, mcluding but not limited to, legal costs and attorneys' fees Consultant shall incorporate similar indemnity agreements with its subcontractors and if it fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and failure of City to monitor compliance with these provisions shall not be a waiver hereof This indemnification includes claims or liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Consultant in the performance of professional services hereunder The provisions of this Section do not apply to claims or liabilities occurring as a result of City's sole negligence or willful acts or omissions, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City's negligence, except that design professionals' indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness or willful misconduct of the design professional The indemnity obligation shall be binding on successors and assigns of Consultant and shall survive termination of this Agreement ARTICLE 6. RECORDS, REPORTS,AND RELEASE OF INFORMATION 6.1 Records. Consultant shall keep, and require subcontractors to keep,such ledgers,books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and services performed hereunder (the "books and records"), as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services Any and all such documents shall be mamtamed m accordance with generally accepted accounting pnnciples 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 penod 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 m mterest 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 01203 0006/782341 3 13 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 herem or, if Consultant is providing design services, the cost of the project being designed, Consultant shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Consultant is providing design services, the estimated increased or decreased cost estimate for the project being designed 6.3 Ownership of Documents. All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials (the "documents and materials") prepared by Consultant, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination 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 matenals 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 matenals 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 gamed or work product produced by Consultant in performance of this Agreement shall be considered confidential, unless such mformation is m 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 authonzation 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 interrogatones 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 01203 0006/782341 3 14 (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 mdemmty 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, interrogatones, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed there under City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant However, this right to review any such response does not imply or mean the nght by City to control, direct, or rewrite said response ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION 7.1 California Law. This Agreement shall be interpreted, construed and governed both as to validity and to performance of the parties in accordance with the laws of the State of California Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action In the event of litigation in a U S District Court, venue shall he exclusively m the Central District of California, m 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 15 (fifteen) 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, m 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 authonzes 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 m 01203 0006/782341.3 15 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 failmg to perform Consultant's obligation under this Agreement In the event that any claim is made by a third party, the amount or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding,an amount sufficient to cover such claim The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Consultant to insure, indemnify, and protect City as elsewhere provided herein 7.4 Waiver. Waiver by any party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant Waiver by any party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any provision of this Agreement Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of the provisions of this Agreement No delay or omission in the exercise of any right or remedy by a non-defaulting party on any default shall impair such right or remedy or be construed as a waiver Any waiver by either party of any default must be in wnting 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 nghts 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 nghts 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 Pnor to Expiration of Term. This Section shall govern any termination of this Contract except as specifically provided m the following Section for termination for cause The City reserves the nght 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 Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be 01203 0006/782341 3 16 specifically approved by the Contract Officer Consultant shall be entitled to compensation for all services rendered pnor to the effective date of the notice of ternunation and for any services authorized by the Contract Officer thereafter m 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 of termination without cause pursuant to this Section, the City need not provide the Consultant with the opportunity to cure pursuant to Section 7 2 7.8 Termination for Default of Party. If termination is due to the failure of the other Party to fulfill its obligations under this Agreement (a) 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 (b) Consultant may, after compliance with the provisions of Section 7 2, terminate the Agreement upon wntten notice to the City's Contract Officer Consultant shall be entitled to payment for all work performed up to the date of termination 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 m 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, talung depositions and discovery and all other necessary costs the court allows which are incurred m such litigation All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 8.1 Non-liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Consultant, or any successor m 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 mterest, directly or indirectly, which would conflict in any manner with the interests 01203 0006/782341 3 17 of City or which would m any way hinder Consultant's performance of services under this Agreement Consultant further covenants that m 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 mterests of City m 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 m any decision relating to the Agreement which affects her/his financial mterest or the financial interest of any corporation, partnership or association in which (s)he is, directly or indirectly, mterested, 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 seg , as amended, and m 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 agamst City for such use of unauthorized aliens, Consultant hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorneys' fees, incurred by City ARTICLE 9. MISCELLANEOUS PROVISIONS 9.1 Notices. Any notice, demand,request, document, consent, approval,or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer(with her/his name and City title),City of Rancho Palos Verdes, 30940 Hawthorne Blvd , Rancho Palos Verdes, California 90275 and m 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 72 (seventy two) hours from the time of mailing if mailed as provided in this section 01203 0006/782341 3 18 9.2 Interpretation. The terms of this Agreement shall be construed in accordance with the meamng of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply 9.