CC SR 20220517 F - Amendment No 2 to Interwest Agreement for Permit Services
CITY COUNCIL MEETING DATE: 05/17/2022
AGENDA REPORT AGENDA HEADING: Consent Calendar
AGENDA TITLE:
Consideration and possible action to approve Amendment No. 2 to the professional
services agreement with Interwest Consulting Group, Inc.
RECOMMENDED COUNCIL ACTION:
(1) Approve Amendment No. 2 to the professional services agreement with Interwest
Consulting Group, Inc. modifying the scope of services to include on-call
encroachment permit and associated services in addition to on-going wireless
application processing services, extending the agreement through June 30, 2023,
and increasing the not-to-exceed contract amount by $246,000 from $160,000 to
$406,000; and
(2) Authorize the Mayor and City Clerk to execute the Amendment No. 2, in a form
approved by the City Attorney.
FISCAL IMPACT: There is no budget/cost impact to increasing the annual limit for this
professional services agreement. The funds associated with this Agreement for wireless
services will be reimbursed by permit fees paid by wireless applicants at the time of
submittal, with no impact to the City’s financial position. Other costs associated with the
use of this professional services agreement will be defined in individual task orders and
funded through the account number provided below or by the specific capital project or
operating budget, when needed.
Amount Budgeted: $317,000
Additional Appropriation: N/A
Account Number(s): 101-400-3110-5101
(General Fund – PW Administration Professional/Technical)
ORIGINATED BY: Ron Dragoo, Principal Engineer
REVIEWED BY: Ramzi Awwad, Director of Public Works
APPROVED BY: Ara Mihranian, AICP, City Manager
ATTACHED SUPPORTING DOCUMENTS:
A. Amendment No. 2 to the Professional Services Agreement with Interwest
Consulting Group, Inc. (page A-1)
B. Amendment No. 1 to the Professional Services Agreement with Interwest
Consulting Group, Inc. (page B-1)
1
CITYOF RANCHO PALOS VERDES
C. Professional Services Agreement with Interwest Consulting Group, Inc. (page
C-1)
BACKGROUND AND DISCUSSION:
As a department in a contract city, the Public Works Department relies on consultants to
augment City Staff and to perform various encroachment permit plan reviews and
associated engineering services for utility company applications and other work within the
City’s public right-of-way, as-needed.
Interwest currently reviews and processes wireless applications for the City on an on-call
basis through June 30, 2022 based on a professional services agreement approved on
June 2, 2020 (Attachment C) and amended on June 15, 2021, (Attachment B).
Increased volume of encroachment and wireless permit applications, combined with staff
vacancies in the Department, has created a need for further consultant assistance with
permit services. Accordingly, the City Council is being asked to authorize an increase in
the scope of services provided by Interwest beyond wireless applications to include all
permit services, extend the duration of the agreement an additional year to June 30, 2023,
and increase the not-to-exceed total amount of the agreement by $246,000 from
$160,000 to $406,000.
The use of this amended agreement is dependent upon the City Council first appropriatin g
a project or operating budget. This amended agreement is only a mechanism for Staff to
prosecute services once the City Council has approved funding.
This amended agreement is structured in a not-to-exceed format. If the need for services
decreases during the term of this amended agreement, the City is not obligated to request
any work nor expend any funds.
CONCLUSION:
Given the need for these services, Staff recommends the City Council approve
Amendment No. 2 to the professional services agreement with Interwest Consulting
Group, Inc.
ALTERNATIVES:
In addition to the Staff recommendation, the following alternative actions are available for
the City Council’s consideration:
1. Do not approve Amendment No. 2 to the professional services agreement with
Interwest Consulting Group, Inc., and provide additional direction to Staff.
2. Take other action, as deemed appropriate.
2
01203.0006/789356.4
AMENDMENT NO. 2
TO AGREEMENT FOR CONTRACTUAL SERVICES
This AMENDMENT NO. 2 to the June 2, 2020 “ON-CALL SERVICES AGREEMENT
BETWEEN CITY OF RANCHO PALOS VERDES & INTERWEST CONSULTING GROUP,
INC.,” by and between the CITY OF RANCHO PALOS VERDES, a general law city & municipal
corporation (“City”) and INTERWEST CONSULTING GROUP, INC., California corporation
(“Contractor”), is effective on May 17, 2022.
RECITALS
A. City and Contractor entered into an Agreement for Contractual Services dated June
2, 2020 terminating on June 2, 2021 (“Agreement”) whereby Contractor agreed to provide on-call
professional/technical support services to the City’s Public Works Department for various small
cell site projects on the public right of way (“Services”) for a term of 1 year and a maximum
Contract Sum of $58,000.
B. City and Contractor entered into Amendment No. 1 to the Agreement, dated June
15, 2021 to extend the term through June 30, 2022, and to increase the Contract Sum to $160,000.
