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CC SR 20220621 O - FY2022-23 Annual Agreements and $25K PO's CITY COUNCIL MEETING DATE: 06/21/2022 AGENDA REPORT AGENDA HEADING: Consent Calendar AGENDA TITLE: Consideration and possible action to approve ongoing professional service agreements, amendments, and blanket purchase orders for Fiscal Year 2022-23 that exceed $25,000. RECOMMENDED COUNCIL ACTION: (1) Approve the renewal of ongoing professional service agreements; (2) Approve blanket purchase orders for FY 2022-23 that exceed $25,000 for various City Departments; (3) Authorize the Mayor to execute the following 13 amendments to existing professional services agreements approved to form by the City Attorney; and (4) Authorize the Mayor to execute the following four new Professional Services Agreements approved to form by the City Attorney. FISCAL IMPACT: $5,840,752 included in the FY 2022-23 budget from various accounts. Amount Budgeted: N/A Additional Appropriation: N/A Account Number(s): N/A ORIGINATED BY: Vina Ramos, Deputy Director of Finance Jason Loya, Senior Administrative Analyst REVIEWED BY: Trang Nguyen, Director of Finance APPROVED BY: Ara Mihranian, AICP, City Manager ______________________________________________________________________ ATTACHED SUPPORTING DOCUMENTS: A. Summary of Maintenance & Operations Vendors and Funding Sources Over $25,000/Fiscal Year (page A-1) B. Item #3: Amendment No. 2 for Professional Services Agreement with Blais & Associates (page B-1) C. Item #25: Amendment No. 2 for Professional Services Agreement with All City Management Services, Inc. (page C-1) D. Item #28: Amendment No. 2 for Professional Services Agreement with Econolite Systems, Inc. (page D-1) 1 E. Item #29: Amendment No. 3 for Professional Services Agreement with EDCO Disposal (page E-1) F. Item #30: Amendment No. 3 for Professional Services Agreement with Fire Grazers, Inc. (page F-1) G. Item #31: Amendment No. 1 for Professional Services Agreement with John L. Hunter & Associates, Inc. (page G-1) H. Item #32: Amendment No. 5 for Professional Services Agreement with Michael Baker International, Inc. (page H-1) I. Item #35: Amendments No. 1, 2, and 5 for Professional Services Agreement with Sunbeam Solar Technologies, Inc. (page I-1) J. Item #37: Amendment No. 1 for Professional Services Agreement with West Coast Arborists (page J-1) K. Item #38: Amendment No. 3 for Professional Services Agreement with Willdan Group (page K-1) L. Item #39: Amendment No. 2 for Professional Services Agreement with Yunex LLC (page L-1) M. Item #13: Professional Service Agreement with Choice Mediation (page M- 1) N. Item #14: Professional Service Agreement with Cotton, Shires and Associates (page N-1) O. Item #20: Professional Service Agreement with LSA & Associates (page O- 1) P. Item #21: Professional Service Agreement with Michael Baker International, Inc. (page P-1) BACKGROUND: The contents of this staff report represent the anticipated/planned professional service agreements, maintenance agreements, other non-personnel services, and purchase of supplies and small equipment of at least $25,000 or more in FY 2022-23. This process was implemented in FY 2017-18 to consolidate most ongoing annual agreements and purchase orders of $25,000 or more in one staff report. In past fiscal years, these items would be recommended for City Council approval on an individual basis. A consolidated report also improves transparency and oversight by creating a reference document for most of the ongoing annual services and planned purchases above the $25,000 threshold. New service or construction agreements related to capital improvement projects are taken to the City Council separately. It should also be noted that the amounts and account numbers reported for each vendor are budget estimates and , therefore, may change during the year based on the City’s needs. Additionally, the not-to-exceed amounts may end the year lower than estimated based on actual work completed throughout the year and as departments continue to work with the vendors for the best rates. In addition to the list of agreements, the report provides a summary of the total estimated amount, account information, and funding sources for each vendor (Attachment A). The 2 estimated costs are included in the FY 2022-23 Budget, which is a separate public hearing item this evening. While the appropriations would be available once the FY 2022-23 Budget is adopted, Ordinance No. 618 (Purchasing) codified in Rancho Palos Verdes Municipal Code (RPVMC) Chapter 2.14 – Approval and Execution of Contracts, states that all new or amended agreements over $25,000 require City Council approval and execution by the Mayor. Additionally, RPVMC § 2.44.050(C) requires the City Council’s approval for services, purchases of supplies, or small equipment of over $25,000 per vendor. Furthermore, in accordance with Ordinance No. 618 (Purchasing), for any agreements or purchases that are not authorized to go over the not-to-exceed amount in this staff report, the corresponding department would request the City Council’s approval to amend the agreement and for additional appropriation, if needed. Additionally, the City Council is being asked to authorize the Mayor to sign either new professional services agreements or amendments to existing professional services agreements as described herein. DISCUSSION: Below is the Citywide list by department that includes vendor information, purchasing summary, scope of services, agreement dates, and the budgeted not-to-exceed amount. The information provided corresponds to the attached Maintenance & Operations Vendors Over $25,000 for FY 2022-23 summary (Attachment A) CITY ADMINISTRATION #1 – Aleshire & Wynder, LLP The City entered into a service agreement with Aleshire & Wynder, LLP for legal services on September 2, 2015 and an amendment was approved on November 1, 2021. The estimated annual cost for FY 2022-23 is $940,000. Account number: 101-400-1210-5107 ($570,000 General Fund – Legal Services) 101-400-1210-5108 ($10,000 General Fund – Labor Services) 101-400-1210-5109 ($200,000 General Fund – Litigation Services) 101-400-1210-5110 ($60,000 General Fund – Code Enforcement Services) 101-400-1210-5119 ($100,000 General Fund – PRA) #2 – Azteca Systems, LLC The City entered into a licensing agreement with Azteca in July of 2021 for Cityworks. Cityworks is the program utilized by Public Works to maintain work orders submitted by other departments and for asset and maintenance management. The estimated annual licensing agreement in FY 2022-23 is not to exceed $45,000. 3 Account number: 101-400-1470-5201 ($45,000 General Fund – Information Technology) #3 – Blais & Associates On March 4, 2020, the City entered a one-year and four-month professional services agreement with Blais & Associates for grant management services ending on June 30, 2021 in an amount not to exceed $74,425. The contract was longer than the typical length of one year to realign with the fiscal year since Staff had to issue a request for proposals (RFP) after the previous contract expired in June 2019. On June 15, 2021, the City Council authorized the first of two one-year extension options for the agreement. Tonight, the City Council is being asked to consider approving Amendment No. 2 (Attachment B) to the agreement, exercising the second one-year extension option for an amount not to exceed $50,000. The total contract amount is not to exceed $174,425 over a three-year and four-month period. The estimated annual cost for FY 2022-23 is not to exceed $50,000. Account number: 101-400-2999-5101 ($50,000 General Fund – Non-Departmental - Professional/Technical Services) #4 – Canon Solutions America The City entered into a five-year lease and service agreement with Canon Solutions America from May 2022 through May 2027 to lease eight new multi-function printers and a plotter. This agreement includes the lease cost, consumables, maintenance, and service throughout the life of the contract. The estimated usage fees and services in FY 2022-23 are not to exceed $30,000. Account number: 101-400-1470-5201 ($30,000 General Fund – Information Technology) #5 – DELL Marketing L.P. In December 2020, the City procured its Microsoft Enterprise Agreement for all the Microsoft licensing through DELL Marketing L.P. The FY 2022-23 payment (estimated at $75,000) is number 3 out of 3. DELL is also a preferred vendor for servers, laptops, and desktops when an addition or a replacement is needed. The estimated annual purchase in FY 2022-23 is not to exceed $95,000. Account number(s): 101-400-1470-5201 ($75,000 - General Fund – Information Technology) 101-400-1470-4310 ($20,000 General Fund – Information Technology) 4 #6 – Jeff Koven In September 2019, the City entered into a three-year agreement with Jeff Koven to provide services for RPVtv including filming City Council and Planning Commission meetings, filming City events, filming segments for RPVtv shows, and some programming and editing services as requested. Staff will renew the contract terms in September 2022. The estimated services in FY 2022-23 are not to exceed $45,000. Account number: 101-400-1440-5101 ($45,000 General Fund – RPVtv) #7 – Maria Serrao In September 2019, the City entered into a three-year agreement with Maria Serrao to provide services for RPVtv. Maria Serrao has consistently provided services to the City for a number of years, namely on-air reporting and interviewing, producing, and editing for RPVtv shows. Staff will renew the contract terms in September 2022. The estimated services in FY 2022-23 are not to exceed $50,000. Account number: 101-400-1440-5101 ($50,000 General Fund – RPVtv) #8 – Media News Group a,k.a. Daily Breeze The City uses the Daily Breeze to advertise for various activities within the City such as requests for proposals, requests for qualifications, the advertisement for bids on capital projects, recycling events, the advertisement for elections, recruitments, and Notices of Public Hearing, etc. The estimated Citywide advertising amount in FY 2022-23 is not to exceed $49,000. Account number: 101-400-XXXX-5102 ($37,000 General Fund, various departments) 213-400-0000-5102 ($12,000 Waste Reduction Fund) #9 – Netrix, LLC The City entered into a four-year service agreement with Prosum, Inc. to provide information technology (IT) support services in July 2019. Prosum provides day -to-day IT support to City Staff, monitoring and maintenance services for the City’s IT infrastructure, and assists with other IT-related projects as needed. Netrix, LLC acquired Prosum’s managed IT services division as of December 2020. The estimated amount for technology services in FY 2022-23 is not to exceed $220,000. Account number: 101-400-1470-5101 ($220,000 General Fund – Information Technology) #10 – Ramundsen Superior Holdings, LLC The City entered into a five-year agreement with Ramundsen Superior Holdings, LLC for Trakit (permit/cashiering program) software licensing. 5 The estimated amount is not to exceed $55,000 for licensing costs plus additional services for Trakit in FY 2022-23. Account number: 101-400-1470-5201 ($55,000 General Fund – Information Technology) #11 – SHI International Corp. SHI International Corp. provides annual software licensing and services for Security -as- a-Service annual subscription from Arctic Wolf, hardware Warranty and Support, and other services as needed. Services also include the purchase of hardware and software other than computers, tablets, and laptops listed in the Equipment Replacement Schedule. The estimate below includes ARPA projects-related purchases already budgeted for the FY 2022-23. The estimated annual software licensing, services, and hardware purchased from SHI in FY 2022-23 are not to exceed $80,000. Account number(s): 101-400-1470-5201 ($34,000 General Fund – Information Technology) 101-400-1470-4310 ($20,000 General Fund – Information Technology) 101-400-1480-5201 ($6,000 General Fund – Information Technology) 333-400-8005-8001 ($20,000 ARPA – Professional/ Technical Services) #12 – Tyler Technologies, Inc. The City entered into a service agreement with Tyler Technologies , Inc. on June 6, 2016, to provide a software as a service (SAAS) solution to replace the City’s Financial Accounting system with Munis. Amendment No. 1 to the service agreement became effective July 1, 2021, and extended the term of the agreement for (5) years ending June 30, 2026. The total amended value of this portion of the term is in an amount not to exceed $305,920. The estimated annual software services in FY 2022-23 are not to exceed $62,000. Account number: 101-400-1470-5201 ($62,000 General Fund – Information Technology) COMMUNITY DEVELOPMENT #13 – Choice Mediation (Coleen Berg) Choice Mediation provides mediation consulting services, primarily associated with View Preservation and Restoration cases. The City entered into an agreement on July 1, 2021. Amendment No. 1 will expire June 30, 2022. Staff requests approval of a new two-year 6 service agreement (Attachment M) to continue services with an option for the City Manager to extend the agreement one additional year. The total contract sum is not to exceed $135,000. The estimated services in FY 2022-23 are not to exceed $45,000. Account number: 101-400-4150-5101 ($45,000 General Fund – Professional Services View Restoration) #14 – Cotton, Shires and Associates Cotton, Shires and Associates provide on-call geotechnical consulting services. Amendment No. 2 was approved, extending the service agreement through June 30, 2022. Staff requests approval of a new two-year agreement (Attachment N) extending services through June 30, 2024, with an option for the City Manager to extend the agreement one additional year. The total contract sum is not to exceed $540,000. The estimated services in FY 2022-23 are not to exceed $180,000. Account number: 101-400-4170-5101 ($180,000 General Fund - Geology) #15 – Coyote Wildlife & Pest Solutions Coyote Wildlife & Pest Solutions provides coyote control, abatement, trapping and removal-related services throughout the city. The City entered into a one-year agreement with Coyote Wildlife & Pest Solutions in September 2021. The estimated services in FY 2022-23 are not to exceed the contract sum of $60,000. Account number: 101-400-4140-5101 ($35,000 General Fund – Professional Services) #16 – E.S. A. - Environmental Sciences Associates E.S.A. provides consulting services for the City’s Housing Element Update process. The City entered into a one-year service agreement with E.S.A. on March 2, 2021. The total contract amount is $238,749.48. On April 25, 2022 a formal letter was sent to E.S.A. accepting an extension request to complete work as outlined in Exhibit D of the Professional Service Agreement through August 27, 2022. The estimated services in FY 2022-23 are not to exceed $238,750. Account number: 101-400-4120-5101 ($239,000 General Fund – Planning Professional Services) #17 – EcoTierra In September 2021, the City entered into a one-year agreement with EcoTierra to provide environmental consulting services for 6001 Palos Verdes Drive South, the Point View Property Project for the City. 7 The estimated services in FY 2022-23 are not to exceed the contract sum of $295,235. Account number: 780-220-4120-0229 ($295,235 Trust Deposit – Planning) #18 – Infinity Technologies Infinity Technologies provides Geographic Information System (GIS) support services. The City entered into an agreement with Infinity Technologies in November 2021. through June 30, 2022. On March 15, 2022, Amendment No. 1 was approved to extend the agreement through August 30, 2022. The estimated services in FY 2022-23 are not to exceed the contract sum of $42,050. Account number: 101-400-4110-5101 ($42,050 General Fund – Professional Services) #19 – Los Angeles County Animal Care and Control Los Angeles County Animal Care and Control provides animal control services throughout the City. The City entered into an agreement with Los Angeles County on July 15, 2019 through June 30, 2024. The estimated services in FY 2022-23 are $180,000. Account number: 101-400-4180-5101 ($180,000 General Fund – Animal Control) #20 – LSA Associates LSA Associates provides on-call biological review services on an as needed basis. The City entered into a one-year service agreement with LSA Associates on July 1, 2021, with an option authorizing the City Manager to extend services for one additional year. The City Council is being asked to approve a two-year agreement (Attachment O) effective July 1, 2022. The total contract sum is not to exceed $30,000. The estimated services in FY 2022-23 are not to exceed $15,000. Account number: 101-400-4120-5101 ($15,000 General Fund – Planning Professional Services) #21 – Michael Baker International, Inc. Michael Baker International provides on-call planning services. The City entered into a service agreement with Michael Baker International on August 20, 2020. Amendment No. 2 extended the agreement by one-year through June 30, 2022. Staff now requests the approval of a new two-year agreement to continue on-call services (Attachment P). The total contract sum is not to exceed $30,000. Michael Baker International is included in the section for Public Works and also referenced as item No. 32 in this report for other services provided to the City. 8 The estimated services in FY 2022-23 are not to exceed the $15,000 Account number: 101-400-4120-5101 ($15,000 General Fund – Planning Professional Services) #22 – Piasky Solutions Piasky Solutions provides planning and redevelopment services. The City entered into an agreement with Piasky Solutions on April 6, 2021 , through June 1, 2021. Amendment No. 1,2,3 & 4 extended the term through August 2022 to allow completion of the mixed - use development feasibility analysis and increased the agreement from $32,800 to $57,800. The estimated services in FY 2022-23 are not to exceed the contract sum of $57,800. Account number: 101-400-4120-5101 ($57,800 General Fund – Professional Services) #23 – Transtech Engineers, Inc. Transtech Engineers provides on-call Building and Safety services. The City entered into a three-year service agreement with Transtech Engineers, Inc. in May 2022, effective July 1, 2022 through June 30, 2025 with an option for the City Manager to approve an extension of the agreement for one additional year. The total contract sum is not to exceed $640,000. The estimated services in FY 2022-23 are not to exceed $160,000. Account number: 101-400-4130-5101 ($160,000 General Fund – Building Professional Services) NON-DEPARTMENT #24 - Office Depot Office Depot is one of the City’s main suppliers for office products and small equipment. The estimated need for office supplies citywide in FY 2022-23 is not to exceed $45,000 for supplies. Account number: 101-400-XXXX-4310 ($45,000 General Fund, various departments) PUBLIC WORKS DEPARTMENT #25 – All City Management Services, Inc. All City Management Services, Inc. provides crossing guard services for the regular school year and summer school. The costs are shared between the City, who pays approximately 43 percent; and the Palos Verdes Peninsula Unified School District 9 (PVPUSD) and the Peninsula Education Foundation who combined pay approximately 57 percent. On May 15, 2018, the City Council approved a three -year contract with All-City Management Services through July 30, 2021. The three -year total contract sum was $252,250. On August 17, 2021, City Council approved Amendment No. 1 for the 2020 -21 school year for a not-to-exceed amount of $95,000, increasing the total contract not-to- exceed sum to $347,250. Staff recommends approving Amendment No. 2 (Attachment C), extending the term through July 30, 2023, for a not-to-exceed amount of $125,000, bringing the total contract not-to-exceed sum to $457,250 over five years. The not -to-exceed amount includes the option of one additional crossing guard, if needed, at a location to -be-determined for an estimated cost of $15,000. Staff recommends this amendment so that the City uses the same vendor as the PVPUSD, which reduces logistical complexity. The estimated services for FY 2022-23 are not-to-exceed $125,000, inclusive of an optional additional crossing guard at a location to be determined if needed. Account number: 101-400-3120-5101 ($53,750 General Fund – Traffic Management) 101-400-3120-5118 ($71,250 Reimbursement – Traffic Management) #26 – Bay Alarm Company Bay Alarm provides security, fire monitoring, and response services for City facilities. Staff solicited security and fire monitoring services in 2019 and found Bay Alarm to be the lowest cost. Staff has since obtained these services on a month -to-month basis and plan to solicit services next fiscal year. Staff recommends approving a Purchase Order (PO) for FY 2022-23 not-to-exceed $37,000. Account number: 101-400-3140-5201 ($37,000 General Fund – Building Maintenance) #27 – Diamond Environmental Services, LP Diamond Environmental Services (formerly A-1 Coast Sanitation) provides mobile restrooms and sinks for parks, trails, open spaces, City facilities, and the Recreation and Parks Department special events. Staff obtained informal quotes for these services and found Diamond Environmental Services to be the lowest cost, and Staff has been satisfied with their services to date. Staff recommends approving a PO for FY 2022-23 in the amount not-to-exceed $36,000. Account number: 101-400-3150-5106 ($30,000, General Fund – Parks Maintenance) 101-400-5170-5106 ($6,000, General Fund – Special Events) 10 #28 – Econolite Systems, Inc. Econolite Systems, Inc. provides traffic signal, traffic light, and traffic beacon maintenance services. On October 22, 2018, City Council approved an amended and restated contract in the amount of $626,057 and a term ending on June 30, 2021, with two op tional one-year extensions. On July 1, 2021, City Council approved Amendment No. 1 , expanding the scope, exercising the first one-year option, and increasing the not-to-exceed amount by $127,462 for the total contract not-to-exceed sum to $753,519. Staff recommends approving Amendment No. 2 (Attachment D), exercising the second one-year optional extension, extending the term through June 30, 2023, with an annual not-to-exceed amount of $132,706 and a new total contract sum of $886,225. The estimated services for FY2022-23 are not-to-exceed $132,706. Account numbers: 211-400-0000-5201 ($90,000, 1911 Act Fund – Maintenance) #29 – EDCO Disposal (administrator of contract with SCA of CA, LLC (formerly CleanStreets) EDCO Disposal administers the contract with SCA of CA, LLC which provides street sweeping services. On June 21, 2016, City Council approved a four-year contract, with three one-year optional extensions for a total contract sum of $960,000. On March 17, 2020, the City Council approved Amendment No. 1, exercising the first option of extending the term by one year to June 30, 2021, for an additional $240,000 and a new total contract sum of $1,200,000. On June 15, 2021, the City Council approved Amendment No. 2 , exercising the second one-year option, extending the term to June 30, 2022, for an additional $250,000 and a new total contract sum of $1,450,000. Staff recommends approving Amendment No. 3 (Attachment E), exercising the third one- year option, extending the term to June 30, 2023, for a FY2022-23 not-to-exceed amount of $260,000, and a new total contract not -to-exceed sum of $1,710,000 over the seven - year term. The estimated services for FY2022-23 are not-to-exceed $260,000. Account numbers: 214-400-0000-5201 ($140,000 Air Quality- Maintenance) 338-400-3170-5201 ($60,000 Environmental Excise Tax Fund - Maintenance) 343-400-0000-5201 ($60,000 Measure W- Maintenance) 11 #30 – Fire Grazers, Inc. Fire Grazers provide fuel modification throughout the city by grazing. On September 17, 2019, City Council approved a three -year contract, with two one-year optional extensions for a total contract sum of $450,000. On February 4, 2020, the City Council approved Amendment No. 1 to add new grazing areas and increase the contract sum to $581,445. On May 4, 2021, City Council approved Amendment No. 2 to add more new grazing areas and increase the contract sum to $746,571. Staff recommends approving Amendment No. 3 (Attachment F), exercising the first one- year option, extending the contract term through September 17, 2023, for a FY 2022-23 amount of $295,917 and increasing the total contract sum to $1,042,488. The estimated services for FY2022-23 are not-to-exceed $295,917. Account number: 101-400-3230-5201 ($276,400 General Fund – Fuel Modification) #31 – John L. Hunter and Associates, Inc. John L. Hunter and Associates provides consulting services related to complying with stormwater quality regulations and laws. On December 21, 2021, the City Council approved a one-year contract for a not-to- exceed sum of $200,000 with the option to extend the contract for three additional years. The current contract term runs from January 1 to December 31, which is off -cycle for most other annual contracts, creating contract management inefficiency. Staff recommends approving Amendment No. 1 (Attachment G) exercising the contract’s first one-year option and extending the term six (6) additional months to June 30, 2023 (crossing two fiscal years) for an additional amount of $100,000 and a total contract sum of $300,000. The two remaining one-year options would also run from July to June of each fiscal year. The estimated services for FY 2022-23 are not-to-exceed $200,000. Account number: 343-400-3130-5101 ($200,000, Measure W – Stormwater Quality) #32 – Michael Baker International, Inc. Michael Baker International, Inc. provides Community Development Block Grant (CDBG) administration services for both regular CDBG grant funds