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument 9.4 Integration; Amendment. This Agreement including the attachments hereto is the entire, complete and exclusive expression of the understanding of the parties It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Consultant and by the City Council The parties agree that this requirement for wntten 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 m 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 "nonmterests" 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 thud 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 01203 0006/782341 3 19 other thing of value to any third party mcludmg, 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 m such payment of money, consideration, or other thmg of value will render this Agreement void and of no force or effect Consultant's Authonzed Initials 9.7 Corporate Authontv. The persons executing this Agreement on behalf of the parties hereto warrant that(i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) that entering into this Agreement does not violate any provision of any other Agreement to which said party is bound This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties [SIGNATURES ON FOLLOWING PAGE] 01203 0006/782341 3 20 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above wntten CITY: CITY OF RANCHO PALOS VERDES, a .1 corpora s David L Bradley, Mayor ATTEST: Teresa ceaka, City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP William W Wynde , City Attorney CONSULTANT: GILMAN CONSTRUCTION MEDIA LLC, a California li ited 1 bility c pany By Name Porozew u4' J Title µ4.I+Ac-k2 / S pp rr By Name Title Address 2'1(e3N n << IC-w�wL1 , cdgiwt 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 0006/782341 3 21 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document STATE OF CALIFORNIA AfA— • , COUNTY OF e' ..' LES Ony f ,2022 before me, t7"` 4' ,personally appeared ,proved to me on the base of satisfactory e :ence to be the person(s)whose ..i es(rf is/at subscribed to the within instrument and i y- owledged to me th. s e/they executed the same i M..er/their authorized capacity(ie),and that by hi er/their signature()on the instrument the person(,or the entity upon behalf of which the person0 acted, uted the instrument I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct _ ^ _ 2;.-73,..., AMOGt COMM #2348140 WITNESS my h d and official seal (7 :;:i.c_Ro,,I,‘010,TIARCE:Hpplu::_isii-cr C� I GR,4K02 'RIVESE COVNTYuSignature v 2 i 7 [v 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 OR TYPE OF DOCUMENT TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL NUMBER OF PAGES ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER DATE OF DOCUMENT SIGNER IS REPRESENTING (NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE 01203 0006/782341 3 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document STATE OF CALIFORNIA COUNTY OF LOS ANGELES On ,2022 before me, ,personally appeared ,proved to me on the basis of satisfactory evidence to be the person(s)whose names(s)is/are subscnbed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authonzed capacity(ies),and that by his/her/their signature(s)on the instrument the person(s),or the entity upon behalf of which the person(s)acted, executed the instrument I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct WITNESS my hand and official seal Signature OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ❑ INDIVIDUAL O CORPORATE OFFICER TITLE OR TYPE OF DOCUMENT TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL NUMBER OF PAGES ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) O GUARDIAN/CONSERVATOR ❑ OTHER DATE OF DOCUMENT SIGNER IS REPRESENTING (NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE 01203 0006/782341 3 EXHIBIT"A" SCOPE OF SERVICES I. Consultant will perform construction time-lapse video services during construction of Project No.8405-Ladera Linda Community Park,located at 32201 Forrestal Drive.The scope includes: A Consultant shall furnish and install 4k cameras at the locations determined by Consultant and shall remove the cameras at conclusion of the project B Provide Solar Panel and Battery Backup power system for the 4k cameras in the event any camera location does not have a reliable power source available C Provide remote access to Construction Camera Live Feed, On-Demand Time Lapse, and Historical Image Recall remotely D Provide professionally edited Time Lapse video at the completion of the project Consultant shall own all the underlying images and data 01203 0006/782341 3 A-1 EXHIBIT"B" SPECIAL REQUIREMENTS (Superseding Contract Boilerplate) Added text indicated m bold italics, deleted text indicated in stFikethfetigh I. Subsection (c) of Section 5.1, Insurance Coverages,is amended to read- (c) . . - _ . -- . . .. - • . . • - - - . . . - . . - . . - .. ... • . . . . , • • _• - - [Intentionally deleted] 01203 0006/782341 3 B-1 EXHIBIT "C" SCHEDULE OF COMPENSATION Consultant will be compensated as follows Ladera Linda Community Park Gilman Construction Media (4K, fixed) - Web Cam &Time Lapse Pricing with solar power (1) Camera $ 4,460 16 months service- includes cellular service, user portal access, time lapse $ 5,744 Mounting Pole inc1 d d by owner Installation included 110-volt power included (solar) Estimated Tax included Total r$ 10,204 01203 0006/782341 3 C-1 EXHIBIT"D" SCHEDULE OF PERFORMANCE The Services shall commence upon execution of the Agreement and continue until Final Completion of the Project construction All services shall be performed in a timely manner so as to capture construction activities for a Time Lapse Video Completion is estimated to occur in 15 months, but may take longer The Time Lapse Video shall be provided to the City within 30 days of completion of the project(see Exhibit"A", Scope of Services) 01203 0006/782341 3 D-1