C. Based on an increased demand for Services, by this Amendment No. 2 to the
Agreement, City and Contractor agree to modify the scope of services, extend the term of the
Agreement through June 30, 2023 and increase the Contract Sum by $246,000 to $406,000.
TERMS
1. Contract Changes. The Agreement, as amended, is further amended as provided
hereinafter. (Deleted text is indicated in strikethrough & added text in bold & italics.)
a. Section2.1, Contract Sum, is amended to read:
“Subject to any limitations set forth in this Agreement, City agrees
to pay Consultant amounts specified in the “Schedule of Compensation:
attached hereto as Exhibit “C” and incorporated herin by this reference. The
total compensation including reimbursement for actual expenses, shall not
exceed $406,000 (Four Hundred Six Thousand Dollars) ONE
HUNDRED SIXTY THOUSAND Dollars ($160,000) $58,000 (Fifty Eight
Thousand Dollars) (the “Contract Sum”) unless additional compensation is
approved pursuant to Section 1.9.”
b. Section 3.4, Term is hereby 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 June 30, 2023, June 30, 2022, except as
otherwise provided in the schedule of Performance (Exhibit “D”).”
c. Exhibit A, Section I, is amended as follows:
A-1
01203.0006/789356.4 -2-
“I. Consultant shall perform the following on-call engineering and
support services to City’s Public Works Department for various small cell
site projects on the public right-of-way and to provide on-call
encroachment permit and associated services (the “Services”), as follows
[…]
K Encroachment permit and associated services.”
d. Exhibit A, Section V, is amended as follows:
“V. Consultant will utilize the following personnel to accomplish the
services
A James G. Ross – Principal -in-Charge
B. Steven L. Wright Project Manager
C. Nicole Jules – Traffic Engineer
D. Joseph Mullaney, Engineering Associate I
E. Lea Reis, PE, Public Works Permit Manager
F. Other personnel as approved by City’s Contract Officer”
e. Exhibit C, (First Amended) Schedule of Compensation, Section I is replaced
with the following:
TASK (from Exhibit A) TIME (Rates in Exhibit C-1) SUB-BUDGET
A. Tasks A – J As requested by City $256,000
B. Task K As requested by City $150,000
TOTAL $406,000
f. The following is added to Exhibit C-1, Personnel Rates, (First Amended):
"Personnel rates for FY 2022-23
PERSONNEL RATES
Principal in Charge $230.00
Project Manager $185.00
Traffic Engineer $175.00
A-2
01203.0006/789356.4 -3-
Engineering Associate I $115.00
Permit Manager $165.00
** the majority of the services will be performed by the Engineering
Associate I and the Permit Manager. Higher classifications will be used
on an as-needed basis.”
2. Continuing Effect of Agreement. Except as amended by Amendment Nos. 1 and
2, all provisions of the Agreement shall remain unchanged and in full force and effect. From and
after the date of this Amendment No. 2, whenever the term “Agreement” appears in the Agreement,
it shall mean the Agreement, as amended by Amendments No. 1 through 2 to the Agreement.
3. Affirmation of Agreement; Warranty Re Absence of Defaults. City and
Contractor 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.
Contractor represents and warrants to City that, as of the date of this Amendment No. 2,
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 Contractor that, as of the date of this Amendment No. 2,
Contractor is not in default of any material term of the Agreement and that there have been no
events that, with the passing of time or the giving of notice, or both, would constitute a material
default under the Agreement.
4. Adequate Consideration. The parties hereto irrevocably stipulate and agree
that they have each received adequate and independent consideration for the performance of the
obligations they have undertaken pursuant to this Amendment No. 2.
5. Authority. The persons executing this Amendment No. 2 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. 2 on behalf of said party, (iii) by so executing this
Amendment No. 2, such party is formally bound to the provisions of this Amendment , and (iv)
the entering into this Amendment No. 2 does not violate any provision of any other agreement to
which said party is bound.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 2 on
the date and year first-above written.
[SIGNATURES ON FOLLOWING PAGE]
A-3
01203.0006/789356.4 -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
____________________________________
David Bradley, Mayor
ATTEST:
_________________________________
Teresa Takaoka, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
_________________________________
William W. Wynder, City Attorney
CONTRACTOR:
INTERWEST CONSULTING GROUP,
INC., a California corporation
By: ________________________________
Name: Tom Brackett
Title: CEO
By: ________________________________
Name: Avner Alkhas
Title: Interim CFO
Address: 316 Tejon Place
Palos Verdes Estates, CA 90274
Two corporate officer signatures required when Contractor 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. CONTRACTOR’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 CONTRACTOR’S BUSINESS ENTITY.
A-4
01203.0006/789356.4 5
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
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 subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true
and correct.
WITNESS my hand and official seal.
Signature: _____________________________________
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form.
CAPACITY CLAIMED BY SIGNER 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.