and the new CDBG -CV (CARES Act – Coronavirus) grant funds. On October 16, 2018, City Council approved a one-year contract with four one-year extensions for a total contract sum of $65,672. On July 1, 2019, City Council approved Amendment No. 1, exercising the first one-year option, extending the contract term through June 30, 2020, and increasing the total contract sum to $100,672. On July 21, 12 2020, City Council approved Amendment No. 2 , exercising the second one-year option, extending the contract term through June 30, 2021, and increasing the total contract sum to $130,672. On October 6, 2020, City Council approved Amendment No. 3 , incorporating the CDBG-CV programs into the scope of services and increasing the total contract sum to $137,172. On June 15, 2021, City Council approved Amendment No. 4; exercising the third one-year option extending the contract term through June 30, 2022 and increasing the contract sum to $162,172. Staff recommends approving Amendment No. 5 (Attachment H), exercising the fourth one-year option, extending the contract term through June 30, 2023, and authorizing an additional $35,000 to continue services for both regular CDBG administration and CDBG - CV senior activities administration, for a total contract sum of $197,172. The estimated services for FY2022-23 are not-to-exceed $ 35,000 Account numbers: 310-400-XXXX-8001 ($30,000 CDBG Fund- Professional Services) 310-400-XXXX-8001 ($5,000 CDBG Fund - COVID Professional Services Senior Programming) #33 – Palos Verdes Peninsula Transit Authority The Palos Verdes Peninsula Transit Authority (PVP Transit), created by the cities of Rancho Palos Verdes, Palos Verdes Estates, and Rolling Hills Estates in April 2012, provides public transportation services for the Peninsula community, including the Dial - A-Ride service for eligible residents. The estimated services for FY 2022-23 are not-to-exceed $775,000. Account numbers: 216-400-0000-5120 ($775,000 Proposition A Fund- Transit Program) #34 – Statewide Safety Systems The City purchases regulatory roadway signs, street signs, park signs, and related hardware from Statewide Safety Systems. Products are used in the replacement, repair, and maintenance of roadway signs throughout the city. The estimated annual cost for these supplies is $42,000. Staff obtained informal quotes for these services and found Statewide Safety Systems to be the lowest cost, and Staff has been satisfied with their products to date. Therefore, Staff recommends approving a Purchase Order for FY2022-23 in the amount not-to- exceed $42,000. The total estimated services for FY2022-23 are not-to-exceed $42,000. Account number: 101-400-3150-4310 ($10,000 General Fund – Trails Operating Material and Supplies) 13 101-400-3151-4310 ($7,000 General Fund – Parks Operating Material and Supplies) 202-400-3180-4310 ($25,000 Gas Tax – Landscape Maintenance) #35 – Sunbeam Solar Technologies, Inc. (Flagging) Sunbeam provides traffic control flagging services by Miraleste Intermediate School during the regular school year and for summer school. On August 17, 2021, City Council approved a one -year contract for FY2021-22 for a not- to-exceed amount of $161,070 with an option for two one -year extensions for a total contract sum of $483,210. Staff recommends approving Amendment No. 1 (Attachment I), exercising the first one- year option, extending the term to June 30, 2023, for a FY 2022-23 not-to-exceed amount of $201,000 for a new total contract not-to-exceed sum of $523,140. The estimated services for FY2022-23 are not-to-exceed $201,000. This cost does not include any additional event-related flagging expenditures. Account number: 101-400-3120-5101 ($201,000 General Fund – Traffic Management) #35 – Sunbeam Solar Technologies, Inc. Sunbeam Consulting provides various engineering support services. Two contracts are outlined below: a) Pavement Striping and Marking Inspection Services Sunbeam provides inspection services for pavement marking to assure that contracted vendors install pavement markings in accordance with specifications. On June 7, 2016, City Council awarded a three -year contract for a not-to-exceed amount of $39,648. On June 8, 2019, City Council approved Amendment No. 1, extending the contract three years through June 30, 2022 and increasing the total contract sum to a not-to-exceed amount of $79,296, or $13,216 annually. Staff is satisfied with the work Sunbeam has done specific to this contract and Sunbeam is currently holding their rates at a time when most competitors are raising their rates. Staff recommends approving Amendment No. 2 (Attachment I), extending the contract for one additional year through June 30, 2023, and increasing its annual not-to-exceed amount to $25,000. This action would increase the total contract sum to $104,296. These estimated services for FY 2022-23 are not-to-exceed $25,000. Account number: 101-400-3120-5101 ($5,000 General Fund – Traffic Management) 14 b) On-Call Design, Construction Management, and Inspection Services Sunbeam provides miscellaneous design and engineering services in addition to inspection of permits and activities in the public right-of-way. On September 5, 2017, City Council awarded a three-year contract for a not-to exceed amount of $300,000. On August 6, 2019, City Council approved Amendment No. 1 extending the term to September 5, 2020 and increasing the not-to-exceed amount to $315,000. On July 1, 2020, City Council approved Amendment No. 2, extending the term to June 30, 2021, and increasing the total contract not -to-exceed sum to $430,000. On July 1, 2021 City Council approved Amendment No. 3, extending the contract by one year to June 30, 2022, and increasing the total contract sum by $80,000 to a not-to-exceed amount of $510,000. On March 1, 2022, City Council approved Amendment No. 4, increasing the FY2021-22 not-to-exceed amount to $130,000 and the total contract sum to $560,000. Staff is satisfied with the work Sunbeam has done specific to this contract and Sunbeam is currently holding their rates at a time when most competitors are raising their rates. Staff recommends approving Amendment No. 5 (Attachment I), extending the term of the contract for one year through June 30, 2023, for a FY 2022-23 not-to- exceed amount of $130,000 and increasing the total contract not-to-exceed sum to $690,000. Total estimated services for FY2022-23 are not-to-exceed $130,000. Account numbers: 101-400-3110-5101 ($80,000 General Fund – PW Administration) 202-400-3170-5101 ($20,000 Gas Tax Fund – Street Pavement Maintenance) #36 – Unisan Products, Inc. The City purchases custodial cleaning supplies and consumables from Unisan Products for use at facilities and parks. This vendor has fulfilled orders without interruption and delivered products in a timely manner, whereas others have had supply shortages . Based on informal quotes, this vendor’s prices are competitive with the market. Therefore, Staff recommends approving a PO for FY2022-23 in the amount not-to-exceed $30,000 for regular supplies and $25,000 for additional cleaning supplies at City facilities and parks due to extra cleaning related to COVID-19. The total estimated services for FY2022-23 are not-to-exceed $55,000. Account number: 101-400-3140-4310 ($30,000 General Fund – Building Maintenance) 101-400-9101-4310 ($25,000 General Fund – Emergency Operations Center) 15 #37 – West Coast Arborist, Inc. West Coast Arborists provides tree maintenance services for trees on City property and in the public right-of-way. Services include on-call and emergency tree trimming, tree removal, and tree replacement for routine maintenance as well as view restoration. On June 16, 2020, City Council approved a five-year contract with West Cost Arborist to provide tree maintenance services for a total contract not-to-exceed sum of $1,400,116 expiring June 30, 2025. Due to increasing service needs and agreement to maintain current rates, Staff recommends approving Amendment No. 1 (Attachment J) increasing the not-to-exceed amount for FY 2022-23 from $272,216 to $500,000, increasing the not-to exceed amount for FY2023-24 from $309,108 to $500,000 and increasing the not-to-exceed FY2024-25 from $276,774 to $500,000 for a new total not-to-exceed contract sum of $2,041,478. The estimated services for FY 2022-23 are not-to-exceed $500,000. Account numbers: 101-400-3180-5201 ($200,000, Street Landscape – Maintenance) 213-400-0000-5201 ($100,000, Waste Reduction – Maintenance) 221-400-0000-5201 ($200,000, Measure M – Maintenance) #38 – Willdan Group The Willdan Group provides on-call engineering services. On September 5, 2017, the City Council approved a three -year contract for a total not-to- exceed contract sum of $300,000. On July 31, 2018, the City Council approved Amendment No. 1 expanding the scope of the contract and increasing the total contract not-to-exceed sum to $765,000. On July 1, 2020, the City Council approved Amendment No. 2 extending the contract through June 30, 2022. The total contract sum remained at $765,000. Willdan is currently working on certain tasks that were assigned during the contract term, which they are best suited to complete. Therefore, Staff recommends extending the contract for one more year. The contract extension also includes on-call services on an as-needed basis for assignments related to work Willdan has previously p erformed. Additionally, Willdan has agreed to hold their current rates for the extension year. Staff recommends approving Amendment No. 3 (Attachment K) extending the contract through June 30, 2023, for a FY 2022-23 not-to-exceed amount of $60,000 and a total contract not-to-exceed sum of $825,000. The total estimated services for FY2022-23 are not-to-exceed $60,000. Account number: 101-400-3110-5101 ($60,000 General Fund – Professional Technical Services) 16 #39 – Yunex LLC (formerly Siemens Mobility, Inc.) Yunex LLC provides streetlight maintenance services for 1,762 streetlights recently acquired from Southern California Edison (SCE). The services inclu ding biannual night- time inspections, repairs to outages, streetlight knockdown repairs, and shield installations. On April 17, 2018, City Council approved a contract for maintenance of streetlights acquired from SCE for a period of three years after acq uisition with an optional one-year extension for a total not-to-exceed sum of $577,120. On April 20, 2021, City Council approved Amendment No. 1, correcting the term of the base contract by extending it to June 30, 2022, and increasing the total contract not-to-exceed amount to $826,700. Staff recommends approving Amendment No. 2 (Attachment L), exercising the one-year option, extending the term to June 30, 2023, and increasing the FY 2022-23 not-to- exceed amount to $65,000 for a total contract not-to-exceed amount of $891,700 over the total contract term including the acquisition of the streetlights. The estimated services for FY 2022-23 are not-to-exceed $65,000. Account number: 211-400-0000-5201 ($65,000 1911 Act Fund- Maintenance) ALTERNATIVES: In addition to the Staff recommendation, the following alternative action is available for the City Council’s consideration: 1. Do not approve extensions to certain agreements and direct Staff to issue requests for proposal for consideration by the City Council at a later date. 2. Identify concerns with contract amounts and provide Staff with direction. 3. Discuss and take other action related to this item. 17 CITY OF RANCHO PALOS VERDES Maintenance and Operations Vendors Over $25,000 for FY 2022-23 Reference # Vendor Name Category FY 2022-23 Budget 1 Aleshire & Wynder, LLP 940,000 101-400-1210-5107 Professional/Technical 570,000 101-400-1210-5108 Professional/Technical 10,000 101-400-1210-5109 Professional/Technical 200,000 101-400-1210-5110 Professional/Technical 60,000 101-400-1210-5119 Professional/Technical 100,000 2 Azteca Systems, LLC 45,000 101-400-1470-5201 Maintenance 45,000 3 Blais & Associates 50,000 101-400-2999-5101 Professional/Technical 50,000 4 Canon Solutions America 30,000 101-400-1470-5201 Maintenance 30,000 5 DELL Marketing L.P.95,000 101-400-1470-5201 Maintenance 75,000 101-400-1470-4310 Maintenance 20,000 6 Jeff Koven 45,000 101-400-1440-5101 Professional/Technical 45,000 7 Maria Serrao 50,000 101-400-1440-5101 Professional/Technical 50,000 8 Media News Group, Inc. (Daily Breeze)49,000 101-400-1310-5102 Advertising 2,500 101-400-2110-5102 Advertising 1,500 101-400-3110-5102 Advertising 2,000 101-400-4120-5102 Advertising 25,000 101-400-5110-5102 Advertising 5,000 101-400-5170-5102 Advertising 1,000 213-400-0000-5102 Advertising 12,000 9 Netrix, LLC 220,000 101-400-1470-5101 Professional/Technical 220,000 10 Ramundsen Superior Holdings, LLC 55,000 101-400-1470-5201 Maintenance 55,000 11 SHI International Corp.80,000 101-400-1470-5201 Maintenance 34,000 101-400-1470-4310 Maintenance 20,000 101-400-1480-5201 Maintenance 6,000 333-400-8005-8001 Professional/Technical 20,000 A-1 CITY OF RANCHO PALOS VERDES Maintenance and Operations Vendors Over $25,000 for FY 2022-23 Reference # Vendor Name Category FY 2022-23 Budget 12 Tyler Technologies, Inc.62,000 101-400-1470-5201 Maintenance 62,000 13 Choice Mediation (Coleen Berg)45,000 101-400-4150-5101 Professional/Technical 45,000 14 Cotton, Shires and Associates 180,000 101-400-4170-5101 Geology 180,000 15 Coyote Wildlife & Pest Solutions 35,000 101-400-4140-5101 Professional/Technical 35,000 16 E.S. A. -Environmental Sciences Associates 239,000 101-400-4120-5101 Professional/Technical 239,000 17 EcoTierra 295,235 780-220-4120-0229 Trust Deposit 295,235 18 Infinity Technologies 42,050 101-400-4110-5101 Professional/Technical 42,050 19 Los Angeles County Animal Care and Control 180,000 101-400-4180-5101 Animal Control 180,000 20 LSA Associates 15,000 101-400-4120-5101 Professional/Technical 15,000 21 Michael Baker International, Inc.15,000 101-400-4120-5101 Professional/Technical 15,000 22 Piasky Solutions 57,800 101-400-4120-5101 Professional/Technical 57,800 23 Transtech Engineers, Inc 160,000 101-400-4130-5101 Professional/Technical 160,000 24 ODP Business Solutions, LLC (formerly Office Depot)45,000 101-400-XXXX-4310 Supplies 45,000 25 All City Management Services, Inc.53,750 101-400-3120-5101 Professional/Technical 53,750 26 Bay Alarm Company 37,000 101-400-3140-5201 Maintenance 37,000 27 Diamond Environmental Services, LP 36,000 101-400-3150-5106 Maintenance 30,000 101-400-5170-5106 Maintenance 6,000 A-2 CITY OF RANCHO PALOS VERDES Maintenance and Operations Vendors Over $25,000 for FY 2022-23 Reference # Vendor Name Category FY 2022-23 Budget 28 Econolite Systems, Inc.90,000 211-400-0000-5201 Maintenance 90,000 29 Edco Disposal Corporation (SCA of CA, LLC)260,000 214-400-0000-5201 Maintenance 140,000 338-400-3170-5201 Maintenance 60,000 343-400-0000-5201 Maintenance 60,000 30 Fire Grazers, Inc.295,917 101-400-3230-5201 Maintenance 295,917 31 John L. Hunter & Associates, Inc.200,000 343-400-3130-5101 Professional/Technical 200,000 32 Michael Baker International, Inc.35,000 310-400-XXXX-8001 Professional/Technical 35,000 33 Palos Verdes Peninsula Transit Authority 775,000 216-400-0000-5120 Transit 775,000 34 Statewide Safety Systems 42,000 101-400-3150-4310 Supplies 10,000 101-400-3151-4310 Supplies 7,000 202-400-3180-4310 Supplies 25,000 35 Sunbeam Solar Technologies, Inc. 105,000 101-400-3110-5101 Professional/Technical 80,000 101-400-3120-5101 Professional/Technical 5,000 202-400-3170-5101 Professional/Technical 20,000 Sunbeam Solar Technologies, Inc. 201,000 101-400-3120-5101 Professional/Technical 201,000 36 Unisan Products, Inc.55,000 101-400-3140-4310 Professional/Technical 30,000 101-400-9101-4310 Professional/Technical 25,000 37 West Coast Arborists 500,000 101-400-3180-5201 Maintenance 200,000 213-400-0000-5201 Maintenance 100,000 221-400-0000-5201 Maintenance 200,000 38 Willdan Group 60,000 101-400-3110-5101 Professional/Technical 60,000 39 Yunex, LLC (formerly Siemens Mobility, Inc.)65,000 211-400-0000-5201 Maintenance 65,000 Grand Total 5,840,752 A-3 CITY OF RANCHO PALOS VERDES Maintenance and Operations Vendors Over $25,000 for FY 2022-23 Fund Fund Description FY 2022-23 Budget 101 General Fund 3,743,517 202 Gas Tax Fund 45,000 211 1911 Act Street Light Fund 155,000 213 Waste Reduction Fund 112,000 214 AQMD 140,000 216 Proposition A Fund 775,000 221 Meaure M 200,000 310 CDBG 35,000 333 CDBG 20,000 338 Environmental Excise Tax Fund 60,000 343 Measure W 260,000 780 Successor Agency Fund 295,235 Grand Total 5,840,752 A-4 AMENDMENT NO. 2 TO AGREEMENT FOR PROFESSIONAL SERVICES THIS AMENDMENT TO THE AGREEMENT FOR PROFESSIONAL SERVICES Amendment No. 1”) by and between the CITY OF RANCHO PALOS VERDES (“City”) and BLAIS & ASSOCIATES, LLC, a Texas limited liability company (“Consultant”) is effective as of June 21, 2022. RECITALS A. City and Blais & Associates, Inc., a Texas corporation (“Blais Inc.”) entered into that certain Agreement for Professional Services dated March 4, 2020 (“Agreement”) whereby Blais agreed to provide grant management services (the “Services”) for one year and four months, for a Contract Sum of $74,425. The Agreement provided for two additional one-year extensions at the City’s discretion. B. In July of 2020, Blais Inc. sold 100% of its equity interest to Consultant. City and Consultant entered into a consent agreement whereby Consultant as Blais Inc.’s successor-in- interest, accepted all the rights and obligations of the Agreement. C. In June of 2021, City and Consultant amended the Agreement to extend the Term of the Agreement through June 30, 2022 and increased the Contract Sum by $50,000 to $124,425. D. City and Consultant now desire to amend the Agreement to extend the Term of the Agreement through June 30, 2023 and increase the Contract Sum by $50,000 to $174,425. TERMS 1. Contract Changes. The Agreement is amended as provided herein. Deleted text is indicated in strikethrough and added text in bold italics. a) Section 2.1, Contract Sum, is hereby amended to read: 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 174,425 (One Hundred, Seventy Four Thousand, Four Hundred Twenty Five Dollars) $124,425 (One Hundred, Twenty Four Thousand, Four Hundred Twenty Five 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 B-1 01203.0001/796654.2 -2- the Schedule of Performance (Exhibit “D”). The City may, in its sole discretion, extend the Term for one (1) additional one-year term(s).” c) The following is added to Section I of Exhibit “C,” Schedule of Compensation: For FY 2022-23, Consultant shall perform all tasks on a fixed fee basis per the schedule below: Task Description Estimated Total Cost Grant Monitoring, Intelligence, Fact Sheets, Grant Activity Reports, and On-Call Grant Research Requests Monitor/send targeted grant opportunities using our proprietary and proactive grant research methodologies; Develop summaries; Pros/cons; Attend workshops/ webinars. Go/no-go consultation; Liaison with funding agencies; Participate in coordination calls with client. 2,400/month or 28,800/year Grant Proposal Development Full turnkey grant writing development to include submission (cost will vary by application complexity). Quoted upon request; up to 21,200/year Grant Reporting & Mgmt. Services Grant Reporting and Management Services. Quoted upon request Grant Reporting & Mgmt. Services B&A BGAPS Grant and Project Management Software Quoted upon request Total Cost Estimate $50,000 B-2 01203.0001/796654.2 -3- d) The following is added to Exhibit “C-1,” Schedule of Fees and Costs: Consultant’s cost reimbursement schedule for FY 2022-23: Description Fee Professional Services Fixed Fee Mileage Prevailing standard IRS rate Travel (tolls, taxi, airfare, hotel) Cost – no markup Printing, Copying, Binding, etc. Cost – no markup Shipping, Express Mail, or Courier Cost – no markup Consultant performs work on a fixed fee basis. Each project is independently and carefully analyzed to determine a projected Scope of Work. Consultant then provides a Fixed Fee quote for client review and approval prior to beginning work. Any additional one-off requests or activities that fall outside of the Scope of Work are performed and billed at one unified all-staff billing rate of $115 per hour. This streamlined approach enables Consultant to serve as a good steward of the City’s capital resources and be the most efficient and effective grant services provider possible. Consultant reserves the right to adjust rates annually to align with the cost of doing business. All out-of-pocket direct expenses are billed at cost (no markup).” 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 Amendment Nos. 1 and 2 to the Agreement. 3. Affirmation of Agreement; Warranty Re Absence of Defaults. City and Consultant each ratify and reaffirm each and every one of the respective rights and obligations arising under the Agreement. Each party represents and warrants to the other that there have been no written or oral modifications to the Agreement other than as provided herein. Each party represents and warrants to the other that the Agreement is currently an effective, valid, and binding obligation. Consultant represents and warrants to City that, as of the date of this Amendment No. 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 Consultant that, as of the date of this Amendment No. 2, Consultant is not in default of any material term of the Agreement and that there have been no B-3 01203.0001/796654.2 -4- 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 No. 2, and iv) the entering into this Amendment No. 2 does not violate any provision of any other agreement to which said party is bound. SIGNATURES ON FOLLOWING PAGE] B-4 01203.0001/796654.2 -5- 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 L. Bradley, Mayor ATTEST: Teresa Takaoka, City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP William W. Wynder, City Attorney CONSULTANT: Blais & Associates, LLC, a Texas limited liability company By: ________________________________ Name: Jordan P. Carter Title: Chief Executive Officer By: ________________________________ Name: Jordan P. Carter Title: Chief Executive Officer Address: Blais & Associates 2807 Allen Street, Suite 2050 Dallas, TX 75204 Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT’S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT’S BUSINESS ENTITY. B-5 01203.0001/796654.2 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. XXXXXXXXXX XXXXXXXXXXX Florida St. Lucie County June10th 2022 Jordan Carter Provided Driver License** Mercedez G Robinson Notarized online using audio-video communication B-6 01203.0001/796654.2 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. B-7 AMENDMENT NO. 2 TO AGREEMENT FOR CONTRACTUAL SERVICES THIS AMENDMENT TO THE AGREEMENT FOR CONTRACTUAL SERVICES (“Amendment No. 2”) by and between the CITY OF RANCHO PALOS VERDES, a municipal corporation (“City”) and ALL CITY MANAGEMENT SERVICES, INC., a California corporation (“Consultant”) is effective as of _____, 2022. RECITALS A. City and Consultant entered into a certain Agreement for Professional Services dated May 15, 2018 (“Agreement”) whereby Consultant agreed to provide professional school crossing guard services (the “Services”) through July 31, 2021, for a Contract Sum not to exceed of $252,250. B. On August 17, 2021, the City Council approved Amendment No. 1 to extend the Term of the Agreement by one year through July 31, 2022, and to increase the Contract Sum by $95,000 for a new Contract Sum of $347,250. C. City and Consultant now desire to extend the Term of the Agreement by one additional year through July 31, 2023, and to increase compensation by $125,000, for a new Contract Sum of $472,250. The updated Contract Sum includes compensation for the 2023 summer school, the optional addition of one more crossing guard at a school, if needed, and contingency for unanticipated crossing guard needs. TERMS 1. Contract Changes. The Agreement is amended as provided herein. (Deleted text is indicated in strikethrough and added text in bold italics.) a. Section 2.1, Contract Sum, is amended to read: “Subject to any limitations set forth 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 $252,250 (Two Hundred Fifty Two Thousand Two Hundred Fifty Two Dollars) for the 2018-2021 school years; $95,000 (Ninety Five Thousand Dollars) for the 2021-22 school year, including the 2022 summer school session; and $125,000 (One Hundred Twenty Five Thousand Dollars) for the 2022-23 school year, including the 2023 summer school session, a contingency for unanticipated crossing guard service needs, and the optional addition of one crossing guard, for a total of $472,250 (Four Hundred Seventy Two Thousand Two Hundred Fifty Dollars) (the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.8” C-1 01203.0006/792277.3 -2- b. Section 3.4, Term, is amended to read: “Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding July 31, 2021July 31, 2023, except as otherwise provided in the Schedule of Performance (Exhibit “D”).” c. Exhibit “A” Scope of Services Amendment No. 1 is replaced with the attached Exhibit “A” Scope of Services Amendment No. 2. d. Exhibit “C” Schedule of Compensation Amendment No. 1 is replaced with the attached Exhibit “C” Schedule of Compensation Amendment No. 2. e. Exhibit “D” Schedule of Performance Amendment No. 1, is replaced with the attached “Exhibit “D” Schedule of Performance Amendment No. 2. 2. Continuing Effect of Agreement. Except as amended by Amendments No. 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 Amendment No. 2 to the Agreement. 