A-5
01203.0006/789356.4 6
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
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 subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true
and correct.
WITNESS my hand and official seal.
Signature: _____________________________________
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form.
CAPACITY CLAIMED BY SIGNER 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.
A-6
B-1
AMENDMENT NO. 1
TO AGREEMENT FOR CONTRACTUAL SERVICES
THIS AMENDMENT NO. 1 TO THE AGREEMENT FOR CONTRACTUAL
SERVICES (''Amendment") by and between the CITY OF RANCHO PALOS VERDES, a
general law city & municipal corporation ("City"), and INTERWEST CONSULTING GROUP,
INC., a California corporation ("Contractor") is effective as of the 15 th day of June, 2021.
RECITALS
A. City and Contractor entered into that ce1iain Agreement for contractual services
dated June 2, 2020, terminating on June 2, 2021 (the "Agreement"), whereby Contractor agreed to
provide on-call professional/technical services to include civil engineering design, survey and
mapping, construction management and project inspection services, as requested by City Staff (the
"Services") for one year, for a Contract Sum of $58,000.
C. City and Consultant now desire to amend the Agreement to extend the Tem1
through June 30, 2022, and to increase the annual not-to-exceed amount from $58,000 to $160,000.
TERMS
I. 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, Fee, is amended as follows:
"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
$160,000 (One Hundred Sixty Thousand) $58,000 (Fifty Eight Thousand Dollars)
(the ''Contract Sum"), unless additional compensation is approved pursuant to
Section 1.9."
(b) Section 3.4, Term of Agreement, is amended as follows:
''3.4 Term. Unless earlier terminated in accordance with A1iicle 7 of this
Agreement, this Agreement shall continue in full force and effect until completion
of the services but not exceeding June 30, 2022 one (I) ye--ar from the date hereof,
except as otherwise provided in the Schedule of Performance (Exhibit "D"). The
City may, in its discretion, extend the Te1111 by one additional one-year term."
B-2
( c) Exhibit A, Section V, is amended as follows:
"V. Consultant will utilize the following personnel to accomplish the Services
A. James G. Ross Principal-in-Charge
B. Steven L. Wright -Project Manager
C. Nicole Jules -Traffic Engineer
D. Grecia Bahena Associate Engineer D. Joseph Mullaney -Engineering
Associate I
( d) Exhibit "C", Schedule of Compensation, is hereby replaced in its entirety with
Exhibit "C", (First Amendment) Schedule of Compensation, attached hereto.
( e) Exhibit "C-1 ", Personnel Rates, is hereby replaced in its entirety with Exhibit
"C-1", (First Amendment) Personnel Rates, attached hereto.
2. Continuing Effect of Agreement. Except as amended by this Amendment, all
provisions of the Agreement shall remain unchanged and in full force and effect. From and after
the date of this Amendment, whenever the term "Agreement" appears in the Agreement, it shall
mean the Agreement, as amended by this Amendment to the Agreement.
3. Affirmation of Agreement; Warranty Re Absence of Defaults. City and
Contractor 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 cunently an effective, valid, and binding
obligation.
Contractor represents and wan-ants to City that, as of the date of this Amendment, City is
not in default of any material term of the Agreement and that there have been no events that, with
the passing of time or the giving of notice, or both, would constitute a material default under the
Agreement.
City represents and warrants to Contractor that, as of the date of this Amendment,
Contractor is not in default of any material term of the Agreement and that there have been no
events that, with the passing of time or the giving of notice, or both, would constitute a material
default under the Agreement.
4. Adequate Consideration. The paiiies hereto irrevocably stipulate and agree that
they have each received adequate and independent consideration for the perfonnance of the
obligations they have undertaken pursuant to this Amendment.
5. Authority. The persons executing this Agreement on behalf of the pmiies hereto
wanant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute
and deliver this Agreement on behalf of said party, ( iii) by so executing this Agreement, such party
is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement
does not violate any provision of any other Agreement to which said party is bound.
[SIGNATURES ON FOLLOWING PAGE]
01203.0001/308425. l -2-
B-301203 .000 I /308425. I -3-
B-4
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
and year first-above written.
ATTEST:
~-it_y_C_l_e-rk _____ _
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
William W. Wynder, City Attorney
CITY:
CITY OF RANCHO PALOS VERDES , a
municipal corporation
CONTRACTOR:
INTERWEST CONSULTING GROUP, :C,, a Cia~o~;
By:
Name: Tom Brackett
Title: CEO
4--~
Name: Avner A lkhas
Title: Interim CFO
Address: 316 Tejon Place
Palos Verdes Estates, CA 90274
Two corporate officer signatures required when Contractor is a corporation, with one signature required from
each of the following groups: J) Chairman of the Board, President or any Vice President; and 2) Secretary, any
Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONTRA~TOR'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 CONTRACTOR'S BUSINESS ENTITY.