3. Affirmation of Agreement; Warranty Re Absence of Defaults. City and Consultant each ratify and reaffirm each and every one of the respective rights and obligations arising under the Agreement. Each party represents and warrants to the other that there have been no written or oral modifications to the Agreement other than as provided herein. Each party represents and warrants to the other that the Agreement is currently an effective, valid, and binding obligation. Consultant represents and warrants to City that, as of the date of this Amendment No. 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 Consultant that, as of the date of this Amendment No. 2, Consultant is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement. 4. Adequate Consideration. The parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment. 5. Authority. The persons executing this 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 No. 2, and C-2 01203.0006/792277.3 -3- (iv) the entering into this Amendment No. 2 does not violate any provision of any other agreement to which said party is bound. [SIGNATURES ON FOLLOWING PAGE] C-3 01203.0006/792277.3 -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 L. Bradley, Mayor ATTEST: _________________________________ Teresa Takaoka, City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP _________________________________ William W. Wynder, City Attorney CONSULTANT: ALL CITY MANAGEMENT SERVICES, INC., a California corporation By: ________________________________ Name: Baron Farwell Title: President By: ________________________________ Name: Demetra Farwell Title: Secretary Address: 10440 Pioneer Blvd, Suite 5 Santa Fe Springs, CA 90670 Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT’S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT’S BUSINESS ENTITY. C-4 01203.0006/792277.3 A-1 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. □ □ □ □ □ □ □ □ □ C-5 01203.0006/792277.3 A-2 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. □ □ □ □ □ □ □ □ □ C-6 01203.0006/792277.3 A-3 EXHIBIT “A” Amendment No. 2 SCOPE OF SERVICES I. Consultant will perform Professional School Crossing Guard Services for the City of Rancho Palos Verdes from mid-August 2018, to the end of the summer school term in mid-July, 2021. Maps of the intersections and the approximate location of the Crossing Guards are attached in Exhibit A-1, Maps. • Consultant shall provide personnel equipped and trained in appropriate procedures for crossing pedestrians in marked crosswalks. Such personnel shall be herein referred to as a Crossing Guard. Consultant is an independent contractor and the Crossing Guards to be furnished by it shall at all times be its employees and not employees of City. • Consultant shall provide all Crossing Guards with apparel by which they are readily visible and easily recognized as Crossing Guards. Such apparel shall be uniform for all persons performing the duties of Crossing Guards and shall be worn at all times while performing said duties. The apparel must be appropriate for weather conditions. Consultant shall also provide all Crossing Guards with hand held Stop Signs and appropriate safety vest. • Consultant shall provide supervisory personnel to see that Crossing Guard activities are taking place at the required place and times, and in accordance with all items of this agreement. • Consultant shall maintain adequate reserve personnel to be able to furnish alternate Crossing Guards in the event that any person fails to report for work at the assigned time and location and agrees to provide immediate replacement. • Consultant shall provide personnel properly trained as herein specified for the performance of duties of Crossing Guards. In the performance of their duties the Consultant and employees of Consultant shall conduct themselves in accordance with the conditions of this Agreement and the laws and codes of the State of California pertaining to general pedestrian safety and school crossing areas. • Consultant’s Crossing Guards shall keep a daily record of all relevant information and incidents, including weather conditions, start and end times of services, and any traffic accidents or pedestrian injuries that occur during the Services. These records shall be provided to City upon request. • Crossing Guard Services shall be provided by Consultant at such designated locations as shall be identified by City from time to time, and at the designated hours on all days on which designated schools in the City of Rancho Palos Verdes are in session. Seven locations will have Crossing Guards. One Crossing Guard per location. C-7 01203.0006/792277.3 A-4 • Each Crossing Guard will work a minimum of 3 hours per day, and in any event will cover both peak drop off and pickup times, no matter how long the services will be required. The typical peak times are between 7:15 AM to 8:15 AM, and pick up times are typically between 2:45 PM to 3:45 PM. This time varies slightly by each school. However, Consultant shall be responsible for adjusting the hours that services are provided based on observations of traffic patterns, and shall also stay informed of school events, holidays, and alternate scheduling (e.g., late-start days) that affect traffic patterns, and adjust service hours accordingly. • Crossing Guard services shall be provided every day that the appropriate Palos Verdes Peninsula Unified School District (PVPUSD) and Los Angeles Unified School District Schools are in session from mid-August 2018, to mid-July, 2021, unless otherwise directed by City. • Services will be provided at the following locations: (1) Regular School Year: Dodson Middle School, Miraleste Intermediate School, Ridgecrest Intermediate School, and Silver Spur Elementary. Services will be provided at seven (7) total intersections as shown on the maps in Exhibit “A-1.” (2) Summer School Sessions: Miraleste Intermediate School. Services will be provided at two (2) intersections as shown on the maps in Exhibit “A-1.” II. Consultant will perform Professional School Crossing Guard Services for the City of Rancho Palos Verdes from mid-August 2021, to July 31, 2022. Maps of the intersections and the approximate location of the Crossing Guards are attached in Exhibit “A-1.” • Consultant shall provide personnel equipped and trained in appropriate procedures for crossing pedestrians in marked crosswalks. Such personnel shall be herein referred to as a Crossing Guard. Consultant is an independent contractor and the Crossing Guards to be furnished by it shall at all times be its employees and not employees of City. • Consultant shall provide all Crossing Guards with apparel by which they are readily visible and easily recognized as Crossing Guards. Such apparel shall be uniform for all persons performing the duties of Crossing Guards and shall be worn at all times while performing said duties. The apparel must be appropriate for weather conditions. Consultant shall also provide all Crossing Guards with hand held Stop Signs and appropriate safety vest. • Consultant shall provide supervisory personnel to see that Crossing Guard activities are taking place at the required place and times, and in accordance with all items of this agreement. C-8 01203.0006/792277.3 A-5 • Consultant shall maintain adequate reserve personnel to be able to furnish alternate Crossing Guards in the event that any person fails to report for work at the assigned time and location and agrees to provide immediate replacement. • Consultant shall provide personnel properly trained as herein specified for the performance of duties of Crossing Guards. In the performance of their duties the Consultant and employees of Consultant shall conduct themselves in accordance with the conditions of this Agreement and the laws and codes of the State of California pertaining to general pedestrian safety and school crossing areas. • Consultant’s Crossing Guards shall keep a daily record of all relevant information and incidents, including weather conditions, start and end times of services, and any traffic accidents or pedestrian injuries that occur during the Services. These records shall be provided to City upon request. • Crossing Guard Services shall be provided by Consultant at such designated locations as shall be identified by City from time to time, and at the designated hours on all days on which designated schools in the City of Rancho Palos Verdes are in session. Seven locations will have Crossing Guards. One Crossing Guard per location. • Each Crossing Guard will work a minimum of 3 hours per day, and in any event will cover both peak drop off and pickup times, no matter how long the services will be required. The typical peak times are between 7:15 AM to 8:15 AM, and pick up times are typically between 2:45 PM to 3:45 PM. Coverage times are subject to change dependent on school bell schedules and can vary from school to school. However, Consultant shall be responsible for adjusting the hours that services are provided based on observations of traffic patterns, and shall also stay informed of school events, holidays, and alternate scheduling (e.g., late-start days) that affect traffic patterns, and adjust service hours accordingly. • Crossing Guard services shall be provided every day that the appropriate Palos Verdes Peninsula Unified School District (PVPUSD) and Los Angeles Unified School District Schools are in session from mid-August 2021, to July 31, 2022, unless otherwise directed by City. • Services will be provided at the following locations: (1) Regular School Year: Dodson Middle School, Miraleste Intermediate School, Ridgecrest Intermediate School, and Silver Spur Elementary. Services will be provided at seven (7) total intersections as shown on the maps in Exhibit “A-1.” C-9 01203.0006/792277.3 A-6 (2) Summer School Session: Miraleste Intermediate School. Services will be provided at two (2) intersections as shown on the maps in Exhibit “A-1.” III. Consultant will perform Professional School Crossing Guard Services for the City of Rancho Palos Verdes from mid-August 2022, to July 31, 2023. Maps of the intersections and the approximate location of the Crossing Guards are attached in Exhibit “A-1.” • Consultant shall provide personnel equipped and trained in appropriate procedures for crossing pedestrians in marked crosswalks. Such personnel shall be herein referred to as a Crossing Guard. Consultant is an independent contractor and the Crossing Guards to be furnished by it shall at all times be its employees and not employees of City. • Consultant shall provide all Crossing Guards with all apparel and equipment for performance of their duties including apparel by which they are readily visible and easily recognized as Crossing Guards. Such apparel shall be uniform for all persons performing the duties of Crossing Guards and shall be worn at all times while performing said duties. The apparel must be appropriate for weather conditions. • Consultant shall provide supervisory personnel to see that Crossing Guard activities are taking place at the required place and times, and in accordance with all items of this agreement. • Consultant shall maintain adequate reserve personnel to be able to furnish alternate Crossing Guards in the event that any person fails to report for work at the assigned time and location and agrees to provide immediate replacement. • Consultant shall provide personnel properly trained and equipped for the performance of duties of Crossing Guards. In the performance of their duties the Consultant and employees of Consultant shall conduct themselves in accordance with the conditions of this Agreement and the laws and codes of the State of California pertaining to general pedestrian safety and school crossing areas. • Consultant’s Crossing Guards shall keep a daily record of all relevant information and incidents, including weather conditions, start and end times of services, and any traffic accidents or pedestrian injuries that occur during the Services. These records shall be provided to City upon request. • Crossing Guard Services shall be provided by Consultant at such designated locations as shall be identified by City from time to time, and at the designated hours on all days on which designated schools in the City of Rancho Palos Verdes are in session. Seven locations will have Crossing Guards. One Crossing Guard per location. • Each Crossing Guard will work a minimum of 3 hours per day, and in any event will cover both peak drop off and pickup times, no matter how long the services will be required. The typical peak times are between 7:15 AM to 8:15 AM, and pick up times are typically C-10 01203.0006/792277.3 A-7 between 2:45 PM to 3:45 PM. Coverage times are subject to change dependent on school bell schedules and can vary from school to school. However, Consultant shall be responsible for adjusting the hours that services are provided based on observations of traffic patterns, and shall also stay informed of school events, holidays, and alternate scheduling (e.g., late-start days) that affect traffic patterns, and adjust service hours accordingly. • Crossing Guard services shall be provided every day that the appropriate Palos Verdes Peninsula Unified School District (PVPUSD) and Los Angeles Unified School District Schools are in session from mid-August 2022, to July 31, 2023, unless otherwise directed by City. • Services will be provided at the following locations: (1) Regular School Year: Dodson Middle School, Miraleste Intermediate School, Ridgecrest Intermediate School, and Silver Spur Elementary. Services will be provided at seven (7) total intersections as shown on the maps in Exhibit “A-1.” (2) Summer School Session: Miraleste Intermediate School. Services will be provided at two (2) intersections as shown on the maps in Exhibit “A-1.” Optional Addition: At the City’s sole discretion, another crossing guard, if needed, may be added at a school location to be determined. Consultant will be notified 30 days prior to implementation. C-11 01203.0006/792277.3 A-8 EXHIBIT “A-1” Amendment No. 2 CROSSING GUARD MAPS 2018-2021 N I School ,crossi ng1 Guards Map C-12 01203.0006/792277.3 A-9 N Ck~SIMG GtJ.AlmS U!Ci~D l @ lloijJlar & ~Jmmar :khoal Schoo l ,C ross in g ,Guards Map C-13 01203.0006/792277.3 A-10 N ! C ROSS lt,I O GUARDS LECiEt,ID @ R..,trJ Sc; od Ydo· © l!CE.f.J •~ I!. S<.irr,rr.cr School School ,c ross in g ,Guards Map C-14 01203.0006/792277.3 A-11 CROSSING GUARD MAPS 2021-2022 N l School ,cross'ing1 Guards Map C-15 01203.0006/792277.3 A-12 N Clt05S IM G GtlADlS 11GENfJ l @ l!O~J r S~ll e!iil Y1,- @ l!O!}Jbr t ~Jmll'Jl:l r Srlloo l " School 1C rossi n g ,Gu ards Mop C-16 01203.0006/792277.3 A-13 N t C ROSS l~G, GUAIE:S L.E Ci Et,ID Schoo l ,c ross in g G u ards Map C-17 01203.0006/792277.3 A-14 CROSSING GUARD MAPS 2022-2023 Schoo1,cross'i ng1 Guards Map C-18 01203.0006/792277.3 A-15 Schoo l 1C:ro ssl ng ,G . ords M.a p C-19 01203.0006/792277.3 A-16 N t Sc ··oo l ,c ross in g ,G .. ards M.a p C-20 01203.0006/792277.3 C-1 EXHIBIT “C” Amendment No. 2 SCHEDULE OF COMPENSATION I. Consultant shall perform the following Services at the following rates for the 2018- 2021 period. These rates are inclusive of all equipment, materials, licenses and training necessary to perform the Services. Consultant will only be paid for actual days and hours worked, and will not be entitled to a flat weekly rate. The services are based on approximately 3,950 hours of work per school year, including summer school. A. 2018-2019 School Year (including 2019 Summer Session) • Crossing Guards Services: $19.08 /hour • Assuming a 5-day school week, the weekly budget amount for the service for Seven (7) Crossing Guards working 3 hours per day, is $2,003.40/week. • Assuming a 5-day summer school week for a total of four weeks, total budget amount for the service for two (2) Crossing Guards, working 3 hours per day, for four weeks of summer school (minus July 4th) is $2,175.12. • A contingency in the amount of $3,000 for unanticipated issues needing crossing guards at the schools. • Total compensation shall not exceed $77,300.00. B. 2019-2020 School Year (including 2020 Summer Session) • Crossing Guards Services: $20.53/hour • Assuming a 5-day school week, the weekly budget amount for the service for Seven (7) Crossing Guards working 3 hours per day, is $2,155.65/week. • Assuming a 5-day summer school week for a total of four week, total budget amount for the service for two (2) Crossing Guards, working 3 hours per day, for four week of summer school is $2,463.60. • A contingency in the amount of $4,000 for unanticipated issues needing crossing guards at the schools. • Total compensation shall not exceed $83,950.00. C. 2020-2021 School Year (including 2021 Summer Session) • Crossing Guards Services: $22.08/hour • Assuming a 5-day school week, the weekly budget amount for the service for Seven (7) Crossing Guards working 3 hours per day, is $2,3,18.40/week. • Assuming a 5-day summer school week for a total of four week, total budget amount for the service for two (2) Crossing Guards, working 3 hours per day, for four week of summer school is $2,649.60. • A contingency in the amount of $5,000 for unanticipated issues needing crossing guards at the schools. C-21 01203.0006/792277.3 C-2 • Total compensation shall not exceed $91,000. II. Consultant shall perform the following Services at the following rates for the 2021- 2022 period, including the 2022 summer session. The rates are inclusive of all equipment, materials, licenses and training necessary to perform the Services. Consultant will only be paid for actual days and hours worked, and will not be entitled to a flat weekly rate. The services are based on approximately 3,895 hours of work per school year, including summer school. • Crossing Guards Services: $23.91 /hour • Seven (7) Crossing Guards working 3 hours per day, is $502.11/day. • One Hundred and Eighty (180) School Days at $502.11/day, is $90,379.8 • Summer school tentatively eighteen (17) days with two (2) Crossing Guards, working 3 hours per day, is $2,438.82. • A contingency in the amount of $2,181.00 for unanticipated issues needing crossing guards at the schools. • Total compensation shall not exceed $95,000. III. Consultant shall perform the following Services at the following rates for the 2022- 2023 period, including the 2023 summer session. The rates are inclusive of all equipment, materials, licenses and training necessary to perform the Services. Consultant will only be paid for actual days and hours worked, and will not be entitled to a flat weekly rate. The services are based on approximately 3,895 hours of work per school year, including summer school. • Crossing Guards Services: $27.28/hour • 7 Crossing Guards working 3 hours per day, is $572.88/day. • 180 School Days at $572.88/day, is $103,118.40 • Summer school tentatively 18 days with 2 Crossing Guards, working 3 hours per day, is $2,946.24. • Subtotal of $106,064.00 • Optional Addition: The City, at its sole discretion may add another crossing guard, if needed at a location to be determined. One guard working 3 hours per day for 180 days is $14,731.20 at the same rates in this agreement. • A contingency in the amount of $4,204.80 for unanticipated issues needing crossing guards at the schools. • Total compensation shall not exceed $125,000. 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. The City will compensate Consultant for the Services performed upon submission of a valid invoice. Each invoice is to include: C-22 01203.0006/792277.3 C-3 A. Line items for all personnel describing the work performed, the number of hours worked, and the hourly rate. B. Line items for all materials and equipment properly charged to the Services. C. Line items for all other approved reimbursable expenses claimed, with supporting documentation. D. Line items for all approved subcontractor labor, supplies, equipment, materials, and travel properly charged to the Services. IV. The total compensation for the Services shall not exceed $472,250 as provided in Section 2.1 of this Agreement. C-23 01203.0006/792277.3 EXHIBIT “D” Amendment No. 2 SCHEDULE OF PERFORMANCE I. Consultant shall provide crossing guard services from mid-August 2018, until the end of the Miraleste Intermediate School 2021 Summer School session, which is anticipated to end in mid-July, 2021. Services shall be provided on every day that appropriate schools are in session, unless otherwise directed by City. The PVPUSD and LAUSD 2018-2019, 2019- 2020 and 2020-2021 School Year Calendars (including Summer Session/Summer School calendars) shall be incorporated herein by reference at such time as they are completed by the PVPUSD and LAUSD. II. Consultant shall provide crossing guard services from mid-August 2021, until July 31, 2022. Services shall be provided on every day that appropriate schools are in session, unless otherwise directed by City. The PVPUSD and LAUSD 2021-2022 School Year Calendar (including Summer Session/Summer School calendar) shall be incorporated herein by reference at such time as they are completed by the PVPUSD and LAUSD, as provided in Exhibit D-1. III. Consultant shall provide crossing guard services from mid-August 2022, until July 31, 2023.Services shall be provided on every day that appropriate schools are in session, unless otherwise directed by City. The PVPUSD and LAUSD 2022-2023 School Year Calendar (including Summer Session/Summer School calendar) shall be incorporated herein by reference at such time as they are completed by the PVPUSD and LAUSD, as provided in Exhibit D-1. IV. The Schedule may be revised by the Contract Officer pursuant to Section 3.2 of this Agreement. C-24 01203.0006/792277.3 EXHIBIT “D-1” Amendment No. 2 PVPUSD’s Regular 2021-22 School Calendar (.)' PALOS V,ERDES ll?ENINS l!J LA UN IFIED SCHOOL DIS11RICT -2021-2022 SC1HOO L CALENDAR JuL\1'21121 A t21)21 ugus SiwJ)le mbar 21121 SU IIIO TU WE TH fR. ~~ C:l i u n 'Iii liiie T i..i ... ....... SU MO TU WE TH FR. ~ --,____ 1 2 3 1 2 3, 4 5, 6 7 1 2 3 .. ~s 7 8 9 10 8 9 10 11 12 t3 14 5, ~0 8 9 10 11 12 1ll 14 15 s 17 15 16 17 1S 19 ~ 21 12 13 14 1S [§] 17 1S 19 20 21 22 2l 24 22 @)@ m 26 21 28 19 20 21 22 23 24 2S 26 27 28 29 30 31 29 30 3,1 26 21 2S 29 30 No·we mber 202 1 De,c,emb11 r 2021 Jla1ma:. 2022 SU MO TU WE TH FR SA .su MO TU wi; TH FR. IIIO ru Wif T,H FR 1 2 l .. s 6 ®®' l 4 7 8 9 10 0 12 13 5, 6 B, 9 10 11 2 3, 5 s 7 14 17 1S #19 20 12 13 1A 15, 16 ;1;11 18 9 10 11 12 1l 14 21 24 25 [215] 27 19 20 21 22 r,23] 24 25 16 17 1S @@ 21 2S 26 27 28 29 PO] 3,1 23 24 2:5 :26 27 23 3,0 3,1 Marcih 2022 .a.nnl 21122 lbv 2022 .su MO TU WE TH FR SA SU Mll TU WE iTH FR. SA SU MG TU WE TH FR --~ ~~ -1 2 J .. s I 111 2 1 2 J 4 s 6 6 7 9 @) 11 12 l .. 5 6 7 B, 9 B, 9 10 11 12 1(l 13 1A 15 s u 1S 19 10 11 12 1'3 14 1S 16 15 16 u 1a 19 20 20 21 22 2l 2 .. 1125 26 17 ,a 19 20 21 22 23 22 23 24 25 26 21 21 28 29 30 31 24 25 26 21 2S 29 3:1 29 0 31 I I r IIMPORifAN"J SOHOOL IDAT ES FOR 2021-2!022 F'Al.1. REG IS.fRATlO @ P\l'P,jg,, P\IIIS, -HS, jrln,g,....,, Studont lPimn/lDj Qe:k•sm:ds. ~b stab ~~sr.m:m llbm.zimn F'Al.1. REG ISfRATlO @IIIS.1'"115,, IIJS, cte:k sd,.;ds,w.teb stab-nt-;jsi".ata:J llbmai::m S~' IMYO INSTll1ICffltl ilim un, doy:•,e:hallilo,fD< g,od"" 'llc:-1121 H1611 SCIIOOL IIEPCll1'.JKG, PERIOO$ (QJ.J,llllE.IIS) bt ~11112!--0d-S 2n:! Octibor 11 -Docoober 17 lnl: .1,na,Jl -Man:n:26 ~ Apil • •.ltne 9 H1611 SCIIOO L SEIIILSlER EXlilliNATlOHS (iimi dll)' sci••hJ••l..-v,ado • Ull • Fnts.m..i.r -Doooai>or1 &, 11 • SICal:!Sm, ...... A,..,,,g □ L.og,,I Hmilay [u] La:al H2d.J -a-.... -•. - ,oc-tober 2021 SA l.-S U llG TU WE f H FR ~ .. 1 11 l 4 5 6 7 a 18 10 11 t2 13 14 1,5 25 17 1S 19 20 21 22 24 25 26 21 2S 29 31 Fe brua:rv 20-22 Mll TU WE TH FR 1 2 3 .. 8 6 7 B, 9 10 u 15 1l 14 1S 1S 17 M 22 20 0 22 2l 24 25 29 27 2S J u.rie-21122 SA SU MO TU WE TH FR --i 1 2 l 14 s 6 7 a 9~ 21 12 13 1.t 15 1S 17 28 19 20 21 22 2l 2.t 26 21 23 29 30 CAI.Elli DAR 11.EGEIIID ~ K.-6-Ccm,m,m a..,,, '-" I in:sn 011)' Sd11.ttio) 7 &8--Caminn:•°"l" \.:., jllruTKm 011)' Sd11,:Jtio) ,-., So,:J,m ~"'• lll,y So,IIE\rns..,,,. ~ illl)' '----' SA 2 9 16 23 30 SA 12 19 26 SA -4 11 18 25 • w.21e..t..,, .-._, 2l :!!C1iOU. REPORIWG FEIII OOS fllllllESlERS) ('T'K lhrou ah tth G .. d,j It lK-12 Mnnaim 011)' .......... 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S!CHOOL PARE CUl~EREIICE llll'l'S (llin ilDl m day sch-bgndn; Sol) • J 1rtUOfJ'191.20 BM: 0-SCHOOL IIIIGKI' t':'~,i,.J: ~dll)' .J.,s-:t=.:=!~:&111 11( S: lhan:loJ, Sqrlofriler 9 && lhan:loJ, Sqrlofriler 23 9-12: Than:bJ', Sqrlorrlla-:t, (l"llitS •ml Pl'.PHS! 10, 12: Than:bJ', Sqrlorrlla-~ (Rlll.lHSl ~1121 SUliflEJl.SES\!;NlN (2022 T!lll j -... 21 -J:lr 18 Gmlm !1,12: ,imo21-J ~ 29 SC IH OO l lH OlJI DA YS-IFO R. 2021-2022 li:n:lirf,liy~1':!21 r111opm:1ora, ll"10lmlmnai M:n:t..,.~ :Y.121 ul!nrllllJ lhurirJ', Sq,m&bor 16, 312 1 loc.11-1:.111)' -....i..,.-11,2021 ~luans D-, Obsav.mc11 Tuos:loJ,-23.~I ux,jj,\:ajll)' -....i.r,.-24,202 1 t.11.ktm:lit:l'I DirJ 0::51rf.m:,11 lh&B:t..,, N......,.,. 25.,m1 Tlwl<sJJnlg 011)' Foilll)'.t,i, -3112021 loc.11-1:.111)' lhlnd,r/, o.a.ri,a-23. .ml la:al H:oby falar. 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Falll)'.:.ljm 1,2022 la:al H,Jid.,y ~."1JU2022 ~ lll,y C-25 01203.0006/792277.3 LAUSD Regular 2021-22 School Calendar LOS ANGELES UN IFIED SCHOOL DISTRICT Approved by the SINGLE-TRACK INSTRUCTIONAL SCHOOL CALENDAR 2 021-2022 Board o f Education S/4/2021 SEPTEMBE R MO TU WE TH FR TU WE TH MO TU WE TH 1 2 3 4 s l 2 6 7 8 8 10 11 12 6 UJ 1 8 s 4 13 14 1S 16 17 18 19 13 14 20 2 1 22 23 24 25 26 20 21 2 2 23 27 28 29 30 31 27 28 29 30 ·• rMO TU WE TH FR MO TU WE TH FR ' MO TU WE TH FR I l l 2 3 4 s I 1 2 3 4 5 6 7 8 8 9 10 11 12 6 7 8 9 10 11 12 13 14 15 18 19 20 21 22 1 ~~~ 18 19 2S 26 13 14 1S 16 17 ■ , ■ ■ ■ 25 26 27 SQ 1 7 18 19 20 24 25 26 7 31 AMH '9 29 MO 7 14 21 28 MO TU WE TH FR rMO I l 2 -~ ; I' 7 ~ 1 !'1'!3 121 111 1 125 26_27 28 -2 9 9 16 23 30 r 0 7/05/21 ........... Independence Day 08/16/21 ........... First Day o f Instruction 09/03/21 ........... Admission Day 09/06/21 ........... Labor Day 11/11/21 ........... Vet erans Day 11/25 • 11/2.6/'ll. ..... Thanksgiving Holid ay (_2/20/21 . 