01203.000J/308425.1 -4-
B-5
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On ____ , 2018 before me, _______ , personally appeared _______ , proved to me on the
basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies ), and that by
his/her/their signaturc(s) on the instrument the pcrson(s), or the entity upon behalf of which the pcrson(s) acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the Jaws 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
D INDIVIDUAL
0 CORPORATE OFFICER
TITLE(S)
PARTNER(S) D
D
ATTORNEY-IN-FACT
TRUSTEE(S)
LIMITED
GENERAL
D
D
D
D
D
GUARDIAN/CONSERVATOR
OTHER -------------
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
0!203.0006/637893.2 EQG
DESCRIPTION OF ATTACHED DOCUMENT
TITLE OR TYPE OF DOCUMENT
NUMBER OF PAGES
DATE OF DOCUMENT
SIGNER(S) OTHER THAN NAMED ABOVE
B-6
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On _____ , 2018 before me, ________ , personally appeared _______ , proved to me on the
basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.
l 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
0 INDIVIDUAL
0 CORPORA TE OFFICER
□
□ □ □ □
TITLE(S)
P ARTNER(S) 0
□ ATTORNEY-IN-FACT
LIMITED
GENERAL
TRUSTEE(S)
GUARDJAN/CONSERVA TOR
OTHER --------------
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
0 I 203 .0006/63 7893 .2 EQG
DESCRIPTION OF ATTACHED DOCUMENT
TITLE OR TYPE OF DOCUMENT
NUMBER OF PAGES
DATE OF DOCUMENT
SIGNER(S) OTHER THAN NAMED ABOVE
B-7
EXHIBIT "C" (FIRST AMENDED)
SCHEDULE OF COMPENSATION
I. Consultant shall perform the following tasks at the following rates:
TASK (from Exhibit A) TIME (Rates in Exhibit C-1) SUB-BUDGET
----
A. Tasks A-D As requested by_ City $82,000
B. Tasks E & F As requested by City $30,000
C. Tasks G & H As requested by City $38,000
D. Tasks I & J As requested by City $10,000
TOTAL $160,000
II. A retention of ten percent (10%) shall be held from each payment as a contract
retention to be paid as part of the final payment upon satisfactory completion of
services.
NOT APPLICABLE
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
Contract Sum is not exceeded per Section 2.1, unless Additional Services are
approved per Section 1.9.
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 perfonned, the number of hours
worked, and the hourly rate.
B. Line items for all materials and equipment properly charged to the Services.
C. Line items for all other approved reimbursable expenses claimed, with suppo1iing
documentation.
D. Line items for all approved subcontractor labor, suppJies, equipment, materials, and
travel properly charged to the Services.
V. The total compensation for the Services shall not exceed the Contract Sum as
provided in Section 2.1 of this Agreement.
VI. The Consultant's billing rates for all personnel are attached as Exhibit C-1.
01203.0006/637893.2 EQG
B-8
EXHIBIT "C-1" (FIRST AMENDED)
PERSONNEL RA TES
Principal in Charge ..................................... $230
Project Manager ......................................... $185
Traffic Engineer .......................................... $175
Engineering Associate I ................................. $115
**The majority of the Services (90-95%) will be perfonned by the Engineering Associate I.
Higher classifications will be used on an as-needed basis.
0 I 203 .0006/63 7893 .2 EQG
B-901203.0001/308425.1
CONTRACT SERVICES AGREEMENT
By and Between
CITY OF RANCHO PALOS VERDES
and
INTERWEST CONSULTING GROUP, INC.
01203,0006/637893.2 EQG 1 C-1
01203.0006/637893.2 EQG
AGREEMENT FOR CONTRACT SERVICES
BETWEEN THE CITY OF RANCHO PALOS VERDES AND
INTERWEST CONSULTING GROUP, INC.
THIS AGREEMENT FOR CONTRACT SERVICES (herein “Agreement”) is made and
entered into on June 2, 2020, by and between the CITY OF RANCHO PALOS VERDES, a
California municipal corporation (“City”) and INTERWEST CONSULTING GROUP, INC.,
a California 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:
ARTICLE 1. SERVICES OF CONSULTANT
1.1 Scope of Services.
In compliance with all terms and conditions of this Agreement, the Consultant shall
provide those services specified in the “Scope of Services” attached hereto as Exhibit “A” and
incorporated herein by this reference, which may be referred to herein as the “services” or
“work” hereunder. As a material inducement to the City entering into this Agreement,
Consultant represents and warrants that it has the qualifications, experience, and facilities
necessary to properly perform the services required under this Agreement in a thorough,
competent, and professional manner, and is experienced in performing the work and services
contemplated herein. Consultant shall at all times faithfully, competently and to the best of its
ability, experience and talent, perform all services described herein. Consultant covenants that it
shall follow the highest professional standards in performing the work and services required
hereunder and that all materials will be both of good quality as well as fit for the purpose
C-2
intended. For purposes of this Agreement, the phrase "highest professional standards" shall mean those standards of practice recognized by one or more first-class firms performing similar work under similar circumstances. 1.2 Consultant's Proposal. The Scope of Service shall include the Consultant's scope of work or bid which shall be incorporated herein by this reference as though fully set forth herein. fu 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, mies, 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 Califomia Labor Law. If the Scope of Services includes any "public work" or "maintenance work," as those terms are defined in California Labor Code section 1 720 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 beperformed under this Agreement is a "public work" as defined in Labor Code Section 1 720 and that this Agreement is therefore 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 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 extentrequired 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 Department of Industrial Relations (DIR) detern1ination 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 withand 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 01203.0006/637893.2 EQG 2 C-3
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 theprovisions of Labor Code Section 1776, which requires Consultant and each subconsultant to: keep accurate payroll records and verify such records in writing under penalty of pe1jury, 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 provisionsof 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. 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 subconsultants shall submit to the City a verified statement of the journeyman and apprentice hours performed under this Agreement. (t)Eight-Hour Work Day. Consultant acknowledges that eight (8) hours laborconstitutes 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 bythe 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 pe1fonnance 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, Prut 7, Chapter 1, Atticle 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 (1 ½) times the basic rate of pay. (h)Workers' Compensation. California Labor Code Sections 1860 and 3700provide 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." 01203.0006/637893.2 EQG 3 C-4
Consultant's Au1horiz.ed lnitia �
(i)Consultant's Responsibility for Subcontractors. For every subcontractor
who will perform work W1der 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 ce11ified 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.
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
hereW1der.
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 W1derstands the facilities, difficulties and
restrictions attending performance of the services W1der 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.
1.7 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. 01203.0006/637893.2 EQG 4
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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 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 setvice of the other.
1.9 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
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.
1.10 Special Reguil"ements.
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 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 $58,000 (Fifty Eight Thousand Dollars) (the "Contract
Sum"), unless additional compensation is approved pursuant to Section 1.9.
01203.0006/637893.2 EQG 5
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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 4.4, 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 contain all information specified in Exhibit "C", and shall detail charges for all necessru:y and actual expenses by the following categories: labor (by sub-category), travel, materials, equipment, supplies, and subcontractor contracts. Sub-contractor charges shall also be detailed by such categories. Consultant shall not invoice City for any duplicate services perf01med 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 ru·e 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. Ol 203.0006/637893.2 EQG 6
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ARTICLE 3. PERFORMANCE SCHEDULE
3.1 Time of Essence.
Time is of the essence in the performance of this Agreement.
3.2 Schedule of Performance.
Consultant shall commence the services pursuant to this Agreement upon receipt of a
written notice to proceed and shall perform all services within the time period(s) established in
the "Schedule of Performance" attached hereto as Exhibit ''D" and incorporated herein by this
reference. When requested by the Consultant, extensions to the time period(s) specified in the
Schedule of Performance may be approved in writing by the Contract Officer but not exceeding
one hundred eighty (180) days cumulatively.
3.3 Force Maieu.-e.
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 te1minated 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)
year from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit
"D"). The City may, in its discretion, extend the Term by one additional one-year terms.
ARTICLE 4. COORDINATION OF WORK
4.1 Representatives and Personnel of Consultant.
The following principals of Consultant (''Principals") are hereby designated as being the
principals and representatives of Consultant authorized to act in its behalf with respect to the
work specified herein and make all decisions in connection therewith:
01203,0006/637893.2 EQG 7
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James G. Ross Principal-In-Charge
(Name) (Title)
Nicole Jules Director of Traffic Engineering Services
(Name) (Title) It is expressly understood that the experience, lmowledge, 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 Ron Dragoo, City Engineer, or such person as may be
designated by the Director of Public Works. 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.
01203 .0006/637893.2 EQG 8 C-9
4.4 Independent Consultant. Neither the City nor any of its employees shall have any control over the manner, mode or means by which Consultant, its agents or employees, perform the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of Consultant's employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Consultant shall perfmm 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 Subcontl"acting or Assignment. The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Consultant shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Consultant, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the Consultant or any surety of Consultant of any liability hereunder without the express consent of City. ARTICLE 5. INSURANCE AND INDEMNIFICATION
5.1 Insurance Cove.-ages. 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 insurance of the type and amounts described below and in a form satisfactory to City. (a)General liability insurance. Consultant shall maintain commercial generalliability 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 restricting standard ISO "insured contract" language will not be accepted. (b)Automobile liability insurance. Consultant shall maintain automobileinsurance at least as broad as Insurance Services Office fom1 CA 00 01 covering bodily injury 01203.0006/637893.2 EQG 9 C-10
and property damage for all activities of the Consultant arising out of or in 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
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)Workers' compensation insurance. Consultant shall maintain 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
in the Special Requirements in Exhibit "B".