01/07 /22 .. Winter Recess Fint Day/last Day of Instruction Legal /Local Holidays School Recess Unassigned Day (no school) Pupil f ree Days • Second Semester Begins I nst ructional Davs 30 TU l 8 15 TU 3 10 17 24 3' I ■ ■ ■ ■ .,. , MARCH WE TH FR MO TU WE TH FR 2 3 4 1 2 3 4 9 10 11 7 8 9 10 11 16 17 18 14 1S 16 17 18 23 4 lli., 22 23 24 r5" 29 ~o ;31 ..,, UAV WE TH FR ' 4 s 6 11 12 13 18 19 20 25 26 27 , 01/11/22 . . . . . .. Second Semest er Bep'l.s 01/17 /22 . . . . . .. Or. Martin L. King Birthday 02/11/22 . . . . . . Presidents' Day 03/28/22 . . . . . .. Cesar E. Chavez Birthday Observed 04/11 · 04/15 /22 ..... Spring Recess 05/30/22 . . . . . .. Men-torial Day 06/10/22 ........... Last Day of Instruction Instructional Days Fall Semester...... . . . . . . . 80 Sp ring Semester ........... ...JQQ. Tot al ... . . . . . . . . . . . . . . . . 180 • SchedlAed p1.4>II free days are F<lday~ Au-gust 13, 2021, a.nd Monday, Janua,y 10, 2022. If a school selects Friday, Jt.ne 10, 2022.. as a PJpal free d ay, then Monday, Januacy 10. 2022, becomes an lnstructlonal day. C-26 01203.0006/792277.3 PVPUSD’s Regular 2022-23 School Calendar Sc hool Month Fl11IWNk M T w T F FIISI AUGUST GJ 15 16 17 18 Second 5EPTEMBE.R 12 13 14 15 16 Thill! OCTOBER 10 11 12 13 14 F<u1h NOVEMBER 1 8 9 10 0 Fil'II DECEM BER 5 6 7 8 9 Sl '111 ~ 3 4 5 6 Se'ltlllh FEBRUARY 30 31 1 2 3 Elghlll MARCH 27 28 1 2 3 Nlnlh MARCH 27 28 29 30 ~ Tenth APRIL 24 25 26 27 28 Ele'ltllth MAY 22 23 24 25 126 TEACH ER SFRVJCE PAYS P11-&P<lll-sctloolS11YicoD1y1; -"'ill.II 19,22.23& J111e9 Stsff ProiesSIOflal Deveklpmenl Half-Oay: Seplember 26 FIRST DAY OF INSTRUCTION W&lilesday, At.ou112, LAST DAY QF ~lAS~§ K-12 Thlodiy. J.,, 8 ~RA!l!.!ATIQN Gradel: W&ltlesday,Jt.1'11 7 Grade 12: Thllldiy. June 8 BR~~el;RIQQ~ Wrller Bceak: Oecetrber 26, 2022 -January 06, 2023 Sprv,i B,eak: Malth 27 -Mardi 31. 2023 W:,illYu,Calen:fs 01,26,.2022 PALOS VERDES PENINSULA UNI FIED SCHOO L DISTRICT CALENDAR FOR 2022 -2023 SCHOO L YEAR Days 1;; StcondWNk ThlrdWHk Four1!1 Week ol lnstruc"on ;, ~ 0 g. M T w T F M T w T F M T w T F K-5 6-8 9-12 ·!" ::w ® SEPTEM BER 0 #24 25 26 29 30 31 1 2 6 1 8 9 12 12 12 15 @ OCTOBE R 19 20 21 22 23 27 28 29 30 3 4 @] 6 1 18 18 18 19 N IVIMBER 17 18 19 20 21 24 25 26 27 28 31 1 2 3 4 20 20 20 20 14 IS 16 17 18 21 22 23 @]@!J DECEMBER 28 @@® 2 14 14 14 14 12 13 14 15 16 I 19 20 21 22 123 ps 21 28 29 ~ 15 15 15 15 9 10 11 12 13 GJ 17 ©@ 20 23 24 25 26 27 14 14 14 14 6 7 8 9 10 13 14 15 16 17 lliJ 21 22 23 24 19 19 19 19 6 7 8 ® 10 13 14 15 16 17 20 21 22 23 124 20 20 20 20 PII IL 3 4 5 6 7 10 11 12 13 14 17 1:a 19 20 21 15 15 15 15 MAY 1 2 3 4 5 8 9 10 11 12 15 16 17 18 19 20 20 20 20 T9l JUNE ~ 30 31 I 2 5 6 7 #8 12 13 14 15 16 13 13 13 14 I TOTALS 180 180 180 185 TR IMESTER REPORTING PERIODS BACK TO SCHOOL NIGKT GRADES K-8 K~ Stptmblr8 CALENDAR LEGEND lot "'-'9U11:M •NoY-18 " s.-15 2'ld: No,ember 28 -March 3 9-12 S.,,,ember 22 (PVHS & ,,..._ K0SPn,1 Conf"""°D'YI :W.: Man:h6-June 8 PVl'HS) □ t..gal Hdiday -!.,, 10-12 Sei,ember 29 (R<MHS) (Milimttn Day Sdle<Ue) QUARTER REPORTING PERIODS HIGH SCHOOL l!Oif: MRIIUII di>ylChedu~ .. ln ~ ~ 6-8 Pa""I Con"'1noe 0lyl lot "'-'90il :M -OClcblr 14 pnYlil II lie ltYtl dNi,..lldon ltlt l.ocaHdiday ~ (Ml~""" Day Sclledlo) 2'ld: OCloblr 17 -~ber Z3 ,Joy i!1i! back--1-od ...,, ' FlfSt Semeste, Ends Before Wlnler Break □ ,,..._ 5',d .. f,11Doy 81111< Ptriodl S..K Pro/Nllonll OIY~cp!I"' 3"1. Jn,oy 9 --24 '-' 4~: Ap113 -J...,g 2022 SU MM ER SESSIOH Day PABfMI CON FERENCE DAYS TENTATIVt DATU ,,,,..... Glldet K-8: J..,.2~15 # TK-12 f.nnlm Pre & Posl Senioe days ftt FOR K-8 STUDENTS Gradee 9-12: June 20-..Uy 22 Day \....J Ceruca1ed Staff ~ """''°'-Nomlber29,30& °"'"'" ber 1 and M.-ch 9(n-iriffUTl ,Joy-~•) ~ Pwertoonferenc8i: Janu.ry 18and 19(minimtm doyschedtff) SCHEDU LE OF SCHOOL HOLIDAYS AND BREAKS FOR 2022-2023 """""'·.My'· 2012 Independence Day Ob&ec-vance 1,1:,ndi>y. Seft!fflber s. 2012 l.ll>or 0., Monday, Stptomber 29, 2022 Staff Professcnal Oewlopmenl Day Wtdn"di>y, 0dd,e, 5, 2ll22 IAlcllHdiday Frilly,H-11,2022 Vetnns OS'f Observance w_.,, --23, 2022 CAAdnihlon Day Dl>Mtva"" Th<nday, NoY-24, 2ll22 ThafOsijvi"l Day FM,y, H°""'b« 25. 2022 LocaHolday Thlrodoy, OeQember29, 2ll22 Local Hdiday Fl'd>y, Deoemb« 30. 2022 IAlcllHdiday Mondi>y.Jio,ary 16. 2023 M.rlinlulher Ki~~.Oay Monday. February 20, 2023 PIii~--D1y1W1111rQ..-1 Blrt<l"1 Obi. Frilly. Mar</131.2023 LocalHdiday Monday. Moy 29, 2023 M""""aoar ............................... NOTE: A.II sch)ols and 1he Oi9tlcl dficee will doeoel lhotndofltltwal< doyon Frilly. Doc-23. 2022. 1nd,_11 ill •m. on Mondoy, .,.,..,,,-,9. 202t""' t.1ainlenancel Q,enuoos Departnent schedule lo be de:emibed. C-27 01203.0006/792277.3 LAUSD Regular 2022-23 School Calendar LOS A N GELES U NIFI ED SC HOO L D I STRI CT I N STRUCTIONAL SCHOO L CALENDAR 2022-2023 Board Approved 4/26/2022 J U LY T U WE TH FR 1 5 6 7 8 12 13 14 15 19 20 21 2 2 26 27 28 2 9 JANUARY a,:~,tJ:i~ct 16 1 7 18 19 20 23 24 , .. , .. 27 30 3 1J MO 1 8 ~ 22 29 MO 6 13 20 2 A U G U ST TU WE TH 2 3 4 FEBRUARY TU 7 14 2 1 28 MO TU 1 2 8 9 15 1 6 22 23 29 30 SEPTEMBER MO TU WE TH I 1 5 6 7 8 12 13 1 4 15 \~ 20 21 22 2 7 28 2 9 MARCH 1 2 6 7 8 9 13 14 1 5 16 20 21 22 23 2 7 28 29 3 0 07 /04/22 ........... Independence Day 0 1 /16/23 ........... Dr . Martin L Ki ng Jr. Bi rthday 08/15/22 ........... Fir,;t Day of Inst ruction 02/20/23. . . . . . . . . . Pr esidents' Day FR ' 2 9 1 6 23 30 09/02/22 .....•..... Admissi on Day 03/31/23 ........... Cesar E. Chavez Birthday Observed 09/05/22 ........... Labor Day 11/11/22 ........... Veterans Day 11/24 • 11/25/22 .... Thanksgiving Hol iday 12/19/22 • 01/06/23. W i n t er Recess 01/09/23 ........... Second Semester Begins First Day/Last Day of Instruction Legal/Local Holidays 04/03 • 04/07 /23 . . . . Spring Recess 04/24/23 ........... Armenian Genocide Observed 05/29/23 ........... Memorial Day 06/15/23 ........... Last Day of Inst ruction 06/19/23 ........... Juneteenth Hol iday Instructi onal Days Fall Semester ..... . 78 School Recess Spring Semester ........... ...,!lg_ Unassigned Day (no school) Pupil Free Days • Second Semester Begins Instructi onal Days Optional Professional Development Days (no school) Acceleration Days • Scheduled Pupil Free Days are Friday, August 12, 2022, and Friday, June 16, 2023. Total..... . .....•.... 180 •• I f a school selects Monday, January 9, 2023, a.s a Pupil Free Day, then frktay, June 16, 2023, becomes an lnstructlonal Day. C-28 AMENDMENT NO. 2 TO AMENDED AND RESTATED PUBLIC WORKS AGREEMENT This SECOND AMENDMENT TO THE AMENDED AND RESTATED PUBLIC WORKS AGREEMENT ("Amendment No. 2") is made and entered into on _____ , 2022, by and between the CITY OF RANCHO PALOS VERDES, a municipal corporation (herein "City") and ECONOLITE SYSTEMS , INC., a California Corporation (herein "Contractor"). RECITALS A. City and Contractor entered into an Amended and Restated Agreement for traffic signal maintenance (the "Agreement") on October 22, 2018 for a Contract Sum of $619,779, with a Term ending June 30, 2021, with two optional one-year extensions. B. City and Contractor entered into Amendment No. I to the Agreement on July I, 2022, to correct a discrepancy in the Contract Sum, extend the agreement through June 30, 2022, and add two more traffic light locations for maintenance to the Scope of Work. Amendment No. I increased the Contract Sum to $753,519 . D. City and Contractor now wish to amend the Agreement in order to extend the Term until June 30, 2023, and to increase the Contract Sum through FY 2022-23 for an additional compensation of $132,706, for a total Contract Sum of $886,225. TERMS I. Contract Changes. The Agreement is amended as provided herein. Deleted text is indicated in strikethro ug h and added text in bold italics. a. Section 2.1, "Contract Sum," is hereby amended to read: "Subject to any limitations set forth in this Agreement, City agrees to pay Contractor 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 $886,225 (Eight Hundred Eighty Six Thousand Two Hundred Twenty Five Dollars)$753,519 (S0 1,0R MHRdred Fifty Three ThoHsaRd Five MHRdFed }JiR0t00R Dollars) (the "Contract Sum"), unless additional compensation is approved pursuant to Section 1.10. V. A. b. Section Vas attached hereto is added to Exhibit "C-1". BID SCHEDULE FY 2022-23 Routine Monthly Maintenance D-1 Total Item Unit Price Total Monthly Annual No. Description Quantity per Month Cost Cost 1 Routine Monthly Maintenance -Signal 17 $104 .54 $1,777.18 $21,326.16 2 Routine Monthly Maintenance -Flashing Beacon 5 $48 .01 $240 .03 $2,880.38 3 Routine Monthly Maintenance -Safety Lighting 2 $48.01 $96.01 $1,152.15 4 LED Pedestrian Crossing (Rapid Flash) 1 $48 .01 $48.01 $576.08 Subtotal Schedule of Compensation Part One Routine Monthly Maintenance $2,161.23 $25,934.76 B. Extraordinary Services Item No. Description Unit Price Quantity Extension 1 Field Technician•• $180 .28 200 $36,056.80 2 Field Technician OT Rate•• $231.49 20 $4,629 .87 3 Field Technician Sunday & Holiday Rate•• $291 .08 20 $5,821.50 4 Bucket Truck-$36.28 200 $7,255 .04 5 Replace Circular Loop Detector $760 .61 50 $38,030 .72 6 Paint Controller Cabinet $667.80 15 $10,017.07 7 Paint Signal Display $99.21 50 $4,960 .28 Subtotal Schedule of Compensation Part Two -Extraordinary Maintenance $106,771.29 C. Additional Items (on an as-needed basis only): Item No. Description Unit Price Quantity Extension 1 Large Bucket Truck** $33.66 1 $33.66 2 Utility Truck** $33.66 1 $33.66 3 Dump Trailer•• $38 .16 1 $38.16 4 Crane*,** $101.00 1 $101 .00 5 Paint Truck/Rig** $23.56 1 $23.56 6 Arrow Board** $11.22 1 $11 .22 7 Compressor** $16.84 1 $16.84 8 Concrete saw•• $39 .28 1 $39.28 9 Regular van/truck** $12.34 1 $12 .34 10 Equipment Trailer** $19.08 1 $19.08 11 332L Cabinet (8-10 wks delivery)*** $8,277.38 1 $8,277.38 12 332L Cabinet (1-2 day delivery)*** $10,757.48 1 $10,757.48 13 If ype II electrical service*** $1,351.66 1 $1,351 .66 14 !Type 111 electrical service*** $1,965.49 1 $1,965.49 15 W6 Pull box**** $1,954.91 1 $1,954 .91 16 Countdown Ped Head kit**** $225 .70 1 $225.70 17 Pedestrian push button with ADA push button-$150.41 1 $150.41 18 LED Safety Light**** $529.69 1 $529 .69 19 LED Red Ball**** $120.34 1 $120 .34 20 LED Green Ball**** $121.02 1 $121 .02 21 LED Yellow Ball**** $113 .21 1 $113 .21 0120 3.0006/718119.4 -2- D-2 22 LED Red Arra~•• $111.47 1 $111.47 23 LED Green Arrow-••• $111.47 1 $111.47 24 LED Yellow Arrow-••• $118.42 1 $118.42 26 Paint/Prime Electrical Service Cabinet•-• $315.94 1 $315.94 27 Paint/Prime Vehicular Signal Head .... $95.63 1 $95.63 28 Paint/Prime Pedestrian Signal Head .... $94.98 1 $94.98 29 USA Callout .. $168.31 1 $168.31 30 TSE Apprentice (Straight Time Rater $118.62 1 $118.62 31 TSE Apprentice (Overtime Rate) .. $177.94 1 $177.94 32 TSE Apprentice (Double Time Rate) .. $237.23 1 $237.23 33 Cabinet Testing $1,346.49 1 $1,346.49 * 4-hour Minimum ** Hourly rate -Portal to Portal *** Cost of unit only, does not include labor to install, modification or installation of foundation or any rework **** When scheduled during normal working hours NOTE: When needed material is not shown/reflected in this agreement, Consultant will obtain it's approval in advance of any work. read: c. Section VI of Exhibit "C" Schedule of Compensation is amended to "VI. The total compensation for the full term of the Amended & Restated Agreement shall not exceed $753,519 $886,225, as provided in Section 2.1 of the Agreement." 2. Continuing Effect of Agreement. Except as amended by Amendments No. 1 and No. 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 Amendment No. 2. 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. 01203.0006/718119.4 -3- D-3 4. Adequate Consideration. The parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment. 5. Authority. The persons executing this 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 No . 2, and (iv) the entering into this Amendment No. 2 does not violate any provision of any other agreement to which said party is bound. [SIGNATURES ON FOLLOWING PAGE] 01203 .0006/718119.4 -4- D-4 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written. ATTEST: Teresa Takaoka, City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP William W. Wynder, City Attorney CITY: CITY OF RANCHO PALOS VERDES, a municipal corporation David L. Bradley, Mayor CONTRACTOR: ECONOLITE SYSTEMS, INC., a California corporation By: 'l&G3� Title: Sr Vice President B y: ______________ _ Name: Craig Christensen Title: Vice President, Finance & Corporate Controller, Assistant Secretary Address: 1250 N. Tustin Avenue Anaheim, CA 92807 Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY. 01203.0006/718119.4 -5- • D-5 NOTARIAL 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 MICHIGAN ) coUNTY oF G::rand1r£A\fei'% On !i /41; b DJ.Jb efore me, k'a+beri ne. A ( r ti( ~\N otary Public, personally appeared Kirk T. Steudle 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 PENALTY OF PERJURY under the laws of the State of Michigan that the foregoing paragraph is true and correct. WITNESS my hand and Official seal. (Seal) ~a.f~ N ota ry Public KATHERINE A PARVEL Notary Public, State of Michigan Coun!y ?f Grand Traverse My Comm,ss,on Expires 12-29-2026 D-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 (Yl g~ a, t+~ 2022 before me, f'ltliSSA. ~II( Is e., , personally appeared c,1) C~rl~i'HLQ , proved to me on the basis o: satisfactory evidence to be the person(s) whose names(s) is/are subsibed 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 California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: 1}1J~P/itt lv ~ ~-----·······~ .. ' , MELISSA WILSON : s """~ '""" -""""" •. i _ _, ~ Orange County !: ~ ~ .. , Commission# 2354399 f u ;:..;;;o••'• My Comm. Explr~ Apr 14, 20~ 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. □ □ CAP A CITY CLAIMED BY SIGNER INDIVIDUAL CORPORA TE OFFICER TITLE(S) PARTNER(S) 0 LIMITED 0 GENERAL ATTORNEY-IN-FACT TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER □ □ □ □ □ ------------ SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) 01203.0006/718119.4 -6- DESCRIPTION OF ATTACHED DOCUMENT ) n d ,4-vrle11t! men+ -G1ty of PJ v5 ve , J..i s TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DATE OF DOCUMENT SIGNER(S) OTHER THAN NAMED ABOVE D-7 AMENDMENT NO. 3 TO AGREEMENT FOR CONTRACTUAL SERVICES THIS AMENDMENT TO THE AGREEMENT FOR CONTRACTUAL SERVICES (“Amendment No. 3”) by and between the CITY OF RANCHO PALOS VERDES (“City”) and SCA of CA, LLC, a California limited liability company (“Contractor”) is effective as of , 2022. RECITALS A. City and Cleanstreet, LLC (Cleanstreet) entered into that certain Agreement for Professional Services dated June 21, 2016 (“Agreement”) whereby Contractor agreed to provide street sweeping and bus stop/shelter cleaning services (the “Services”) until June 20, 2020, for a Contract Sum of $960,000. The Agreement provided that the Term may be extended up to three additional years at the City’s discretion. B. City and Cleanstreet entered into Amendment No. 1 to the Agreement, dated March 17, 2020, to extend the Term of the Agreement by one year, until June 30, 2021, and to increase the Contract Sum by $240,000 to $1,200,000. C. City and Cleanstreet entered into Amendment No. 2 to the Agreement, dated June 15, 2021 to extend the Term of the Agreement by one additional year through June 30, 2022, and to increase the Contract Sum by $250,000 to $1,450,000. D. Effective February 26, 2021, Cleanstreet changed its name to SCA of CA, LLC, a California limited liability company. E. City and Contractor now desire to extend the Term of the Agreement by one additional year through June 30, 2023, and to increase the Contract Sum by $260,000 to $1,710,000. TERMS 1. Contract Changes. The Agreement is amended as provided herein. Deleted text is indicated in strikethrough and added text in bold italics. a. [Section 2.1, Contract Sum, is amended to read: “Subject to any limitations set forth in this Agreement, City agrees to pay Contractor 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 $1,710,000 (One Million Seven Hundred Ten Thousand Dollars and Zero Cents)$1,450,000 (One Million Four Hundred Fifty Thousand Dollars) (the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.8” E-1 01203.0006/794864.2 -2- b. Section 3.4, Term, is amended to read: “Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding June 30, 20222023, except as otherwise provided in the Schedule of Performance (Exhibit “D”).” c. Section I of Exhibit “C” Schedule of Compensation Amendment No. 2 is amended to include: COMPENSATION FOR FISCAL YEAR 2022-23 SCHEDULED SWEEPING Description Amt/Month Amt/Year Item 1 – Residential Sweeping (Twice Monthly) $13,695 $164,315 Item 2 – Non-Residential Sweeping (Twice Monthly) $2,538 $30,455 Item 3 – Western Avenue (Weekly) $240 (per week) $12,480 Item 4 – Parking Lots and Scenic Turnouts (Twice Monthly) $374 $4,488 Item 5 – NPDES Sweep (Once Annually) Non-Residential $2,030 Total $213,768 OPTIONAL SWEEPING ITEMS Services to commence, or once commenced end, given a 30-day notice by the City to Vendor: Description Additional Amount per year (28 Additional Sweeps) Item 12- Additional Weekly Sweeping of PVDS and medians (from City border with San Pedro to City border with PVE. (28 additional sweeps a year, for a grand total of 52 sweeps a year) $13,092.80/yr. or $467.60 per additional week Item 13- Additional Weekly Sweeping of PVDE and medians (from PVDS to City border with RHE). (28 additional sweeps a year, for a grand total of 52 sweeps a year) $8,456.00/yr. or $302.00 per additional week E-2 01203.0006/794864.2 -3- OPTIONAL ADDITIONAL AS-NEEDED SWEEPING Description Amt/Curb Mile Amt/Hour Item 6 – Additional/New Location Sweep $25.64 Item 7 – Extra Sweeping (2-Hour Response) $112.15 Item 8 – Extra Sweeping (Next Business Day) $106.81 Item 9 – Alternative Sweeping for Heavy Sediment $48.07 SCHEDULED BUS STOP/SHELTER CLEANING Total cost to clean all bus stops and bus shelters. Description Amt/Month Amt/Year Item 10 – Weekly Cleaning of All Bus Stops/Shelters $2,310 $27,720 OPTIONAL ADDITIONAL BUS SHELTER CLEANING Total cost to clean all bus shelters an addition time. Description Amt/Month Item 11 – Additional Once-Monthly Cleaning of All Bus Shelters $385 d. Section I of Exhibit “D” Schedule of Performance Amendment No. 2, is amended to read: “Unless earlier terminated in accordance with Article 7 of this Agreement, the term of this Agreement shall be July 1, 2016, to June 30, 20222023.” 2. Continuing Effect of Agreement. Except as amended by Amendments Nos. 1, 2 and 3, all provisions of the Agreement shall remain unchanged and in full force and effect. From and after the date of this Amendment No. 3, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement, as amended by Amendments No. 1, 2, and 3 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. E-3 01203.0006/794864.2 -4- Contractor represents and warrants to City that, as of the date of this Amendment No. 3, 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. 4. Adequate Consideration. The parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment. 5. Authority. The persons executing this Amendment No. 3 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. 3 on behalf of said party, (iii) by so executing this Amendment, such party is formally bound to the provisions of this Amendment No. 3, and (iv) the entering into this Amendment No. 3 does not violate any provision of any other agreement to which said party is bound. [SIGNATURES ON FOLLOWING PAGE] E-4 01203.0006/794864.2 -5- 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 L. Bradley, Mayor ATTEST: _________________________________ Teresa Takaoka, City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP _________________________________ William W. Wynder, City Attorney CONTRACTOR: SCA of CA, LLC a California limited liability company By: ________________________________ Name: Title: Address: 1937 W. 169th Street Gardena, CA 90247 ______________________________ 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. E-5 01203.0006/794864.2 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. □ □ □ □ □ □ □ □ □ E-6 AMENDMENT NO. 3 TO AGREEMENT FOR PROFESSIONAL SERVICES THIS AMENDMENT TO THE AGREEMENT FOR PROFESSIONAL SERVICES (“Amendment No. 3”) by and between the CITY OF RANCHO PALOS VERDES (“City”) and FIRE GRAZERS, INC., a California corporation (“Consultant”) is effective as of June 21, 2022. RECITALS A. On September 17, 2019, City and Consultant entered into that certain Agreement for Professional Services (the “Agreement”) for fuel modification using goats (the “Services”) for a 3-year Term, for a Contract Sum of $450,000. The Agreement provided for two additional one-year extensions at the City’s discretion. B. On February 4, 2020, City and Consultant entered into an amendment to the Agreement (“Amendment No. 1)” to include additional areas for fuel modification, increasing the annual compensation by $43,815 (from 150,000 to $193,815), and increasing the Contract Sum to $581,445. C. On May 4, 2021, City and Consultant entered into a second amendment to the Agreement (“Amendment No. 2”) to include additional areas for fuel modification, increasing the annual compensation by $82,563 (from $193,815 to $276,378) for the remaining 2 years of the Term, and increasing the Contract Sum from $581,445 to $746,571. D. City and Consultant now desire to amend the Agreement to exercise the first of the two one-year extensions through September 16, 2023, and to increase compensation by $295,917, for a new Contract Sum of $1,042,488. TERMS 1. Contract Changes. The Agreement is amended as provided herein. Deleted text is indicated in strikethrough and added text in bold italics. a. Section 2.1, Contract Sum, is amended to read: “Subject to any limitation 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 $746,571 (Seven Hundred Forty Six Thousand Three Hundred Seventy Eight Dollars) $1,042,488 (One Million Forty Two Thousand Four Hundred Eighty Eight Dollars) (the “Contract Sum”) unless additional compensation is approved pursuant to Section 1.9.” b. Exhibit “C”, Schedule of Compensation – Amendment No. 2, is replaced with Exhibit “C”, Schedule of Compensation – Amendment No. 3, attached hereto and incorporated by reference F-1 01203.0006/796305.2 -2- c. Exhibit “D”, Schedule of Performance – Amendment No. 2, is replaced with Exhibit “D”, Schedule of Performance – Amendment No. 3, attached hereto and incorporated by reference 2. Continuing Effect of Agreement. Except as amended by Amendment Nos. 1 through 3, all provisions of the Agreement shall remain unchanged and in full force and effect. From and after the date of this Amendment No. 3, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement, as amended by Amendment Nos. 1 through 3 to the Agreement. 3. Affirmation of Agreement; Warranty Re Absence of Defaults. City and Consultant each ratify and reaffirm each and every one of the respective rights and obligations arising under the Agreement. Each party represents and warrants to the other that there have been no written or oral modifications to the Agreement other than as provided herein. Each party represents and warrants to the other that the Agreement is currently an effective, valid, and binding obligation. Consultant represents and warrants to City that, as of the date of this Amendment No. 3, City is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement. City represents and warrants to Consultant that, as of the date of this Amendment No. 3, Consultant is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement. 4. Adequate Consideration. The parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 3. 5. Authority. The persons executing this Amendment No. 3 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. 