5.2 General Insunnce 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 right 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 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.
01203.0006/637893.2 EQG
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( 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 cun-ently authorized by the Insurance Commissioner to transact business of insurance
or that 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 othe1wise 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 subconsultants.
(g)Enforcement of contract prov1S1ons (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)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 nomenewal of coverage for each
required coverage.
G)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.
01203.0006/637893.2 EQG 11
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(k)Prohibition of undisclosed coverage limitations. None of the coveragesrequired 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 forall 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 san1e 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)Agency's right to revise specifications. The City rese1ves the right at anytime 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 toand 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 timelynotice 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 itsown 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 prope1ty, 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 0l 203.0006/637893.2 EQG 12 C-13
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 anyof 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, itsofficers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent petformance of or failure to petfonn 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 toany action or proceeding filed or prosecuted against Consultant for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys' fees. Consultant shall incorporate similar indemnity agreements with its subcontractors and if it fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and failure of City to monitor compliance with these provisions shall not be a waiver hereof. This indemnification includes claims or liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Consultant in the performance of professional services hereunder. The provisions of this Section do not apply to claims or liabilities occurring as a result of City's sole negligence or willful acts or omissions, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City's negligence, except that design professionals' indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness or willful misconduct of the design professional. The indemnity obligation shall be binding on successors and assigns of Consultant and shall survive termination of this Agreement. 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 petformed 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 01203.0006/637893.2 EQG 13 C-14
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 suchrecords in the event any audit is required. fu the event of dissolution of Consultant's business,custody of the books and records may be given to City, and access shall be provided byConsultant's successor in interest. Notwithstanding the above, the Consultant shall fullycooperate with the City in providing access to the books and records if a public records request ismade and disclosure is required by law including but not limited to the California Public RecordsAct.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 pe1f ormed 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 se1vices contemplated herein or, if Consultant is providing design se1vices, 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 se1vices, 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 wiitten 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 inperformance 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 0l 203.0006/637893.2 EQG 14
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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 suppmt, 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 ofConsultant, provides any information or work product in violation of this Agreement, then City shall have the tight 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 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. ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION
7.1 California Law. This Agreement shall be interpreted, construed and governed both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in the County of Los Angeles, State of California. 7.2 Disputes; Default. In the event that Consultant is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default. fastead, 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 Ol 203.0006/637893.2 EQG 15 C-16
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 pe1fo1ming or failing to perfmm 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 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, conect 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 01203.0006/637893.2 EQG 16 C-17
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 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 $50.00 (Fifty Dollars) as liquidated damages for each working day of delay in the performance of any service required hereunder. The City may withhold from any monies payable on account of services pe1formed by the Contractor any accrued liquidated damages. 7.8 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 fourteen (14) days' written notice to Consultant, except that where termination is due to the fault of the Consultant, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, the Consultant reserves the right to terminate this Contract at any time, with or without cause, upon sixty (60) days' written notice to City, except that where termination is due to the fault of the City, the period of notice may be such shorter time as the Consultant may determine. Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where the Consultant has initiated termination, the Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7 .3. In the event the Consultant has initiated termination, the Consultant shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder. In the event of termination without cause pursuant to this Section, the terminating party need not provide the non-terminating party with the opportunity to cure pursuant to Section 7.2. 7.9 Termination for Default of Consultant. If te1mination 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 eff01ts 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. 7.10 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 0l 203.0006/637893.2 EQG 17 C-18
action or proceeding, in addition to any other relief which may be granted, whether legal or
equitable, shall be entitled to reasonable attorney's fees. Attorney's fees shall include attorney's
fees on any appeal, and in addition a party entitled to attorney's fees shall be entitled to all other
reasonable costs for investigating such action, taking depositions and discovery and all other
necessary costs the court allows which are incurred in such litigation. All such fees shall be
deemed to have accrued on commencement of such action and shall be enforceable whether or
not such action is prosecuted to judgment.
ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
8.1 Non-liabiJity of City Officers and Emplove.es.
No officer or employee of the City shall be personally liable to the Consultant, or any
successor in interest, in the event of any default or breach by the City or for any amount which
may become due to the Consultant or to its successor, or for breach of any obligation of the
terms of this Agreement.
8.2 Conflict of Interest.
Consultant covenants that neither it, nor any officer or principal of its firm, has or shall
acquire any interest, directly or indirectly, which would conflict in any manner with the interests
of City or which would in any way hinder Consultant's performance of services under this
Agreement. Consultant further covenants that in the performance of this Agreement, no person
having any such interest shall be employed by it as an officer, employee, agent or subcontractor
without the express written consent of the Contract Officer. Consultant agrees to at all times
avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City
in the performance of this Agreement.
No officer or employee of the City shall have any financial interest, direct or indirect, in
this Agreement nor shall any such officer or employee participate in any decision relating to the
Agreement which affects her/his financial interest or the financial interest of any corporation,
partnership or association in which ( s )he is, directly or indirectly, interested, in violation of any
State statute or regulation. The Consultant warrants that it has not paid or given and will not pay
or give any third party any money or other consideration for obtaining this Agreement.
8.3 Covenant Against Discrimination.
Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons
claiming under or through them, that there shall be no discrimination against or segregation of,
any person or group of persons on account of race, color, creed, religion, sex, gender, sexual
orientation, marital status, national origin, ancestry or other protected class in the pe1f ormance 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. 01203.0006/637893.2 EQG 18
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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 perfo1mance of work and/or services covered by this Agreement, and should any liability or sanctions be imposed against City for such use of unauthorized aliens, Consultant hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorneys' fees, incurred by City. ARTICLE 9. MISCELLANEOUS PROVISIONS
9.1 Notices. Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer (with her/his name and City title), City of Rancho Palos Verdes, 30940 Hawthorne Blvd., Rancho Palos Verdes, California 90275 and in the case of the Consultant, to the person(s) at the address designated on the execution page of this Agreement. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section. 9.2 Intemretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. 9.3 Conn terpa rts. 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 Severabilitv. 0l 203.0006/637893.2 EQG 19 C-20
In the event that any one or more of the phrases, sentences, clauses, paragraphs, orsections contained in this Agreement shall be declared invalid or unenforceable by a validjudgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shallnot affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of thisAgreement which are hereby declared as severable and shall be interpreted to carry out the intentof the parties hereunder unless the invalid provision is so material that its invalidity depriveseither party of the basic benefit of their bargain or renders this Agreement meaningless.9.6 Warranty & Rep.-esentation of Non-Collusion.No official, officer, or employee of City has any financial interest, direct or indirect, inthis Agreement, nor shall any official, officer, or employee of City participate in any decisionrelating to this Agreement which may affect his/her financial interest or the financial interest ofany corporation, partnership, or association in which (s)he is directly or indirectly interested, orin violation of any corporation, partnership, or association in which ( s )he is directly or indirectlyinterested, 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. Consultantwarrants and represents tl1at it has not paid or given, and will not pay or give, to any third partyincluding, 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 Cityofficial, officer, or employee, as a result of consequence of obtaining or being awarded anyagreement. Consultant is aware of and understands that any such act(s), omission(s) or otherconduct resulting in such payment of money, consideration, or other thing of value will renderthis Agreement void and of no force or effect. ,/JConsultant's Authorized Initi�9.7 Co.rporate Autho1ity. The persons executing this Agreement on behalf of the parties hereto warrant that (i) suchparty is duly organized and existing, (ii) they are duly authorized to execute and deliver thisAgreement on behalf of said party, (iii) by so executing this Agreement, such party is formallybound to the provisions of this Agreement, and (iv) that entering into this Agreement does notviolate any provision of any other Agreement to which said party is bound. This Agreement shallbe binding upon the heirs, executors, administrators, successors and assigns of the parties.[SIGNATURES ON FOLLOWING PAGE]
01203.0006/637893.2 EQG 20 C-21
IN WITNESS WHEREOF, the parties hereto have executed this Agreement onthe date and year first-above written. ATTEST: Emily Colborn, City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP William W. Wynder, City Attorney CITY: CITY OF RANCHO PALOS VERDES, a municipal corporation John Cruikshank, Mayor CONSULTANT:
Interwest Consulting Group, Inc., a California
Corporation
!��a?Title:�·� By: �� _, Name�o.. �;'\ Title: � Address: 316 Tejon Place Palos Verdes Estates, CA 90274 Two corporate officer signatures required when Consultant is a corporation, with one signature required
from each of the following g1·oups: 1) Chairman of the Board, President or any Vice President; and 2)
Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Tl·easm·er. 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.
01203.0006/637893.2 EQG 21 C-22
C-23
State of Colorado
County of Boulder
ACKNOWLEDGEMENT
)
) ss.
)
On al4Lj 22., 202-0 before me, lrl'c1 ·~::r J..Jw..(c:s Notary Publi.c,
personally appeared Teen~ J. 'J<0Jr1 Bu c , who proved to
me on the basis of satisfactory evidence to be the person(s) whose name(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 PENAL TY OF PERJURY under the laws of the State of Colorado that the
foregoing paragraph is true and correct.
Tricia J. Hayes
WITNESS my hand and official seal.
~: NOTARY PUBLIC
STATE OF COLORADO
My commission expires : ~//(1/2o.L3 ~;
NOTARY ID 20034019453
MY COMMISSION EXPIRES June 19, 2023
Signature of Notary PQ_k~ L<:)
C-24
State of Colorado
County of Boulder
ACKNOWLEDGEMENT
)
) ss.