3 on behalf of said party, (iii) by so executing this Amendment No. 3 , such party is formally bound to the provisions of this Amendment No. 3 , and (iv) the entering into this Amendment No. 3 does not violate any provision of any other agreement to which said party is bound. [SIGNATURES ON FOLLOWING PAGE] F-2 01203.0006/796305.2 -3- 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 L. Bradley, Mayor ATTEST: _________________________________ Teresa Takaoka, City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP _________________________________ William W. Wynder, City Attorney CONSULTANT: FIRE GRAZERS, INC. By: ________________________________ Name: Michael Choi Title: Chief Executive Officer By: ________________________________ Name: Aaron Choi Title: Secretary Address: 4107 Triangle Road Mariposa, California 95338 Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT’S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT’S BUSINESS ENTITY. F-3 01203.0006/796305.2 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. □ □ □ □ □ □ □ □ □ F-4 01203.0006/796305.2 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 paragra ph 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. □ □ □ □ □ □ □ □ □ F-5 EXHIBIT “C” 01203.0006/796305.2 C-6 SCHEDULE OF COMPENSATION – Amendment No. 3 I. Consultant shall perform Fuel Modification by Grazing at the following rates: Fuel Mod Zone Area Description Est. Acreage Year 1 (2020) Year 2 (2021) Year 3 (2022) Year 4 (2023) 17 Point Vicente Interpretive Center 2.5 $3,120 $3,120 $3,120 $3,401 by 17 Point Vicente Interpretive Center N/A $6,850 $6,850 $6,850 $7,467 21 Alta Vicente Reserve (City Hall) 13.5 $7,830 $7,830 $7,830 $8,535 11 Three Sisters Reserve 5.1 $6,375 $6,375 $6,375 $6,949 9 Tarragon 1.3 $2,255 $2,255 $2,255 $2,458 10 Abalone Cove Shoreline Park 1.8 $3,223 $3,223 $3,223 $3,513 70 Filiorum Reserve (Upper) 4.2 $5,670 $5,670 $5,670 $6,180 78 Portuguese Bend Reserve 5.2 $6,240 $6,240 $6,240 $6,802 77 Peppertree Road 2.2 $2,860 $2,860 $2,860 $3,117 81 Forrestal Nature Reserve 5.4 $8,350 $8,350 $8,350 $9,102 20 Alta Vicente Reserve 4.0 $4,690 $4,690 $4,690 $5,112 63 Vista Del Norte Reserve 0.4 $1,350 $1,350 $1,350 $1,472 64 Vista Del Norte Reserve 1.2 $1,850 $1,850 $1,850 $2,017 66 Vista Del Norte Reserve 2.6 $3,510 $3,510 $3,510 $3,826 73 Filiorum Reserve (Upper) 14.2 $20,977 $20,977 $20,977 $22,865 28 Filiorum Reserve 7.1 $3,400 $3,400 $3,400 $3,706 13 Filiorum Reserve (Del Cerro Park) 2.6 $4,100 $4,100 $4,100 $4,469 82 San Ramone Reserve 2.5 $3,705 $3,705 $3,705 $4,038 86 San Ramone Reserve 2.2 $2,870 $2,870 $2,870 $3,128 84 San Ramone Reserve 0.9 $2,300 $2,300 $2,300 $2,507 31 Ocean Trails Reserve 2.6 $3,510 $3,510 $3,510 Not included 92 Ocean Trails Reserve 1.1 $1,650 $1,650 $1,650 Not included 91 Ocean Trails Reserve 7.0 $9,100 $9,100 $9,100 $9,919 15 Aqua Armaga Canyon 7.2 $12,900 $12,900 $12,900 $14,061 58 Grandview Park #1 1.4 $2,100 $2,100 $2,100 $2,289 59 Grandview Park #2 8.1 $10,530 $10,530 $10,530 $11,478 1 by the Three Sisters Reserve 1.7 Not included $2,550 $2,550 $2,780 2 by the Filiorum Reserve 6.25 Not included $11,562 $11,562 $12,603 12 Malaga Canyon Reserve 24.02 Not included $44,457 $44,457 $48,458 60 Malaga Canyon Reserve 7.92 Not included $44,457 $44,457 $15,971 61 Malaga Canyon Reserve 5.05 Not included $9,342 $9,342 $10,472 TBD Sites To Be Determined TBD $20,000* $20,000* $20,000* $21,800* TBD Revisiting sites due to regrowth TBD $32,500** $32,500** $32,500** $35,425** Not to exceed $193,815 Not to exceed $276,378 Not to exceed $276,378 Not to exceed $295,917 F-6 EXHIBIT “C” 01203.0006/796305.2 C-7 * $21,800 is budgeted in 2023 for additional sites for Fuel Modification if directed by the City. This will be billed at a rate of $1,471.50/acre plus $1,199 transportation cost per individual site. ** $35,425 is budgeted for revisiting sites to clear regrowth of brush if directed by the City. This will be billed at a rate 75% of the original site cost. 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. The Contract Sum includes contingency funds; Services required by City may be below the amount provided for in the Agreement. IV. The City will compensate Consultant for the Services performed upon submission of a valid invoice. Each invoice is to include: Line items for each location serviced and completed weekly reports. V. The total compensation for the Services shall not exceed the amount provided in Section 2.1 of this Agreement. VI. The Consultant’s billing rates for all personnel are attached as Exhibit C-1. NOT APPLICABLE F-7 EXHIBIT “D” 01203.0006/796305.2 D-1 SCHEDULE OF PERFORMANCE – Amendment No. 3 I. Unless earlier terminated in accordance with Article 7 of this Agreement, the term of this Agreement shall be extended an additional year to September 16, 2023. The term of this Agreement may be extended up to one more additional year, by exercising the second of the two one-year options, based on Consultant performance and mutual consent. II. Consultant shall perform all services timely in accordance with the following anticipated schedule in “Exhibit D-1” of this Agreement. III. Consultant shall deliver activity reports in accordance with Exhibit “A”, Section III of this Agreement. IV. The Contract Officer may approve extensions for performance of the services in accordance with Section 3.2. F-8 EXHIBIT “D” 01203.0006/796305.2 D-2 EXHIBIT “D-1” – Amendment No. 3 Fire Grazing Plan Fuel Mod Zone Area Description 2020 2021 2022 2023 by 9 Point Vicente Interpretive Center 3/29 - 4/5 March/April* March/April* April-June* 9 Point Vicente Interpretive Center 4/6 – 4/7 April* April* Apr-June* 38 Three Sisters Reserve 4/8 April* April* April-June* 39 Three Sisters Reserve 4/9 – 4/10 April* April* April-June* 41 Abalone Cove Shoreline Park 4/11 April* April* April-June* 34 Filiorum Reserve 4/12 April* April* April-June* 35 Filiorum Reserve 4/13 April* April* April-June* 36 Portuguese Bend Reserve 4/14 April* April* April-June* 25 Forrestal Nature Reserve 4/15 – 4/18 April* April* April-June* 26 Forrestal Nature Reserve 4/19 April* April* April-June* 10 Alta Vicente Reserve 4/20 – 4/21 April* April* April-June* 11 Alta Vicente Reserve 4/22 – 4/23 April* April* April-June* 15 Vista Del Norte Reserve 4/24 April* April* April-June* 16 Vista Del Norte Reserve 4/25 April* April* April-June* 40 Filiorum Reserve 3/29 – 4/10 March/April* March/April* April-June* 33 Filiorum Reserve 4/11 – 4/13 April* April* April-June* 43 Filiorum Reserve (Del Cerro Park) 4/14 – 4/15 April* April* April-June* 27 Forrestal Nature Reserve 4/16 – 4/17 April* April* April-June* 19 San Ramone Reserve 4/18 April* April* April-June* 20 San Ramone Reserve 4/19 April* April* April-June* 21 San Ramone Reserve 4/20 April* April* April-June* 18 Ocean Trails Reserve 4/21 – 4/23 April* April* April-June* 5 Aqua Armaga Canyon 4/24 April* April* April-June* 6 Aqua Armaga Canyon 4/25 April* April* April-June* 8 Aqua Armaga Canyon 4/26 April* April* April-June* TBD Sites To Be Determined TBD TBD TBD TBD TBD Revisiting sites due to regrowth TBD TBD TBD TBD * Approximate dates are tentative only and subject to change dependent on the grazing season F-9 AMENDMENT NO.1 TO AGREEMENT FOR CONTRACTUAL SERVICES This AMENDMENT NO. 1 to the December 21, 2021 AGREEMENT FOR CONTRACT SERVICES by and between the CITY OF RANCHO PALOS VERDES, a general law city & municipal corporation ("City'') and JOHN L. HUNTER & ASSOCIATES, INC., a California corporation ("Consultant"), is effective as of July I, 2022. RECITALS A. City and Cosultant entered into an Agreement for Contractual Services dated December 21 , 2021 ("Agreement") whereby Consultant agreed to provide consulting services related to complying with stonnwater quality regulations and laws (the "Services") for a term of 1 year ending December 20, 2022, with a maximum Contract Sum of $200,000, with the option to extend the agreement 3 additional years. B . Based on the continuing need for Services, by this Amendment No. I to the Agreement, City and Consultant agree to extend the Agreement by six months through June 30, 2023. Compensation shall not exceed $100,000 during the period of January 1, 2022 to June 30, 2022 and not exceed $200,000 during FY 2022-23, for a total Contract Sum of $300,000. TERMS 1. Contract Chanaes. The Agreement, as amended, is further amended as provided hereinafter. (Deleted text is indicated in !HFtiEetefeYgh & 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 herein by this reference, The total compensation including reimbursement for actual expenses, shall not exceed Sl00,980 (Twe B&Bd:Petl T1leu9aad: DellaFS} $300,000 (Three Hundred Thousand Dollars) (the "Contract Sum"), unless additional compensation is approved pursuant to Section 1.9." Compen,ationfor FY 21- 23 sholl not exceed $100,000 (Two Hundred Thousand Dollars). ABBQ&l eelBJ)easatie11 shel,.l Bet &Meeed $200,000 (TT.ve HUBEk:ee Theused Dell~. b. Section 3.4, Term is hereby amended to read: "3.4 Term Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect lllltil completion of the services but not exceeding eee (1) free the eate hm:eef, June 30, 1023, except as otherwise provided in the schedule o f Performance (Exhibit "D") The City may, in its discretion, extend the Tenn by three additional one-year terms". 2 . Continuing Effect of Agreement. Except as amended by Amendment s No. 1, all provisions of the Agreement shall remain unchanged and in full force and effect. From and after 01203.0006/796717. I G-1 the date of this Amendment No. 1, whenever the term "Agreement;' appears in the Agreement, it shall mean the Agreement, as amended by Amendments No. 1 to the Agreement 3. Affirmation of Agreement; Warranty Re Absence of Defaults. City and Consultant each ratify and reaffirm each 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 effectivey valid, and binding obligation. Consultant represents and warrants to City that, as of the date of this Amendment No. 1, City is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement. City represents and warrants to Consultant that, as of the date of this Amendment No. 1, Consultant is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement. 4 . Adequate Consideration. The parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 1. 5. Authority. The persons executing this Amendment No. 1 on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment No. 1 on behalf of said party, (iii) by so executing this Amendment No. 1, such party is formally bound to the provisions of this Amendment No. l, and (iv) the entering into this Amendment No. 1 does not violate any provision of any other agreement to which said party is bound. [SIGNATURES ON FOLLOWING PAGE} 0 l 203.0006/796717 .I -2- G-2 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written. ATI'EST: Teresa Takaoka, City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP William W. Wynder, City Attorney CITY: CITY OF RANCHO PALOS VERDES, a municipal corporation David L. Bradley, Mayor CONSULTANT: HAROLD JOHN L. HUNTER & ASSOCIATES, INC., a California corporation By: ~lr£&£k Ti e: President e: Jillian Brickey itle: Seceratary Address: 6131 Orangethorpe Avenue Suite 300 Buena Park, CA 90620 Two corporate officer li&naturea required when Consultant is a corporation, with one signature required from eacb oftbe following groups: 1) Chairman oftbe Board, President or any Vice President; and 2) Secretary, any AISlsta.nt Secretary, Chief FlnaacJal O.fflcer or any Assistant Treuurer. CONSULTANT'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE AITESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY, 01203.0006/796717.1 -3- G-3 01203.0006/795378.2 AMENDMENT NO. 5 TO AGREEMENT FOR CONTRACTUAL SERVICES THIS AMENDMENT NO. 5 TO THE AGREEMENT FOR CONTRACTUAL SERVICES (“Amendment No. 5”) by and between the CITY OF RANCHO PALOS VERDES, a California municipal corporation (“City”) and MICHAEL BAKER INTERNATIONAL, INC., a Pennsylvania corporation (“Consultant”) is effective as of __________, 2022. RECITALS A. City and Consultant entered into that certain Agreement for Contractual Services dated October 2, 2018, terminating on June 30, 2019 (“Agreement”) whereby Consultant agreed to provide administrative services for the City’s Community Development Block Grant program (the “Services”) for one year, for a Contract Sum of $65,671.60. B. On July 1, 2019, City and Consultant entered into Amendment No. 1 to the Agreement in order to extend the Term of the Agreement through June 30, 2020 and increase the Contract Sum by $35,000 to $100,671.60. C. On July 21, 2020, City and Consultant entered into Amendment No. 2 to the Agreement in order to extend the Term of the Agreement through June 30, 2021 and increase the Contract Sum by $30,000 to $130,671.60. D. On October 6, 2020, City and Consultant entered into Amendment No. 3 to the Agreement in order to increase the Contract Sum by $6,500 to $137,171.60 and add administrative services for the City’s Community Development Block Grant CARES Act programs to the Scope of Services. E. On June 15, 2021, City and Consultant entered into Amendment No. 4 to the Agreement to extend the Term through June 30, 2022 and increase the Contract Sum by $25,000 to $162,171.60. F. City and Consultant now desire to further amend the Agreement, as amended, to extend the Term of the Agreement through June 30, 2023, and increase the Contract Sum by $35,000 to $197,171.60. The additional compensation includes $30,000 for CDBG Administration and Labor Compliance Services and $5,000 for CDBG-CV Senior Activities. TERMS 1. Contract Changes. The Agreement is amended as provided herein. Deleted text is indicated in strikethrough and added text in bold italics. “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 $197,171.60 (One Hundred Ninety Seven Thousand One Hundred Seventy One H-1 01203.0006/795378.2 -2- Dollars and Sixty Cents) $162,171.60 (One Hundred Sixty-Two Thousand One Hundred Seventy-One Dollars and Sixty Cents) (the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.9.” a. Section 3.4, Term, is hereby amended to read: “3.4 Term. Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect from October 2, 2018, through June 30, 2023 June 30, 2022, except as otherwise provided in the Schedule of Performance (Exhibit “ D”). The City may, in its sole discretion, extend the Term up to one( 1) additional one- year terms” b. Section I of Exhibit “A” Scope of Services, is hereby amended to read: “I. Consultant shall provide administrative services and labor compliance for the City’s Community Development Block Grant (CDBG) program and administrative services for the City’s Community Development Block Grant CARES Act (CDBG-CV) programs (the “Services”), as follows: A. Provide technical assistance for the administration and implementation of the City’s Community Development Block Grant (CDBG) and Community Development Block Grant CARES Act (CDBG-CV) programs and projects. B. Prepare online “Agreements to Implement” annual CDBG and CDBG-CV programs and projects with the Community Development Commission of the County of Los Angeles (LACDC) and Los Angeles County Development Authority (LACDA), including project descriptions and budgets. C. Prepare and process amendments to the “Agreements to Implement” for ongoing programs and projects. D. Coordinate with City staff to gather all necessary documentation for LACDC and LACDA program monitoring and for audit preparation. E. Prepare LACDC, LACDA, and U.S. Department of Housing and Urban Development (HUD) reports and documents. F. Provide CDBG and CDBG-CV financial management assistance. G. Provide Davis-Bacon Act (prevailing wages) and HUD Section 3 monitoring for construction projects. H. Act as the City’s liaison and representative to the LACDC and LACDA. I. Ensure compliance with all applicable federal, State, and local laws, rules, regulations, and policies. H-2 01203.0006/795378.2 -3- J. Review project specifications to ensure all County required provisions are included. K. Attend pre-bid conferences, bid openings, and other meetings when required for the performance of the Services herein. L. Conduct employee interviews as required. Check Certified Payroll as required. Scope of Services FY 2022-23 For Fiscal Year 2022-23, Consultant shall provide the following administrative and labor compliance services for the City’s Community Development Block Grant (CDBG) program and Community Development Block Grant- CARES Act (CDBG-CV): CDBG GENERAL PROGRAM ADMINISTRATION = $3,000 • Serve as the Primary Contact for LACDA • Provide program updates to City staff • Monitor program expenditures and expenditure requirements • Provide regular updates to LACDA Contract Manager • Attend LACDA Cities Highlights and Training Meetings • Attend other LACDA Meeting and Trainings as needed • Review all LACDA Bulletins and Electronic Distribution List items • Update LACDA Authorization Screens as needed • Train City staff on LACDA online systems and processes PROJECT SETUP / PLANNING SUMMARY PROCESS = $4,877 • Complete Planning Summary Training • Meet with staff to review proposed projects • Draft Staff Report • Draft Notice of Public Hearing • Draft Resolution • Conduct Public Hearing for FY 2022-23 Project(s) • Complete Environmental Service Request • Complete Online Planning Summary • Process Cooperation Agreement H-3 01203.0006/795378.2 -4- • Process Reimbursable Agreement • Process Agreement To Implement REPORTING = $2,500 • Complete Quarterly Performance Report Training • 1st Quarterly Performance Report • 2nd Quarterly Performance Report • 3rd Quarterly Performance Report • 4th Quarterly Performance Report • Annual Summary • Semi-Annual Labor Standards Enforcement Reports • Contract/Subcontract Activity Reports • Annual Single Audit Certification • Submit Single Audit Report To LACDA FUNDING REQUESTS = $5,040 • Review backup for draft Funding Requests • Draft and Submit Monthly Funding Requests • Coordinate between LACDA and City staff on any Funding Request matters • Fiscal Year Closeout AUDITS AND MONITORING = $2,500 • Assist staff Annual City Audit CDBG matters • LACDA In-Progress Monitoring • LACDA Programmatic Monitoring • LACDA Financial Monitoring LABOR COMPLIANCE = $11,770 • Update staff on Labor Compliance Requirements • Review Draft Bid Documents • Preparation Final Bid Documents for LACDA review • Confirm LACDA approval of Bid Documents • Attend Pre-Bid Meeting H-4 01203.0006/795378.2 -5- • Attend Pre-Construction Meeting • Document the posting of required notices at work site • Conduct Employee Interviews • Review Certified Payroll for contractors and subcontractors • Prepare all documents for Labor Compliance File Review • Conduct Labor Compliance File Review with LACDA staff • Provide final complete project file to City staff CDBG-CV GENERAL PROGRAM ADMINISTRATION = $900 • Serve as the Primary Contact for LACDA • Provide program updates to City staff • Monitor program expenditures and expenditure requirements • Provide regular updates to LACDA Contract Manager • Attend LACDA Cities Highlights and Training Meetings • Attend other LACDA Meeting and Trainings as needed • Review all LACDA Bulletins and Electronic Distribution List items • Update LACDA Authorization Screens as needed • Train City and Public Service Agency staff on LACDA online systems and processes PROJECT SETUP / PLANNING SUMMARY PROCESS = $500 • Complete Planning Summary Training • Meet with staff to review proposed projects • Draft Staff Report • Draft Notice of Public Hearing • Draft Resolution • Conduct Public Hearing • Complete Online Planning Summary • Process Cooperation Agreement • Process Reimbursable Agreement • Process Agreement To Implement H-5 01203.0006/795378.2 -6- REPORTING = $800 • Complete Quarterly Performance Report Training • 1st Quarterly Performance Report • 2nd Quarterly Performance Report • 3rd Quarterly Performance Report • 4th Quarterly Performance Report • Annual Summary FUNDING REQUESTS = $1,680 • Review backup for draft Funding Requests • Draft and Submit Monthly Funding Requests • Coordinate between LACDA and City staff on any Funding Request matters • Fiscal Year Closeout AUDITS AND MONITORING = $1,120 • Assist staff Annual City Audit CDBG-CV matters • LACDA In-Progress Monitoring • LACDA Programmatic Monitoring • LACDA Financial Monitoring c. The following is added to Section I of Exhibit “C” Schedule of Compensation: Compensation for FY 2022-23 Task Cost 1- CDBG Administration and Labor Compliance Services $ 30,000 2- CDBG-CV Senior Activities $ 5,000 Total $ 35,000 H-6 01203.0006/795378.2 -7- 2. Continuing Effect of Agreement. Except as amended by Amendments Nos. 1 through 5, all provisions of the Agreement shall remain unchanged and in full force and effect. From and after the date of this Amendment No. 5, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement, as amended by the Amendments Nos. 1 through 5 to the Agreement. 3. Affirmation of Agreement; Warranty Re Absence of Defaults. City and Consultant each ratify and reaffirm each and every one of the respective rights and obligations arising under the Agreement. Each party represents and warrants to the other that there have been no written or oral modifications to the Agreement other than as provided herein. Each party represents and warrants to the other that the Agreement is currently an effective, valid, and binding obligation. Consultant represents and warrants to City that, as of the date of this Amendment No. 5, City is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement. City represents and warrants to Consultant that, as of the date of this Amendment No. 5, Consultant is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement. 4. Adequate Consideration. The parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 5. 5. Authority. The persons executing this Amendment No. 5 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. 5 on behalf of said party, (iii) by so executing this Amendment No. 5, such party is formally bound to the provisions of this Amendment No. 5, and (iv) the entering into this Amendment No. 5 does not violate any provision of any other agreement to which said party is bound. [SIGNATURES ON FOLLOWING PAGE] RATE SH EET M ichael Ba ker International hourly rates for FY 2022-23 CDBG and CDBG -CV Admini stration . Title Hourly Rate Project Director $260 Project Manager $150 Gr ants Specialist $140 Labor Compliance Manager $165 Labor Standards Compliance Officer $120 H-7 01203.0006/795378.2 -8- 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 L. Bradley, Mayor ATTEST: _________________________________ Teresa Takaoka, City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP _________________________________ William W. Wynder, City Attorney CONSULTANT: MICHAEL BAKER INTERNATIONAL, INC., a Pennsylvania corporation By: ________________________________ Name: Title: Assistant Secretary By: ________________________________ Name: Title: Associate Vice President Address: 3760 Kilroy Airport Way, Suite 270 Long Beach, CA 90806 Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT’S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT’S BUSINESS ENTITY. H-8 01203.0006/795378.2 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. □ □ □ □ □ □ □ □ □ H-9 01203.0006/795378.2 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. □ □ □ □ □ □ □ □ □ H-10 AMENDMENT NO. 1 TO AGREEMENT FOR CONTRACTUAL SERVICES THIS AMENDMENT TO THE AGREEMENT FOR CONTRACTUAL SERVICES ("Amendment No . 2") by and between the CITY OF RANCHO PALOS VERDES ("City ") and SUNBEAM TECHNOLOGIES, INC. dba SUNBEAM CONSULTING, a California corporation ("Consultant") is effective as 03c-~'2 022. RECITALS A. City and Consultant entered into a certain Agreement for Professional Services dated August 17, 2021 ("Agreement") whereby Consultant agreed to provide professional school flagging services (the "Services ") through July 31 , 2022 plus two optional one-year extensions, for a Contract Sum not to exceed of $483 ,210 , with an annual compensation not to exceed $161 ,070. B. City and Consultant now desire to extend the Term of the Agreement by one additional year through July 31 , 2023 , to include the 2023 summer school session. Compensation for the 2022-23 school year shall not exceed $201 ,000 . This includes the option of one more flagger at a school , for approximately one-half of a school year, if needed. The total Contract Sum shall not exceed $523,210. C. Exhibit "D" Schedule of Performance was inadvertently omitted from the Agreement, and is now being reinserted and updated. TERMS 1. Contract Changes. The Agreement is amended as provided here in. (Deleted text is indicated in strikethrough and added text in bold italics .) a. Section 3.4, Term, is amended to read: "Unless earlier terminated in accordance with A11icle 7 of thi s Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding August 17 , ~ July 31, 2023, except as otherwise provided in the Schedule of Performance (Exhibit "D"). The City may , in its sole discretion , extend the Term by one additional one-year term to August 17J uly 31 , 2023." b. The following is ad4ed to Section A of Exhibit "A" Scope of Services: "14. Optional : At the City's sole discretion , another flagger , if needed , may be added at a school , for all or a portion of the school year, at a location to be determined. Consultant will be notified 30 days prior to implementation." c. Section E of Exhibit "A" Scope of Services is amended to read: "A. Consultant will utilize the following personnel to accomplish the Services: I1-1 1. Joe Van der Linden -Flagging Supervisor 2. Curtis Jackson -Principal Flagger 3. Derek Cole Willie Walker-Flagger 4. Donte MorganMarc Reyes-Alt. Flagger" d. Exhibit "D" Amendment No. 1 Schedule of Performance, as attached hereto, is added to the Agreement. 2. Continuing Effect of Agreement. Except as amended by Amendment No. 1, all provisions of the Agreement shall remain unchanged and in full force and effect. From and after the date of this Amendment No. 1, whenever the term "Agreement" appears in the Agreement, it shall mean the Agreement, as amended by Amendment No. 1 to the Agreement. 3. Affirmation of Agreement; Warranty Re Absence of Defaults. City and Consultant each ratify and reaffirm each and every one of the respective rights and obligations arising under the Agreement. Each party represents and warrants to the other that there have been no written or oral modifications to the Agreement other than as provided herein. Each party represents and warrants to the other that the Agreement is currently an effective, valid, and binding obligation. Consultant represents and warrants to City that, as of the date of this Amendment No. 1, City is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement. City represents and warrants to Consultant that, as of the date of this Amendment No. 1, Consultant is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement. 4. Adequate Consideration. The parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment. 5. Authority. The persons executing this Amendment No. 1 on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment No. I on behalf of said party, (iii) by so executing this Amendment No. 1, such party is formally bound to the provisions of this Amendment No. I, and (iv) the entering into this Amendment No. 1 does not violate any provision of any other agreement to which said party is bound. [SIGNATURES ON FOLLOWING PAGE] 01203 0006/7923973 -2- I1-2 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written. ATTEST: Teresa Takaoka, City C lerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP William W. Wynder, City Attorney CITY: CITY OF RANCHO PALOS VERDES, a municipal corporation David Bradley , Mayor CONSULTANT: SUNBEAM SOLAR TECHNOLOGIES , INC. db SUNBEAM CONSULTING , a or ' ration By : By: r-o Q Name: r(\-a.'{\ '(?>('CA.Q.: Title: ~e...t;.\ o...Qi'\..\:: Address: 1817 Josie A venue Long Beach , CA 90815 Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY. 01203 0006/7923973 -3 - I1-3 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. ST A TE OF CALIFORNIA COUNTY or Lg 1:t1~b~ On :!w111e l""J , 2022 before me,.D.J.Lee }J11-w., R.J,/i~personally appeared C.. Sfe/J~Mt , proved to me on the basis of satisfactory evidence to be the I pers01fc!!') whose names(~ is/a.e subscribid to the within instrument and acknowledged to me that he/~y executed the same in his/~ authorized capacity(~), and that by his/~r signaturet'!') on the instrument the person(~), or the entity upon behalf of which the person(~) acted, executed the instrument. I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WlfNESSmy~andz / Signature: __ I_~~-------~-~--~--- OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. □ □ □ □ □ CAPACITY CLAIMED BY SIGNER INDIVIDUAL CORPORATE OFFICER V♦-c~ Pth: Jo,,. t TITLE(S) PARTNER(S) 0 □ ATTORNEY-IN-FACT LIMITED GENERAL TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER ------------- SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) 01203.0006/792397.3 DESCRIPTION OF ATTACHED DOCUMENT 5 NUMBER OF PAGES DATE OF DOCUMENT SIGNER(S) OTHER THAN NAMED ABOVE I1-4 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. ST A TE OF CALIFORNTA COUNTY OF LOS ANGELES On J Uv) <c q, 2022 before me:BtlJ..Cl..¼'iiJ · Czrri//p~rsonally appearedAl4.vt l)ra_t{iveJ,toved to me on the basis of satisfac~zy evidence to be the personZl4 ;,¾~e namescs@-re subscribed to the within in~~nent and acknowledged to me tha~/-She4ttey executed the same in~ei/tlreir authorized capacity~ and that b~lter/theh signature~on the instrument the perso~ or the entity upon behalf of which the person~~cted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoin paragraph is true and correct. BARBARA J. CARRILLO COMM. #2389844 z WITNESS Notary Public,· California ~ Los Angeles County .... M Comm. Ex ires Jan. 8 2026 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 CORPORATE OFFICER □ □ □ □ □ TITLE(S) PARTNER(S) 0 LIMITED 0 GENERAL ATTORNEY-IN-FACT TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER ------------- SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) 01203.0006/792397.3 DESCRIPTION OF ATTACHED DOCUMENT TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DA TE OF DOCUMENT SIGNER(S) OTHER THAN NAMED ABOVE I1-5 EXHIBIT "D" Amendment No. 1 Schedule of Performance I. Consultant shall provide school flagging services from mid-August, 2021, until July 31, 2023. Services shall be provided on every day that appropriate school is in session, unless otherwise directed by City. The PVPUSD 2021-22 and 2022-23 School Year Calendars (including Summer Session/Summer School calendar) are attached hereto in Exhibit D-1, and incorporated by reference. II. The Schedule may be revised by the Contract Officer pursuant to Section 3.2 of this Agreement. 01203 0006/7923973 I1-6 EXHIBIT "D-1" Amendment No. 1 PVPUSD's Regular 2021-22 School Year Calendar PAI.OS VERDES PENINSULA UNIFIED SCHOOL DISTRICT-2©2'.i,-21!}-2 SCHOOL CALENDAR w WE fjj 1 3 s !, @ 15 lfi. 11 FA.il !ll!OISTPJI.Tlt!ll@W#l11S,Willl, -MS \lf',_, -nt-~Jl!lf Mil 114S"',,JST!11ATl!JH@lllll!. l''i!S, l!iS r«tsr t».'f w msnwtTtO!; (M"'""um~......iulofo,~IK4}l • W""-""'<i"I• hJ¥"tl1 LUY f!IA.Y Of CLIJ.SSU "~ fl(.11 ~-~-lofar~T!M}l • 'ft~ . .ff~j, ..%a-.e 0 f;MMJIJAYIO!i .,!!ff-J.:1'£ -SC!lOOI. ~-~......iuloforgrad<Sl4'! • t/ijif~Uf,MeYti-/,G-rDfi ill!MJIJA'l10li ~ -- • 1tu,-....,,...,.,J,Gral2 l'lotl:I,.¼<,!.,. p..,, ___ _ -o!o!Mnr l!IIIW.~ 'lh,•1bg'""'1ll1lr""' IIIM,..,., ZI ,:W,:ltt!1 w.,;,,,,_, 0.-.l>or:K',;!l).21$-borit, ~1 Sr,,~-: Ma1ml8,~1,IDZI 01203.0006/792397.3 August 2~:-t1 12 13 14 1-0 2{j :li zs 21 23 v.ll!Wl llt:MOOL -'flml,l'tITOO©S f,QJ.11'JtTl31'$) ht AMJ~ 2$ //, Qrur...&' Ht , ~~; il&'AIM 'l@, ~/. 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Sep1o..-g &:ii< 1h......irr.~il lll,11:: Th..-..lay,~:M)i!",1,!So"1Wl'HSI 10,12: ·11,lml!l', s.pw..-8'11 l)l~S) ffl18lJll!llm 8mllli( l;ie22 Tlll!lj G,;odasi':,,&: M11>21 •.J<lJ 16 Gm:i"' !l,.U': J1m,ll •-.JWJ,' ~} 1...-.... i-.~·w,::,,21 ln<llliH<ilid"ll !/l1'od•~-• 1!,2ll21 \mll<_O..,_ 'T...,,.!,,f,-Z.Z,.2':ltl L<,<llll~ '!/l1'odnOlmi'jl, Nm.!mbo, 24, 21.m CA~""'' °"J ~"'"''"'" ll••"""t, N""'1\IJ<r 21,, 2/l-21 Tlllilrb<~Clllj' F'""'r,-.....,21!,~1 ~l<,lcl/d..,. October 2ll24 TU W£ 'fl,j rn 6 f $ i2 13 14 15 Hl 2/j tl 22 ?ll 21 1a 2{j ru WE ftt FR ~ 3 /4 I> !!I 10 11 1& r1 18 21 24 25 June:u1:n m Ii\/£. 'fH Fit 1 ii (y 14 H5 1G 21 ii Xi ZS 29 30 ·1 .. ,-.dwf,...,....,,.:1".).1r,a ...... 1Hciililly r..i..,.,. 0.,,.,,1>,, 11. 2£111 IM<'l'•• 0.., ~..,. OliooMnoo -,., ;.,,.,.,r Ir, .lf.tl'2 Maimtull.,.l<l1111Jr.O.., l\lffiia:/,Fm,..,,¥21,~22 ~·l),wl ~o'• ~"t c::;,,.,,....,. Ml11•,,l;'J,l !,:!022 l..«!o!H<l"1y ~~rm SA I1-7 School FirstW• Month M l w T fimt AIJGIJST 15 16 17 16 &lif.£,d SEPT!'M8fll 12 13 14 15 Third OCT08£1l 10 11 12 13 FM1h NOVEMBER 1 a 9 fifl!l llECEMll£1l 6 Sixih Eigh~ Ninth T®lh TEACHER SERVJCE DAYS P~. &P1.mt-&%B'Jl Smvk:sO.rµ: A,.1gJtSj_ 1!},22.,23& Joos9 f Braff Prrl&a!:W'lal l}e;abpm.ent Hmf.tJay: &,;itemb&r ~ FIRST DAY Of tt4STRUCTKIN We&iw.lilJ', Al>;JiJ& 2l LAST OAY OF CLASSES l(.12 fuJra&.f;, June 8 GAAOOi\TKlN Grado 8: W•4rmv.l&/. Jt&10 7 lltm!o!Z: TttJnicia'.f, .June 6 Bm:AK PEIOODS Vf,oor Braa,: O&orrbfil 2'J, 2G!2 -Jmwr1 00, 1023Spliflg8roak: Mamt21-Ma,ci,3l,2'£l 012010006/792397.3 PVPUSD's Regular 2022-23 School Year Calendar Se<:imdW- M T w T f #24 25 26 20 21 22 2.1 18 19 20 21 15 16 11 18 13 14 15 16 10 11 12 13 a 9 10 ® 10 4 6 2 4 JUNE 1 TRIMESTER REPORT!tlG PERIOOS GRAD£SK4l 1&: luagtmt24~Nwam00! HI 2ml: M:iv~ 22 -Mr.ir.h 3: &,:l: March 6-Jmw f! QUARTER REPORTING l'ER'lOOS !OOH SCHOOL ill!gust 1A -· Octct,ar M act-11 -D""-""'"" n M 10 lfl6 24 jJ 13 !O B ~ Ard &niw."w Emii &fore ~dw Break 3:r:.d: Jar1Jarr 9 ·-Mli!'&l 24 ~,: 11(,H,-J,...,B PAAOO:CONffREHCf o,;ys FOR K4l ST!JDENTS ~ Parm-ti W!lfee-rrCE6: lfu,;ffllba: 2£1,30& ~m- oo< '; sro t.furci! 9 {mfr"Jw.rn r.tay sdwrolaB) ~ Paf«-?.wifmer,c,'§; .J&loort 18-<11¾'.:I 19(n~nim,w.i 1W1<ci'&.it:la) Days a'""' ThlftlWM!ll foorth W••k ol!ns!ructioo ~, T w T F M T w T f K,5 1).8 1J.12 1~ SEPTEM8£1l Iii 30 31 2 8 s 12 12 12 15 . 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HOI.IDAYS AND BREAKS FO!l 2022•21!2:l W~sirlift,.MJ4,✓.fl21 in4f:pal¥.k!wA Day -Ohserv.a!l<.:B f/<inli'ff, &J~tf:fl!!"¼r 6. 2)}22 liJl:JmO.y fi✓.ii100j,~IM?2'£i, M2 iY'Aff Pv·.iesi31Y-ll!t O!••V?.:!flt Day Wednoodoy. °"""8r 5. lDZ! t<Jealflefmy Fr!OO';.No-~it,2022 VfAB'Bf."6 Oay Olli&'WWfJ1' W~g.J,Mrvlt!rrbof2'.l,?.il22 CA AdmiM,bn Oay OIIBetWl.lV.:f.l Trmr;;ri3y, f•Jo¥e!1iliar2.il, W22 TharAsif,finy Duy Fri&....t>f, Nrt(ffi"ltl& 25. 21J12 Lxa!li:J:W.,ay 1fuirsday, Da,;::em!::.w2'!t, 2022 Lrn;.ali-h-J~.y M&1~y, Fetfuaiy 20. 2-02:3 Pre.,W6ffiS' Oay!rfy,:}ifg1ffi(s Bi&tday ct~ FW~t, MY&! 31. 2(;f.3 t~a!fkitmy 1IDT£: AJi -w...h.Y'Js and ~he DiWr.:1 r.ifficw w~ dooeat1P-.,s-&0doflt~w,Jf,kddyanFf~y, ~~r 23,Y'"22. ar:dr~nat ?.:Y.f am. oo PliJmla'f . .iaruar19, rrn2, •w Malmmiaricai 4":-e:rfi¢X""1~ Deµa&oorf. 5l:te:1u!e ti;; 00 oo"£m1hed I1-8 AMENDMENT NO. 2 TO AGREEMENT FOR CONTRACTUAL SERVICES THIS AMENDMENT NO. 2 TO THE AGREEMENT FOR CONTRACTUAL SERVICES (' Amendment No. 2") by and between the CITY OF RANCHO PALOS VERDES, a California municipal corporation ("City") and SUNBEAM SOLAR TECHNOLOGIES, INC., dba SUNBEAM CONSULTING, a California corporation ("Consultant"), is effective as of July 1, 2022. RECITALS A. City and Consultant entered into that certain Agreement for Contractual Services dated June 7, 2016 (" Agreement") whereby Consultant agreed to provide pavement striping and marking inspection services until June 7, 2019, for an annual not-to-exceed amount of $13,216 and a Contract Sum of $39,648. B. On June 8, 2019, City and Consultant entered into Amendment No. 1 to the Agreement to extend the term of the Agreement through June 30, 2022 and increase the Contract Sum by $39,648 to $79,296 C. Based on the continuing need for services, City and Consultant now desire to amend the Agreement by this Amendment No. 2 to the Agreement, City and Consultant agree to extend the Agreement by one year through June 30, 2023 for additional compensation not-to-exceed $25,000 for a new Contract Sum of $104,296. 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. Section 2.1, Contract Sum, is amended to read: "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 $104,296 (One Hundred Four Thousand Two Hundred Ninety Six Dpllars) $79 296 (Seventy Nine Thousand Tv10 Hundred and Ninety Sin Hundred Dollars) (the "Contract Sum"), unless additional compensation is approved pursuant to Section 1.8." b. Section 3.4, Term is hereby amended to read: "3.4 Term. Unless earlier terminated in accordance with Article 7 of this agreement, this Agreement shall continue in full force and effect until June 30, 2023June 30, 2022, except as otherwise provided in the Schedule of Performance (Exhibit "D".)" 01203 .0006/796746. l I2-1 Projected Hours 2016-2017-2018-2019-2020-2021-2022 -Total 2017 2018 2019 2020 2021 2022 2023 I Inspection 118 118 118 118 118 118 223 931-W&:2 2. Continuing Effect of Agreement. Except as amended by Amendments 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 Nos. 1 and 2 to the Agreement. 3. Affirmation of Agreement; Warranty Re Absence of Defaults. City and Consultant each ratify and reaffirm each one of the respective rights and obligations arising under the Agreement. Each party represents and warrants to the other that there have been no written or oral modifications to the Agreement other than as provided herein. Each party represents and warrants to the other that the Agreement is currently an effective, valid, and binding obligation. Consultant represents and warrants to City that, as of the date of this Amendment No. 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 Consultant that, as of the date of this Amendment No. 2, Consultant is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement. 4. Adequate Consideration. The parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment 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 No. 2, and (iv) the entering into this Amendment No. 2 does not violate any provision of any other agreement to which said party is bound. [SIGNATURES ON THE FOLLOWING PAGE] 01203 .0006/796746 . l -3- I2-2 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written. ATTEST: Teresa Takaoka, City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP William W. Wynder, City Attorney CITY: CITY OF RANCHO PALOS VERDES, a municipal corporation David L. Bradley, Mayor CONSULTANT: SUNBEAM SOLAR TECHNOLOGIES, INC. dba SUNBEAM CONSUL TING a California corporation By: --------------- By: Name · Alan Braatvedt Tit! · m . harles Stephan Title: Secretary Address: 1817 Josie A venue Long Beach, CA 90815 Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: l) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULA TIO NS APPLICABLE TO CONSULT ANT'S BUSINESS ENTITY. 0!203.0006/796746 I -4- I2-3 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. ST A TE 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 PENAL TY 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. CAP A CITY CLAIMED BY SIGNER 0 INDIVIDUAL 0 CORPORA TE OFFICER □ □ □ □ □ TITLE(S) PARTNER(S) 0 □ ATTORNEY-IN-FACT LIMITED GENERAL TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER ------------- SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) 01203 .0006/796746. l DESCRIPTION OF ATTACHED DOCUMENT TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DATE OF DOCUMENT SIGNER(S) OTHER THAN NAMED ABOVE 5 I2-4 AMENDMENT NO. 5 TO AGREEMENT FOR CONTRACTUAL SERVICES THIS AMENDMENT NO. 5 TO THE AGREEMENT FOR CONTRACTUAL SERVICES(' Amendment No 5") by and between the CITY OF RANCHO PALOS VERDES, a California municipal corporation ("City") and SUNBEAM SOLAR TECHNOLOGIES, INC., dba SUNBEAM CONSULTING, a California corporation ("Consultant"), is effective as of July 1, 2022. RECITALS A. City and Consultant entered into that certain Agreement for Contractual Services dated September 5, 2017 ("Agreement") whereby Consultant agreed to provide on-call inspection services until September 5, 2020, for an annual not-to-exceed amount of $100, 000 and a Contract Sum of $300,000. B. On August 6, 2019, City and Consultant entered into Amendment No 1 to the Agreement to increase the annual not-to-exceed amount for the last year of the Agreement to $115, 000 based on an anticipated increase in public projects requiring services within the City, and increase the Contract Sum to $315,000. C. On July 1, 2020, City and Consultant entered into Amendment No 2 to the Agreement to extend the Term of the Agreement through June 30, 2021 and increase the Contract Sum by $115,000 to $430,000. D. On July 1, 2021, City and Consultant entered into Amendment No 3 to the Agreement to extend the Term of the Agreement through June 30, 2022 and increase the Contract Sum by $80,000 to $510,000. E. On March 1, 2022, City and Consultant entered into Amendment No 4 to the Agreement to increase the Contract Sum by $50,000 to $560,000 F. Based on the continuing need for Services, by this Amendment No. 5 to the Agreement, City and Consultant agree to extend the Agreement by one year through June 30, 2023, for additional compensation not-to-exceed $130,000, and a new Contract Sum of $690,000. 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 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 $560 000 (Five I-hmdred Sixty Thousand DoJlars)$690,000 (Six Hundred Ninety Thousand Dollars) (the "Contract Sum"), and shall not exceed ONE 01203 .0006/796718.l I3-1 HUNDRED THOUSAND Dollars ($100,000) annually through September 5, 2019, ONE HUNDRED FIFTEEN THOUSAND Dollars ($115,000) annually for September 6, 2019 through June 30, 2021, ffiIB $130,000 (One Hundred Thirty Thousand Dollars) for FY 2021-22, and $130,000 for FY 2022-23, unless additional compensation is approved pursuant to Section 1.8." b. Section VI. of Exhibit "A", Scope of Services, is hereby amended to read: "Constultant will utilize the following personnel to accomplish the Services: A. Allan Braatvedt, President B. Joe Van der LindenJim Pugh, Public Works Inspector C. Marc ReyesJohn Collins, Public Works Inspetor" c. Section IV. of Exhibit "C", Schedule of Compensation, is hereby amended to read: "The total compensation for the Services under this Agrteement shall not exceed $510 000 $560,000 as the amount provided for in Section 2.1 of this Agreement. The total compensation for FY 2020 21 shall not exceed $115 000. The lotaJ compensation for FY 2021 22 shall not eKceed $80,000 $130 000. The total Task Budget fur any work request shall not e~rneed $25,000" 2. Continuing Effect of Agreement. Except as amended by Amendments Nos. 1 through 5, all provisions of the Agreement shall remain unchanged and in full force and effect. From and after the date of this Amendment No. 5, whenever the term "Agreement" appears in the Agreement, it shall mean the Agreement, as amended by Amendments Nos. 1 through 5 to the Agreement. 3. Affirmation of Agreement; Warranty Re Absence of Defaults. City and Consultant each ratify and reaffirm each one of the respective rights and obligations arising under the Agreement. Each party represents and warrants to the other that there have been no written or oral modifications to the Agreement other than as provided herein. Each party represents and warrants to the other that the Agreement is currently an effective, valid, and binding obligation. Consultant represents and warrants to City that, as of the date of this' Amendment No. 5, City is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement. City represents and warrants to Consultant that, as of the date of this Amendment No. 5, Consultant is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement. 4. Adequate Consideration. The parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 5. 01203 .0006/796718.l -2-I3-2 5. Authority. The persons executing this Amendment No. 5 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. 5 on behalf of said party, (iii) by so executing this Amendment No. 5, such party is formally bound to the provisions of this Amendment No. 5, and (iv) the entering into this Amendment No. 5 does not violate any provision of any other agreement to which said party is bound. [SIGNATURES ON THE FOLLOWING PAGE] 01203.0006/796718.l -3- I3-3 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written. ATTEST: Teresa Takaoka, City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP William W. Wynder, City Attorney CITY: CITY OF RANCHO PALOS VERDES, a municipal corporation David L. Bradley, Mayor CONSULTANT: SUNBEAM SOLAR TECHNOLOGIES, INC. dba SUNBEAM CONSUL TING a California corporation By:------------ Name: Alan Braatvedt By : Title: President Name: Charles Stephan Title: Seceratary Address: 1817 Josie A venue Long Beach, CA 90815 Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULT ANT'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 .0006/796718 . l -4-I3-4 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written. ATTEST: Teresa Takaoka, City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP William W. Wynder, City Attorney CITY: CITY OF RANCHO PALOS VERDES, a municipal corporation David L. Bradley, Mayor CONSULTANT: SUNBEAM SOLAR TECHNOLOGIES, INC. dba SUNBEAM CONSUL TING a California corporation By: -------------- Name: Alan Braatvedt Ti t By: Address: 1817 Josie A venue Long Beach, CA 90815 Two corporate officer signatures required when Consultant Is a corporation, with one signature required from each of the followin& i=roups: I) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY. 01203 0006f159194 I -4- I3-5 I3-6 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. ST A TE 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 acknow !edged 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 0 INDIVIDUAL 0 CORPORA TE OFFICER TITLE(S) PARTNER(S) 0 □ ATTORNEY-IN-FACT TRUSTEE(S) LIMITED GENERAL □ □ □ □ □ GUARDIAN/CONSERVATOR OTHER ------------- SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) 01203.0006/796718 .l DESCRIPTION OF ATTACHED DOCUMENT TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DA TE OF DOCUMENT SIGNER(S) OTHER THAN NAMED ABOVE 5 I3-7 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. STATE OF CALIFORNIA COUNTY OF LOS ANGELES On . 2022 before me, _______ , personally appeared . proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are 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 0 INDIVIDUAL 0 CORPORA TE OFFICER TITLE(S) PARTNER(S) 0 □ ATTORNEY-IN-FACT TRUSTEE(S) LIMITED GENERAL □ □ □ □ □ GUARDIAN/CONSERVATOR OTHER ___________ _ SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) 0!203.0006/796718.l DESCRIPTION OF ATTACHED DOCUMENT TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DA TE OF DOCUMENT SIGNER(S) OTHER THAN NAMED ABOVE 6 I3-8 AMENDMENT NO. 1 TO AGREEMENT FOR PROFESSIONAL SERVICES THIS AMENDMENT TO THE AGREEMENT FOR PROFESSIONAL SERVICES ("Amendment No. 1 ") by and between the CITY OF RANCHO PALOS VERDES ("City") and WEST COAST ARBORISTS, INC., a California corporation ("Consultant") is effective as of June ___ , 2022. RECITALS A. City and Consultant entered into that certain Agreement for Professional Services dated June 16, 2020 ("Agreement") whereby Consultant agreed to provide tree trimming and maintenance services (the "Services") for a Term of five years, for a Contract Sum of $1,400,116. B. City and Consultant now desire to increase the Contract Sum to a total not to exceed $2,041,478 for the Term of the contract, with an annual not to exceed amount of $500,000 for fiscal years 2022-23 through 2024-25, with no change to Consultant's rates, in order to account for City's increased need for tree trimming and maintenance services. TERMS 1. Contract Changes. The Agreement is amended as provided herein. Deleted text is indicated in strikethrough and added text in bold italics. a. Section 2.1, Contract Sum, is amended to read: "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 $1,400,116 (One Million Four llurnirea Thousa:ea One llunarea SiJ(teen Dollars) $2,041,478 (Two Million Forty One Thousand Four Hundred Seventy Eight Dollars (the "Contract Sum"), and shall not exceed $500,000 (Five Hundred Thousand Dollars) annually for FY 2022-23 through FY 2024-25, unless additional compensation is approved pursuant to Section 1.9. " b. The annual budget table found in Section I of Exhibit C, "Schedule of Compensation", is amended to read: J-1 Contract Year Annual Budget 1. FY 2020-21 $263,304 2 . FY 2021-22 $278,174 3. FY 2022-23 $~+~,:Ha $500,000 4. FY 2023-24 $~09,H)8 $500,000 5. FY 2024-25 $~+a,n4 ssoo,ooo Contract Sum U,400,lH, $2,041,478 c. The "Annual Budget breakdowns" provided for FY 2022-23, FY 2023-24, and FY 2024-25 in Section I of Exhibit C, "Schedule of Compensation", are hereby replaced with the following: TASK BUDGETED SUBTOTALS UNITS A. Periodic Tree Trimming $228,270 A.1 Right of way 2,999 $191,936 A.2 Park Locations 491 $36,334 B. Complete/Full trimming of trees for view restoration 63 $5,670 C. Certified Arborist Inspections 411 $37,000 D. Miscellaneous On-Call Tree Maintenance $229,060 D.l Complete/Full trimming of trees in right-of-way locations (with 305 $28,670 or without street access) D.2 Tree skirting 34 $2,176 D.3 Complete Tree and stump removals (very large 36" diameter and 34 $40,596 u o) D.4 Complete Tree and stump removals (large 24" -36" diameter) 34 $41,446 D.5 Complete Tree and stump removals (medium 12" -24" diameter) 34 $23,596 D.6 Complete Tree and stump removals (small 12" diameter and less) 34 $13,056 D.7 Stump Only removals (very large 36" diameter and up) 24 $2,256 D.8 Stump Only removals (large 24" -36" diameter) 24 $3 ,456 D.9 Stump Only removals (medium 12" -24" diameter) 24 $2,976 D.10 Stump Only removals (small 12" diameter and less) 20 $1,880 D.11 Root pruning 200 $8,800 D.12 Tree planting (15 gallon with root barrier) 12 $1,848 D.13 Tree planting ( 15 gallon without root barrier) 12 $1,728 D.14 Tree planting (24" box with root barrier) 12 $4 ,848 01203 .0006/791788 .l -2- J-2 D.15 Tree planting (24" box without root barrier) 12 $4,488 D.16 Palm tree trimming 20 $1,880 D.17 Crew Rental-Non-Emergency Clean Up and Trimming Work 24 $6480 D.18 Supervisor/Certified Arborist -Non-Emergency Clean Up and 24 $2,160 Trimmin g Work D.19 Certified Inspection Arborist -Non-Emergency Clean Up and 24 $2,160 Trimming Work D.20 Tree Trimmer/Bucket Truck Operator -Non-Emergency Clean 24 $2,160 Up and Trimming Work D.21 Ground Person -Non-Emergency Clean Up and Trimming Work 24 $2,160 D.22 Tractor/Loader Operator -Non-Emergency Clean Up and 24 $2,160 Trimming Work D.23 Truck Driver -Non-Emergency Clean Up and Trimming Work 24 $2,160 D.24 Crupper Truck & Crupper Truck Operator -Non-Emergency 24 $2,160 Clean Up and Trimming Work D.25 Crane-All Sizes as Needed -Non-Emergency Clean Up and 8 $2,160 Trimming Work D.26 Crew Rental -Emergency Clean Up and Trimming Work 16 $6,480 D.27 Superv 1 sor/Cert 1 fied Arborist -Emergency Clean Up and 16 $2,160 Trimming Work D.28 Tree Trimmer/Bucket Truck Operator -Emergency Clean Up and 16 $2,160 Trimming Work D.29 Ground Person -Emergency Clean Up and Trimming Work 16 $2,160 D.30 Tractor/Loader Operator -Emergency Clean Up and Trimming 16 $2 ,160 Work D.31 Truck Driver-Emergency Clean Up and Trimming Work 16 $2,160 D.32 Crupper Truck & Crupper Truck Operator -Emergency Clean Up 16 $2,160 and Trimming Work D.33 Crane-All Sizes as Needed -Emergency Clean Up and Trimming 8 $2,160 Work Total $500,000 d. Section V of Exhibit C, "Schedule of Compensation", is amended to read: "The total compensation for the Services shall not exceed the Contract Sum as provided in Section 2.1 of this Agreement, nor the annual budgets provided in Exhibit "C-+". Consultant shall perform the services at the billing rates found in Exhibit "C-1 ", "Consultant's Rates"." 2. Continuing Effect of Agreement. Except as amended by this Amendment No. 1, all provisions of the Agreement shall remain unchanged and in full force and effect. From and after the date of this Amendment No. 1, whenever the term "Agreement" appears in the Agreement, it shall mean the Agreement, as amended by this Amendment No. I. 3. Affirmation of Agreement; Warranty Re Absence of Defaults. City and Consultant each ratify and reaffirm each and every one of the respective rights and obligations 01203 .0006/791788.1 -3- J-3 arising under the Agreement. Each party represents and warrants to the other that there have been no written or oral modifications to the Agreement other than as provided herein. Each party represents and warrants to the other that the Agreement is currently an effective, valid, and binding obligation. Consultant represents and warrants to City that, as of the date of this Amendment No. 1, City is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement. City represents and warrants to Consultant that, as of the date of this Amendment No. 1, Consultant is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement. 4. Adequate Consideration. The parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 1. 