)
On Cfhc....:) 22 • z..o 2.0 before me , G-,-<J 4-~ Hwp_tJ otary Public,
personally appeared <"'\'):(..be a.. :Ibo,: <·an , who proved to
me on the basis of satisfactory evidence to be the person(s) whose name(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 PENAL TY OF PERJURY under the laws of the State of Colorado that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
My commission expires: 6,//f/ 2023 r I
Signature of Notary P9k~ ~.<%)
Tricia J. Hayes
NOTARY PUBLIC
STATE OF COLORADO
NOTARY ID 20034019453
MY COMMISSION EXPIRES June 19, 2023
EXHIBIT "A"
SCOPE OF SERVICES
I.Consultant shall perform the following on-call engineering and support services to
City's Public Works Department for various small cell site projects on the public
right-of-way (the "Services"), as follows:A.Receive and route improvement and traffic controls associated with new andexisting cell sites.B.Communicate with cell site applicants and/or contractors to ensure Cityregulations are being adhered to during construction.C.Prepare and dispatch written correction memoranda for cell site application(s)submittals.D.Prepare and issue necessary permits for cell site maintenance and installations inthe public right of way.E.Attend and participate in weekly phone conference calls with cell site applicants.F.Establish, organize, and maintain applicant files for new pern1it applications.G.Research and respond to, in coordination with the City Attorney's office,California Public Records Act requests related to cell sites and cell siteapplications.H.Timely issue public hearing and meeting notices to the local publications and thepublic regarding cell site activities.I.Monitor and update "shot-clock" requirements pursuant to Section 6409(a) of theMiddle Class Tax Relief and Job Creation Act of 2012, 47 U.S.C. 1455,associated with new cell site installations.J.Conduct field review and verification of cell site installations.01203.0006/637893.2 EQG A-1 C-25
II.As part of the Services, Consultant will prepare and deliver the following tangible
work products to the City:A.Prepare and update weekly written reports of existing and all pendingapplication(s) for Wireless Telecommunication Facilities in the City and theircurrent status.III.In addition to the requirements of Section 6.2, during performance of the Services,
Consultant will keep the City appraised of the status of performance by delivering
the following status reports:A Consultant will provide a weekly report regarding the status of each application. IV.All work product is subject to review and acceptance by the City, and must be
revised by the Consultant without additional charge to the City until found
satisfactory and accepted by City.
V.Consultant will utilize the following personnel to accomplish the Services:A James G. Ross -Principal-in-Charge B.Steven L. Wright -Project ManagerC.Nicole Jules -Traffic EngineerD.Grecia Bahena -Associate Engineer01203,0006/637893.2 EQG A-2 C-26
EXHIBIT "B"
SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
I.Section 7.7, Liquidated Damages, is deleted in its entirety.
Ol 203.0006/637893.2 EQG B-1
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I.
A.
B. C. D.
II.
EXHIBIT "C"
SCHEDULE OF COMPENSATION
Consultant shall perform the following tasks at the following rates:
TASK (from Exhibit TIME (Rates in Exhibit C-1) SUB-BUDGET
A) Tasks A-D As requested by City $30,000 Tasks E & F As reauested bv Citv $10,000 TasksG&H As requested by City $13,000 Tasks I & J As requested by City $5,000
TOTAL $58.000
A retention of ten percent (10%) shall be held from each payment as a contract
retention to be paid as part of the final payment upon satisfactory completion of
services. NOT APPLICABLE 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
Contract Sum is not exceeded per Section 2.1, unless Additional Services are
approved per Section 1.9.
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 hoursworked, and the hourly rate.B.Line items for all materials and equipment properly charged to the Services.C.Line items for all other approved reimbursable expenses claimed, with supportingdocumentation.D.Line items for all approved subcontractor labor, supplies, equipment, materials,and travel properly charged to the Services.V.The total compensation for the Services shall not exceed the Contract Sum as
provided in Section 2.1 of this Agreement.
01203.0006/637893.2 EQG C-1
C-28
VI.The Consultant's billing rates for all personnel are attached as Exhibit C-1.01203.0006/637893.2 EQG C-2
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EXHIBIT "C-1"
PERSONNEL RATES
Principal in Charge ..................................... $175
Project Manager ......................................... $160
Traffic Engineer .......................................... $160
Engineering Associate I ................................. $105
**The majority of the Services (90-95%) will be performed by the Engineering Associate I.
Higher classifications will be used on an as-needed basis.
01203.0006/637893.2 EQG C-3 C-30
EXHIBIT "D"
SCHEDULE OF PERFORMANCE
I.Consultant shall perform all Services timely in accordance with the schedule to be
developed by Consultant as small cell applications are submitted to the City,
consistent with II, below, 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.
A.Weekly Reports -Current Status of all Wireless Telecommunicatio n Facilities applications
and related permits.
III.The Contract Officer may approve extensions for performance of the services in
accordance with Section 3.2.
OJ 203.0006/637893.2 EQG D-1
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