5. Authority. The persons executing this Amendment No. 1 on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment No. 1 on behalf of said party, (iii) by so executing this Amendment No. 1, such party is formally bound to the provisions of this Amendment No. 1, and (iv) the entering into this Amendment No. 1 does not violate any provision of any other agreement to which said party is bound. [SIGNATURES ON FOLLOWING PAGE] 01203.0006/791788 .1 -4- J-4 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written. ATTEST: Teresa Takaoka, City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP William W. Wynder, City Attorney CITY: CITY OF RANCHO PALOS VERDES, a municipal corporation David Bradley, Mayor CONSULTANT: WEST COAST RBORISTS, INC., a California co or i By: By: Na e : Patrick Mahon y Title: President . Secreta Address: 2200 East Via urton Anaheim, California 92806 Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULT ANT '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. 012 03.00 06/7917 88. l -5- J-5 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 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 Orange on __ 6_/_1_0/_2_2 ____ before me, ___ A_m_e_li_a_M_en_z_e_l_, N_o_ta_ry_P_u_b_lic _____ ~ Date Here Insert Name and Title of the Officer personally appeared _____ P_a_tr_ic_k_M_a_h_o_n_e~y_a_n_d_R_ic_h_a_rd_M_a_h_o_n_e_y _______ _ Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the perso~hose nam ~ )i!e) subsc · the within instrument and ackno~:=~g 8 e~~ that ~~xecuted the same m · ir a horized capaci ~nd thaij;!y ~ · eir s· natu ~n the instrument the perso ~ or the en I y upon behalf of which the pers~cted, executed the instrument. ......... ~ AMELIA MENZ EL No tary Publi c -Californ ia z Ora nge Coun ty ;:': Commiss ion # 2284387 - My Comm. Exp i res Ap r 5, 2023 Place Notary Sea/ Above I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. ---------------OPTIONAL --------------- Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document I Title or Type of Document: ---~~_c_'-'_o~™~o~~-\J~t~al~e~s-~A~pu..nQ\~~Mtn~_+--_~N_o_._\ -- Document Date: __________________ Number of Pages: _____ _ Signer(s) Other Than Named Above: _______________________ _ Capacity(ies) Claimed by Signer(s) Signer's Name: Patrick Mahone y Signer's Name: Richard Mahoney liZl Corporate Officer -Title(s): President liZl Corporate Officer -Title(s): Secreta ry □ Partner -□ Limited □ General □ Partner -□ Limited □ General □ Individual □ Attorney in Fact □ Individual □ Attorney in Fact □ Trustee □ Guardian or Conservator □ Trustee □ Guardian or Conservator □Other: ______________ _ □ Other: _____________ _ Signer Is Representing: _W_C_A--'-'l_nc-'--. ____ _ Signer Is Representing: -'W~C-'--A~ln~c~. ____ _ ©2016 National Notary Association• www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 J-6 AMENDMENT NO. 3 TO AGREEMENT FOR CONTRACTUAL SERVICES THIS AMENDMENT NO. 3 TO THE AGREEMENT FOR CONTRACTUAL SERVICES ('Amendment No. 3") by and between the CITY OF RANCHO PALOS VERDES, a California municipal corporation ("City") and WILLDAN GROUP, a California corporation ("Consultant"), is effective as of July 1, 2023. RECITALS A. City and Contractor entered into that certain Agreement for Contractual Services dated September 5, 2017 (the "Agreement") whereby Contractor agreed to provide engineering, financial, homeland solutions, program management/construction management, traffic engineering, civil plan review, and other related services for a Term of 3 years (the "Services"). B. The Agreement provided for a Contract Sum not to exceed $300,000 over the 3- year term, and not to exceed $100,000 in one year. C. On July 31, 2018, City and Consultant entered into an amendment to the Agreement ("Amendment No. l") to expand the scope of work to include design services associated with the Western Avenue Traffic Congestion Improvements, Federal, State, and labor compliance and miscelleaneous engineering services, inspection services associated with the Silver Spur Road Transit Improvement project, design services for the Traffic Transportation Improvements project, and traffic studies and plan reviews. Amendment No. 1 increased the Contract Sum to $765,000. D. On July 1, 2020, City and Consultant entered into a second amendment to the Agreement ("Amendment No. 2") to extend the Term of the Agreement through June 30, 2022, to allow for the full completion of the services included in Amendment No. 1 while removing the inspection services associated with the Silver Spur Road Transit Improvement project from the Agreement. E. Based on the continuing need for on-call services, and to complete services that are currently underway, City and Consultant now desire to amend the Agreement by this Amendment No. 3 to the Agreement to extend the Agreement by one year through June 30, 2023, for additional compensation not-to-exceed $60,000 at rates provided for in Exhibit C-1 of the Agreement, for a new Contract Sum of $825,000. 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) Section 2.1, Contract SumFee, is amended to read: "2.1 Contract Sum 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 herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed Se•,eH Humlred Sixty Five ThousaHd ($765,000) $825,000 01203.0006/796606. J K-1 (Eight Hundred Twenty Five Thousand Dollars) (the "Contract Sum"), ever 3 years and shall net eirneed ONE HUNDRED THOUSAND Dollars (100, 000) fer FY 17 18, and shall net eirneed Six Htmdred Sixty Five Theusand Dellars ($665,000 fer the remainder ef the Term, unless additional compensation is approved pursuant to Section 1.8. 2. Continuing Effect of Agreement. Except as amended by Amendments Nos. 1 through 3, all provisions of the Agreement shall remain unchanged and in full force and effect. From and after the date of this Amendment No. 3, whenever the term "Agreement" appears in the Agreement, it shall mean the Agreement, as amended by Amendments Nos. 1 through 3 to the Agreement. 3. Affirmation of Agreement; Warmnty Re Absence of Defaults. City and Contractor each ratify and reaffirm each 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. 3, 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. 3, 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. 3. 5. Authority. The persons executing this Amendment No. 3 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. 3 on behalf of said party, (iii) by so executing this Amendment No. 3, such party is formally bound to the provisions of this Amendment No. 3, and (iv) the entering into this Amendment No. 3 does not violate any provision of any other agreement to which said party is bound. [SIGNATURES ON THE FOLLOWING PAGE] 01203.0006/796606.l -2- K-2 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written. ATTEST: Teresa Takaoka, City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP William W. Wynder, City Attorney See attached certificate CITY: CITY OF RANCHO PALOS VERDES, a municipal corporation David L. Bradley, Mayor CONTRACTOR: WILLDAN GROUP a California corporation Name: Vaness Title: Preside By: __ 'r?c_..!,_ __ ~...:...+--" .i..--.=:....J ~~----- Name: K~- Title: Seceratary Address: 2401 E. Katella Avenue Suite 300 Anaheim CA 92806 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'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'S BUSINESS ENTITY. 01203.0006/796606.1 -3- K-3 CALIFORNIA ACKNOWLEDGMENT CIVIL CODE § 1189 0000000 0 0 0:0:0 o:o .0 D J 0::00:C:00@8 008:08:0:oo 80:06it1 D 6 BO o:o 60:0 00 0 0 J 00 0 0 0 0 E 8 0 0 J J:0:0000 0 0 0:0 0 0:0:000:0 0 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 docu ment. who proved to me on the basis of satisfactory e~~t~e person(s) whoseame(s),)4are subscribed to the within instrument and acknowledged to me thatMl~e/they executed the same in)l!S~r/their authorized capacity(ies), and that by _piS/~/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. ········~ JANIN[ S[VENING Notary Public • California z Or .in~e County ~ Commission N 2371197 - y Comm. [xpirps Aug 17, 2025 Place Notary Seal and/or Stamp Above I certify under PENAL TY OF PERJURY under t he laws of the State of California that the forego ing paragraph is true an d co rrect. WITNESS my hand and official seal. OPTIONAL Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. ~escription of Attached D~~~,.~~~~~~ ~A-4.5 ~ Document Date: 7;ibi8 Number of Pages: (f ) Title or Type of D~ume t: ~~ Signer(s) Other Than Na ed Above: _c:_=------------------------ Capacity(ies) Claimed by Signer(s) Signer's Name: ~d lk.u&t~ □ Corporate Officer -Title(s): ______ _ □ Partner -□ Limited □ General □ Individual □ Attorney in Fact □ Trustee a __ . /JA. -'□ Guardian or Conservator ~ther:~~ Signer is Representing: ~@¥ Signer's Name: ~-J:1e;t;,..:J/4i};~ □ Corporate Officer -Title(s): ______ _ □ Partner -□ Limited □ General □ Individual □ Attorney in Fact □ Truste~ian or Conservator ~ther: SignerisR~~~ o:o:o:oo:o:o:o:o:o:o:o:o:-:o:o:o:0c0:o:-0ti0000800000@:o:11:11:1m11 11111 1 11 1:1 co 0:0:0 8:() e ©2019 National Notary Asso ciation K-4 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. STATE OF CALIFORNIA COUNTY OF LOS ANGELES On ---~2022 before me, _______ , personally appeared _______ , proved lo me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed lo 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 0 INDIVIDUAL 0 CORPORATE OFFICER TITLE(S) PARTNER(S) 0 □ ATTORNEY-IN-FACT LIMITED GENERAL □ □ □ □ □ TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER __________ _ SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) 01203.0006/796606.l 4 DESCRIPTION OF ATTACHED DOCUMENT TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DATE OF DOCUMENT SIGNER(S) OTHER THAN NAMED ABOVE K-5 AMENDMENT NO. 2 TO AGREEMENT FOR PROFESSIONAL SERVICES THIS AMENDMENT TO THE AGREEMENT FOR PROFESSIONAL SERVICES ("Amendment No. 2") by and between the CITY OF RANCHO PALOS VERDES ("City") and YUNEX LLC, a Delaware limited liability company ("Consultant") is effective as of --- 2022. RECITALS A. City and Siemens Industry Inc. ("Siemens"), a subsidiary of Siemens AG, entered into that certain Agreement for Professional Services dated April 17, 2018 ("Agreement") whereby Siemens agreed to provide purchase of SCE's light poles, conversion to LED lights, and maintenance and operation of streetlight services (the "Services"), for a Contract Sum of $577,120.91. The City Council also authorized a contingency of 10% ($62,879) to cover unexpected costs, $47,345.45 of which was used. B. On April 20, 2021, the City Council authorized Amendment No. 1 to the Agreement. Amendment No. I corrected the Term of the Agreement to three years, as authorized on April 17, 2018 and as intended by the parties; it extended the Term until June 30, 2022; and increased the Contract Sum from $640,000 (including the contingency amount) by $186,700 to $826,700. The increase in the Contract Sum included $18,700 for standard maintenance until June 30, 2022, and $168,000 for emergency repairs and maintenance until June 30, 2022. There was an option in the City's sole discretion to extend the term for one additional one-year term. C. On November 12, 2020, Siemens AG a carve-out of a new business entity, Yunex Traffic. The entirety of Siemens' United States Intelligent Traffic Systems Business, including Siemens's expertise and skills, was transferred to Yunex LLC. Pursuant to this corporate restructuring, the Agreement was transferred to Yunex LLC. In accordance with Section 4.5 of the Agreement, he City consented to the assignment of the Agreement to Yunex LLC in writing on May 11, 2022. All references in the Agreement to "Consultant" shall be referencing Yunex LLC as ifYunex LLC had been the original named entity. D. City and Yunex LLC ("Consultant") now desire to exercise their option to extend the Term until June 30, 2023. This extension will increase the Contract Sum from $826,700 (including the contingency amount) by $65,000 to $891,700. The increase in the Contract Sum includes $16,200 in regular maintenance and $48,800 for emergency repairs and maintenance until June 30, 2023. TERMS 1. Contract Changes. The Agreement is amended as provided herein. Deleted text is indicated in strikethrough and added text in bold italics . a. Section 2.1, Contract Sum, is amended to read: L-1 "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 Ex hj bi t 'C" and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed $ 891,700 (Eight Hundred Ninety One Thousand Seven Hundred) $82 6, 7()0 (Eight H-tuul.-red Twenty Si.x The usa:1-li Seven Hundred (the "Contract Sum"), unless additional compensation is approved pursuant to Section 1.8." b . Section 3.4, Term, is amended to read: "Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding June 30, 2023 June 30, 2022, except as otherwise provided in the Schedule of Performance (Exhib it "D"). The City HUly', iu its sole discretiBri, exJe~uJ the Term fe,· 8,'-1.e add-itie,1.al BIie JCfl:F iel'm.,, c. Exhibit "C", Schedule of Compensation Amendment No. 1, is replaced in its entirety with the revised Exhibit "C", "Schedule of Compensation Amendment No. 2" attached hereto. 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 1 and 2 to the Agreement. 3. Affirmation of Agreement; Warranty Re Absence of Defaults. City and Consultant each ratify and reaffirm each and every one of the respective rights and obligations arising under the Agreement. Each party represents and warrants to the other that there have been no written or oral modifications to the Agreement other than as provided herein. Each party represents and warrants to the other that the Agreement is currently an effective, valid, and binding obligation. Consultant represents and warrants to City that, as of the date of this Amendment No . 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 Consultant that, as of the date of this Amendment No. 2, Consultant is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement. 4 . Adequate Consideration. The parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment. 0 l 203.0006/789656. I -2- L-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 on behalf of said party, (iii) by so executing this Amendment No. 2, such party is formally bound to the provisions of this Amendment No. 2, and (iv) the entering into this Amendment does not violate any provision of any other agreement to which said party is bound. [SIGNATURES ON FOLLOWING PAGE] 01203.0006/789656. I -3- L-3 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written. ATTEST: Teresa Takaoka, City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP William W. Wynder, City Attorney CITY: CITY OF RANCHO PALOS VERDES, a municipal corporation David L. Bradley, Mayor CONSULTANT : YUNEXLLC Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY. 01203.0006/789656. l -4- L-4 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 d County of Riversi e ) on May 17th, 2022 before me, Candace Gallaher -Notary Public (insert name and title of the officer) personally appeared Michael J. Hutchens & Steven M. Teal Jr. who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s).Ware subscribed to the within instrument and acknowledged to me tha t he.lshe/they executed the same in l<\is/he F/thelr authorized capacity(ies), and that by ~is/het'/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 California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. (Seal) eeeeee e ef CANDACE GALLAHER Notary Public • California z Riverside County J; ,_ Commission # 2300629 - My Comm. Expires Aug 8. 2023 L-5 EXHIBIT "C" Amendment No. 2 SCHEDULE OF COMPENSATION I. Consultant shall perform the following tasks at the following rates: A. For the Term through April 17, 2021, the following applies: RATE QUANTITY TIME SUB-BUDGET A. Phase I -Streetlight NIA NIA 75 days $48,637.44 Audit and Financial Feasibility Analysis 8. Phase II -SCE Asset NIA NIA Dependent on $12,419.77 Acquisition . SCE schedule Facilitation C. Phase III -LED Varies by material 1,799 poles 135 days $485 ,483 .79 conversion type ($277.49/ pole average) D. Phase IV -Standard $0 . 74/streetlight 1,799 ongoing $47,925 .36 Streetlight /month [$15,975.12 /year] Maintenance and Operation E. Phase V-See Exhibit C-1 as needed as needed $30,000 Extraordinary, Emergency and After-hours Maintenance TOTAL SUM FOR TERM THROUGH 4/17/21 (out of$640,000 Contract $624,466.36 1 Sum, including contingency) 1 Only $43 ,543 of 62,879 contingency used. 0 l 203 .0006/789656 . l L-6 B. For the period of April 18, 2021 to June 30, 2022, the following applies: RATE QUANTITY TIME SUB-BUDGET A. Phase I -Streetlight NIA NIA NIA $0 Audit and Financial Feasibility Analysis B. Phase II -SCE Asset NIA NIA NIA $0 Acquisition Facilitation C. Phase Ill -LED NIA NIA NIA $0 conversion D. Phase IV -Standard $0. 74/streetlight 1,762 ongoing $18,700 Streetlight lmonth 2 Maintenance and Operation E. Phase V-See Exhibit C-1 as needed as needed $168,000 3 Extraordinary, Emergency and After-hours Maintenance TOTAL SUM FOR FY April 18, 2021 to June 30, 2022 $186,700 TOTAL CONTRACT SUM $826,700 2 See Exhibit C-1 for rate breakdown. 3 Reflects budget estimate for emergency services. This item to be utilized on an as needed basis. 01203.0006/789656. l L-7 A. B. C. D. E. C. For the period of July 1, 2022 to June 30, 2023, the following applies: RATE QUANTITY TIME SUB-BUDGET Phase I -Streetlight NIA NIA NIA NIA Audit and Financial Feasibility Analysis Phase II -SCE Asset NIA NIA NIA NIA Acquisition Facilitation Phase III -LED NIA NIA NIA NIA conversion Phase IV -Standard $0. 76lstreetlight 1,767 ongoing $16,200 Streetlight lmonth 4 Maintenance and Operation Phase V-See Exhibit C-2 as needed as needed $48,800 5 Extraordinary, Emergency and After-hours Maintenance COMPENSATION FOR FY 22-23 (July 1, 2022 to June 30, 2023 $65,000 TOTAL CONTRACT SUM $891 ,700 II. As to Phase III, a retention of 5% shall be held from each payment as a contract retention to be paid as part of the final payment upon satisfactory completion of Phase III is completed. III. Within the budgeted amounts for each Task, and with the approval of the Contract Officer, funds may be shifted from one Task subbudget to another so long as the Contract Sum is not exceeded per Section 2.1, unless Additional Services are approved per Section 1.8. IV. The City will compensate Consultant for the Services performed upon submission of a valid invoice. Each invoice is to include: 4 See Exhibit C-1 for rate breakdown . 5 Reflects budget estimate for emergency services. This item to be utilized on an as need ed basis. 0 I 203.0006/789656. l L-8 A. Line items for all personnel describing the work performed, the number of hours worked, the hourly rate, and the percentage of completion of each Phase. B. Line items for all materials and equipment properly charged to the Services. C. Line items for all other approved reimbursable expenses claimed, with supporting documentation. D . Line items for all approved subcontractor labor, supplies, equipment, materials , and travel properly charged to the Services. VI. The Consultant's billing rates for all personnel are attached as Exhibit C-1. 01203.0006/789656.l L-9 EXHIBIT C-1 MAINTENANCE SERVICE RATES/HOUR For the period of April 18, 2021 to June 30, 2022 1.Laber Regular Time* Overtime• Streetlight Electrician/Technician $124.00 $153.00 Foreman/Lead Tech $134.00 $165.00 Laborer $97.00 $141.00 Energy Engineer $180.00 $180.00 2. Equipment Rate peri Heur Bucket Truck $28.00 Service Truck $25.00 Material Markup (from actual invoice cost) Streetlight Maintenance Materials 15% *Work Hours are as follows : • Regular Time-7:30am to 4:00pm, Monday thrn Friday, except Holidays Premium Time* $182.00 $196.00 141.00 $180.00 • Overtime-Monday thru Friday after 4:00pm, for the first four hours, Saturday for the first 12 hours • Premium Time-Monday thm Saturday, after 12 working hours, Sundays and Holidays all day (24 hours). Holidays are as defined by the California Department oflndustrial Relations guidelines. 01203.0006/789656. l L-10 MAINTENANCE SERVICE RATES/HOUR For the period of July 1, 2022 to June 30, 2023 Maintenance Tab l e Hourly Rates 1. Labor Item# _ _1j_ g .11 1.4 _ 2. Equlf>ment Item# 2 .1 2 .2 2 .3 2 .4 2 .5 - 3. Materials Item Descrl~on Unit Streetlig ht Elect ri clan!Teehn lci an -------1----- Forema n/Lead Tech HR HR Laborer HR Enet"QY. E!!Qineer ________ _ HR ---- Unit Bucket Truck HR Service Truck w/ generator and tools HR Crane HR Arrowboard HR Compressor HR Quai:i1!fy 1 1 1 1 Quan~ 1 I 1 1 I 1 -I 1 Houtl).'.Rate $127.72 $138.02 $99.91 ~85.40 Un it Price $28 .84 1 $25.75 $65.00 1 $5.00 1 $1O.O~ Overtime Rate $157.59 1 $169.95 1 $145.23 __ $185.401 Total Price $2U4 $25.75 $65.00 $5.00 s10.oo l Item # Item Desert tl on Un it Quan Total Price LS 3.1 Materials plu s m_a_rk_-u.:..p _________ ....._ ___ _,__ 1 Actual cost Of Invoice pl\ls 11111111111-IIP 4. Streetlight Maintenance and Operation Item # Item DescrlJ>llon 4.1 Standard Streetlight Operation and Maintenance Unit Quantity Per month price Annual Prfce $0.78 I 1,787 $1,342.92 $16,115.04 _J ---- *Work Hours are as follows: • Regular Time-7:30am to 4:00pm, Monday thru Friday, except Holidays • Overtime-Monday thru Friday after 4:00pm, for the first four hours, Saturday for the first 12 hours Premium $187.46 $201.88 145.23 $185.40 • Premium Time-Monday thru Saturday, after 12 working hours, Sundays and Holidays all day (24 hours). Holidays are as defined by the California Department of Industrial Relations guidelines. 01203.0006/789656.1 L-11 ".r,-, PROFESSIONAL SERVICES AGREEMENT By and Between CITY OF RANCHO PALOS VERDES and MS. COLEEN BERG 0 !203.0005/782098.2 1 M-1 AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF RANCHO PALOS VERDES AND COLEEN BERG THIS AGREEMENT FOR PROFESSIONAL SERVICES ("Agreement") is made and entered into on July 1, 2022 by and between the CITY OF RANCHO PALOS VERDES, a California municipal corporation ("City") and COLEEN BERG, an individual ("Consultant"). City and Consultant may be referred to, individually or collectively, as "Party" or "Parties." RECITALS A. City has sought, by issuance of a Request for Proposals, the performance of the services defined and described particularly in Article 1 of this Agreement. B. Consultant, following submission of a proposal for the performance of the services defined and described particularly in Article 1 of this Agreement, was selected by the City to perform those services. C. Pursuant to the City of Rancho Palos Verdes Municipal Code, City has authority to enter into and execute this Agreement. D. The Parties desire to fonnalize 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 CONSUL TANT 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, the Consultant shall provide those services specified in the "Scope of Services", as stated in the Proposal, attached hereto as Exhibit "A" and incorporated herein by this reference, which may be referred to herein as the "services" or "work" hereunder. As a material inducement to the City entering into this Agreement, Consultant represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the services required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the work and services contemplated herein. Consultant shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. Consultant covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be both of good quality as well as fit for the purpose intended. For purposes of this Agreement, the phrase "highest professional standards" shall mean 01203, 0005/782098 .2 M-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 Proposal which shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such Proposal and this Agreement, the terms of this Agreement shall govern. 1.3 Compliance with Law. Consultant shall keep itself informed concerning, and shall render all services hereunder in accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental entity having jurisdiction in effect at the time service is rendered. 1.4 California Labor Law. If the Scope of Services includes any "public work" or "maintenance work," as those terms are defined in California Labor Code section 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 be performed 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 extent required by Labor Code Section 1 771. Pursuant to Labor Code Section 1773 .2, copies of the prevailing rate of per diem wages are on file at City Hall and will be made available to any interested party on request. By initiating any work under this Agreement, Consultant acknowledges receipt of a copy of the DIR determination of the prevailing rate of per diem wages, and Consultant shall post a copy of the same at each job site where work is performed under this Agreement. (c) Penalty for Failure to Pay Prevailing Wages. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The 01203.0005/782098.2 2 M-3 Consultant shall, as a penalty to the City, forfeit $200 (two hundred dollars) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Consultant or by any subcontractor. ( d) Payroll Records. Consultant shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Consultant and each subconsultant to: keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in Section 1776; certify and make such payroll records available for inspection as provided by Section 1776; and inform the City of the location of the records. ( e) Apprentices. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1777.5, 1777.6, and 1777.7 and California Code of Regulations Title 8, Section 200 et seq. concerning the employment of apprentices on public works projects. Consultant shall be responsible for compliance with these aforementioned Sections for all 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 60 (sixty) 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. (f) Eight-Hour Work Day. Consultant acknowledges that 8 (eight) hours labor constitutes a legal day's work. Consultant shall comply with and be bound by Labor Code Section 1810. (g) Penalties for Excess Hours. Consultant shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. The Consultant shall, as a penalty to the City, forfeit $25 (twenty five dollars for each worker employed in the performance of this Agreement by the Consultant or by any subcontractor for each calendar day during which such worker is required or permitted to work more than 8 (eight) hours in any one calendar day and 40 (forty) hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code section 1815, work performed by employees of Consultant in excess of 8 (eight) hours per day, and 40 (forty) hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of 8 hours per day at not less than one and 1 ½ ( one and one half) times the basic rate of pay. (h) Workers' Compensation. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees if it has employees. In accordance with the provisions of California Labor Code Section 1861, Consultant certifies as follows: "I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance 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." 0 l203.0005/782098.2 3 M-4 Consultant's Authorized Initials ---- (i) Consultant's Responsibility for Subcontractors. For every subcontractor who will perform work under this Agreement, Consultant shall be responsible for such subcontractor's compliance with Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code, and shall make such compliance a requirement in any contract with any subcontractor for work under this Agreement. Consultant shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor's compliance, including without limitation, conducting a review of the certified payroll records of the subcontractor on a periodic basis or upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages. Consultant shall diligently take corrective action to halt or rectify any such failure by any subcontractor. 1.5 Licenses, Permits, Fees and Assessments. Consultant shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Consultant's performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City, its officers, employees or agents of City, against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder. 1.6 Familiarity with Work. By executing this Agreement, Consultant warrants that Consultant (i) has thoroughly investigated and considered the scope of services to be performed, (ii) has carefully considered how the services should be performed, and (iii) fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. If the services involve work upon any site, Consultant warrants that Consultant has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. Should the Consultant discover any latent or unknown conditions, which will materially affect the performance of the services hereunder, Consultant shall immediately inform the City of such fact and shall not proceed except at Consultant's risk until written instructions are received from the Contract Officer in the form of a Change Order. 1.7 Care of Work. The Consultant shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City's own negligence. 01203.0005/782098.2 4 M-5 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 service 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 Change Order is first given by the Contract Officer to the Consultant, incorporating therein any adjustment in (i) the Contract Sum for the actual costs of the extra work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Consultant. Any increase in compensation of up to 15% ( fifteen percent) of the Contract Sum; or, in the time to perform of up to 90 (ninety) days, may be approved by the Contract Officer through a written Change Order. Any greater increases, taken either separately or cumulatively, must be approved by the City Council. It is expressly understood by Consultant that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services. Consultant hereby acknowledges that it accepts the 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. If in the performance of the contract scope, the Consultant becomes aware of material defects in the scope, duration or span of the contract or the Consultant becomes aware of extenuating circumstance that will or could prevent the completion of the contract, on time or on budget, the Consultant shall inform the Contracting Officer of an anticipated Change Order. This proposed change order will stipulate, the facts surrounding the issue, proposed solutions, proposed costs and proposed schedule impacts. 1.10 Special Requirements. Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the "Special Requirements" attached hereto as Exhibit "B" and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit "B" and any other provisions of this Agreement, the provisions of Exhibit "B" shall govern. 0 l 203.0005/782098.2 5 M-6 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 $135,000 (One Hundred Thirty Five Thousand Dollars) (the "Contract Sum"), unless additional compensation is approved pursuant to Section 1.9. Annual compensation shall not exceed $45,000 (Forty-Five Thousand Dollars). Compensation for the third year of the Term is contingent on renewal of the Agreement after the initial 2-year term. 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; (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, and (b) the Contract Sum is not exceeded; or (iv) such other methods as may be specified in the Schedule of Compensation. 2.3 Reimbursable Expenses. Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5, and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Consultant at all project meetings reasonably deemed necessary by the City. Coordination of the performance of the work with City is a critical component of the services. If Consultant is required to attend additional meetings to facilitate such coordination, Consultant shall not be entitled to any additional compensation for attending said meetings. 2.4 Invoices. Each month Consultant shall furnish to City an original invoice, using the City template, or in a format acceptable to the City, for all work performed and expenses incurred during the preceding month in a form approved by City's Director of Finance. By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of the Agreement. The invoice shall detail charges for all necessary and actual expenses by the following categories: labor (by sub-category), travel, materials, equipment, supplies, and sub- contractor contracts. Sub-contractor charges shall also be detailed by such categories. Consultant shall not invoice City for any duplicate services performed by more than one person. City shall independently review each invoice submitted by the Consultant to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed or expenses incurred by Consultant which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause 0 I 203.0005/782098.2 6 M-7 Consultant to be paid within 45 (forty-five) days of receipt of Consultant's correct and undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by City for any invoice provided by the Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law. 2.5 Waiver. Payment to Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant. 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 through a Change Order, but not exceeding 90 (ninety) days cumulatively. 3.3 Force Maieure. 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 10 (ten) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. In no event shall Consultant be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Consultant's sole remedy being extension of the Agreement pursuant to this Section. 01203.0005/782098.2 7 M-8 3.4 Term & Extended Term. Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding two (2) years 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 (1) year term by giving advance written notice of the same not later than sixty (60) calendar prior to the expiration of the Term. 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: Coleen Berg Mediator (Name) (Title) It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. All personnel of Consultant, and any authorized agents, shall at all times be under the exclusive direction and control of the Principals. For purposes of this Agreement, the foregoing Principals may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of City. Additionally, Consultant shall utilize only the personnel included in the Proposal to perform services pursuant to this Agreement. Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant's staff and subcontractors, if any, assigned to perform the services required under this Agreement. Consultant shall notify City of any changes in Consultant's staff and subcontractors, if any, assigned to perform the services required under this Agreement, prior to and during any such performance. City shall have the right to approve or reject any proposed replacement personnel, which approval shall not be unreasonably withheld. 4.2 Status of Consultant. Consultant shall have no 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 01203. 0005/782098.2 8 M-9 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 John Alvarez or such person as may be designated by the DIRECTOR OF COMMUNITY DEVELOPMENT. It shall be the Consultant's responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Consultant shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority, if specified in writing by the City Manager, to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement. 4.4 Independent 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 perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Consultant in its business or otherwise or a joint venturer or a member of any joint enterprise with Consultant. 4.5 Prohibition Against Subcontracting or Assignment. The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Consultant shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City; all subcontractors included in the Proposal are deemed approved. 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 25% (twenty five percent) of the present ownership and/or control of Consultant, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the Consultant or any surety of Consultant of any liability hereunder without the express consent of City. 0 l 203. 0005/782098.2 9 M-10 ARTICLE 5. INSURANCE AND INDEMNIFICATION 5.1 Insurance Coverages. Without limiting Consultant's indemnification of City, and prior to commencement of any services under this Agreement, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. (a) General liability insurance. Consultant shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO "insured contract" language will not be accepted. (b) Automobile liability insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Consultant arising out of or 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 Insurance Requirements. (a) Proof of insurance. Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation. Insurance certificates and endorsements must be 01203.0005/782098.2 M-11 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. ( d) City's rights of enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain and continuously maintain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement. ( e) Acceptable insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or 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 otherwise approved by the City's Risk Manager. (f) Waiver of subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants. (g) Enforcement of contract prov1s10ns (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 0 !203.0005/782098.2 11 M-12 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 30 (thirty) day notice of cancellation (except for nonpayment for which a 10 (ten) day notice is required) or nonrenewal of coverage for each required coverage. (j) Additional insured status. General liability policies shall provide or be endorsed to provide that City and its officers, officials, employees, and agents, and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies. (k) Prohibition of undisclosed coverage limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. (1) Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer's limits of liability. The policy(ies) shall not contain any cross-liability exclusions. (m) Pass through clause. Consultant agrees to ensure that its subconsultants, subcontractors, and any other party involved with the project who is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage and endorsements required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with consultants, subcontractors, and others engaged in the project will be submitted to City for review. (n) Agency's right to revise specifications. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant 90 (ninety) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City and Consultant may renegotiate Consultant's compensation. ( o) Self-insured retentions. Any self-insured retentions must be declared to and approved by City. City reserves the 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. 01203. 0005/782098.2 12 M-13 (p) Timely notice of claims. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant's performance under this Agreement, and that involve or may involve coverage under any of the required liability policies. ( q) Additional insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work. 5.3 Indemnification. To the full extent permitted by law, Consultant agrees to indemnify, defend and hold harmless the City, its officers, employees and agents ("Indemnified Parties") against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein "claims or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Consultant is legally liable ("indemnitors"), or arising from Consultant's or indemnitors' reckless or willful misconduct, or arising from Consultant's or indemnitors' negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith: (a) Consultant will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys' fees incurred in connection therewith; (b) Consultant will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Consultant hereunder; and Consultant agrees to save and hold the City, its officers, agents, and employees harmless therefrom; ( c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Consultant for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys' fees. Consultant shall incorporate similar indemnity agreements with its subcontractors and if it fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and failure of City to monitor compliance with these provisions shall not be a waiver hereof. This indemnification includes claims or liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Consultant in the performance of professional 0 l 203.0005/782098.2 13 M-14 services hereunder. The provisions of this Section do not apply to claims or liabilities occurring as a result of City's sole negligence or willful acts or omissions, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City's negligence, except that design professionals' indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness or willful misconduct of the design professional. The indemnity obligation shall be binding on successors and assigns of Consultant and shall survive termination of this Agreement. ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION 6.1 Records. Consultant shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and services performed hereunder (the "books and records"), as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. Any and all such documents shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of three (3) years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required. In the event of dissolution of Consultant's business, custody of the books and records may be given to City, and access shall be provided by Consultant's successor in interest. Notwithstanding the above, the Consultant shall fully cooperate with the City in providing access to the books and records if a public records request is made and disclosure is required by law including but not limited to the California Public Records Act. 6.2 Reports. Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. Consultant hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement. For this reason, Consultant agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein or, if Consultant is providing design services, the cost of the project being designed, Consultant shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Consultant is providing design services, the estimated increased or decreased cost estimate for the project being designed. 6.3 Ownership of Documents. All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials (the "documents and materials") prepared by Consultant, its employees, subcontractors and agents in the performance of this 01203. 0005/782098.2 14 M-15 Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any use, reuse or assignment of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Consultant will be at the City's sole risk and without liability to Consultant, and Consultant's guarantee and warranties shall not extend to such use, reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant shall have the right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom. Moreover, Consultant with respect to any documents and materials that may qualify as "works made for hire" as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed "works made for hire" for the City. 6.4 Confidentiality and Release of Information. (a) All information gained or work product produced by Consultant in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the Contract Officer. (b) Consultant, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered "voluntary" provided Consultant gives City notice of such court order or subpoena. (c) If Consultant, or any officer, employee, agent or subcontractor of Consultant, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorney's fees, caused by or incurred as a result of Consultant's conduct. ( d) Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work 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. 01203.0005/782098.2 15 M-16 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. Instead, the City may give notice to Consultant of the default and the reasons for the default. The notice shall include the timeframe in which Consultant may cure the default. This timeframe is 15 (fifteen) days, but may be extended, though not reduced, if circumstances warrant. During the period of time that Consultant is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. In the alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Consultant does not cure the default, the City may take necessary steps to terminate this Agreement under this Article. Any failure on the part of the City to give notice of the Consultant's default shall not be deemed to result in a waiver of the City's legal rights or any rights arising out of any provision of this Agreement. 7.3 Retention of Funds. Consultant hereby authorizes City to deduct from any amount payable to Consultant (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Consultant's acts or omissions in performing or failing to perform Consultant's obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Consultant to insure, indemnify, and protect City as elsewhere provided herein. 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 0 I 203. 0005/782098.2 16 M-17 provision or a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by a non-defaulting party on any default shall impair such right or remedy or be construed as a waiver. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 7.5 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 7.6 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary provision herein, Consultant shall file a statutory claim pursuant to Government Code Sections 905 et seq. and 910 et seq., in order to pursue a legal action under this Agreement. 7.7 Termination Prior to Expiration of Term. This Section shall govern any termination of this Contract except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Contract at any time, with or without cause, upon thirty (30) days' written notice to Consultant, except that where termination is due to the fault of the Consultant, the period of notice may be such shorter time as may be determined by the Contract Officer. 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. 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 of termination without cause pursuant to this Section, the City need not provide the Consultant with the opportunity to cure pursuant to Section 7.2. 7.8 Termination for Default of Party. If termination is due to the failure of the other Party to fulfill its obligations under this Agreement: (a) City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the 0 I 203. 0005/782098.2 17 M-18 compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Consultant for the purpose of set-off or partial payment of the amounts owed the City as previously stated. (b) Consultant may, after compliance with the provisions of Section 7.2, terminate the Agreement upon written notice to the City's Contract Officer. Consultant shall be entitled to payment for all work performed up to the date of termination. 7.9 Attorneys' Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees. Attorney's fees shall include attorney's fees on any appeal, and in addition a party entitled to attorney's fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 8.1 Non-liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Consultant, or any successor 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. 0 I 203. 0005/782098.2 18 M-19 8.3 Covenant Against Discrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class in the performance of this Agreement. Consultant shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class. 8.4 Unauthorized Aliens. Consultant hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C. § 1101 et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ such unauthorized aliens for the performance of work and/or services covered by this Agreement, and should any liability or sanctions be imposed against City for such use of unauthorized aliens, Consultant hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorneys' fees, incurred by City. 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 72 ( seventy two) hours from the time of mailing if mailed as provided in this section. 9.2 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. 9.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. 0 l203.0005/782098.2 19 M-20 9.4 Integration; Amendment. This Agreement including the attachments hereto is the entire, complete and exclusive expression of the understanding of the parties. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Consultant and by the City Council. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void. 9.5 Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 9.6 Warranty & Representation of Non-Collusion. No official, officer, or employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of City participate in any decision relating to this Agreement which may affect his/her financial interest or the financial interest of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any State or municipal statute or regulation. The determination of "financial interest" shall be consistent with State law and shall not include interests found to be "remote" or "noninterests" pursuant to Government Code Sections 1091 or 1091.5. Consultant warrants and represents that it has not paid or given, and will not pay or give, to any third party including, but not limited to, any City official, officer, or employee, any money, consideration, or other thing of value as a result or consequence of obtaining or being awarded any agreement. Consultant further warrants and represents that (s)he/it has not engaged in any act(s), omission(s), or other conduct or collusion that would result in the payment of any money, consideration, or other thing of value to any third party including, but not limited to, any City official, officer, or employee, as a result of consequence of obtaining or being awarded any agreement. Consultant is aware of and understands that any such act(s), omission(s) or other conduct resulting in such payment of money, consideration, or other thing of value will render this Agreement void and of no force or effect. Consultant's Authorized Initials --- 0 I 203. 0005/782098.2 20 M-21 9. 7 Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) that entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties. [SIGNATURES ON FOLLOWING PAGE] 0 l203.0005/782098.2 21 M-22 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written. ATTEST: Teresa Takaoka, City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP William W. Wynder, City Attorney CITY: CITY OF RANCHO PALOS VERDES, a municipal corporation David Bradley, Mayor CONSULTANT: By: ______________ _ Name: NIA Title: NIA Address: P.O. Box 58, Redondo Beach, CA 90277 Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULT ANT'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 CONSULT ANT'S BUSINESS ENTITY. 0 I 203.0005/782098.2 22 M-23 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 tmthfulnyss, accuracy or validity of that document. ST A TE OF CALIFORNIA COUNTY OF LOS ANGELES On AS?:<\\ 2.9 , 2022 before me, ~esiCa &.xrnso.w~ersonally appeared (01eeo Berg '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 instmment. I certify under PENAL TY 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: ~ YESICA BARROSO • COMM. #2373026 )( NOTARY PUBLIC • CALIFORNIA (/) LOS ANGELES COUNTY () My Comm. Expires Aug. 31, 2025 _. 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 fonn CAP A CITY CLAIMED BY SIGNER 0 INDIVIDUAL 0 CORPORA TE OFFICER □ □ □ □ □ □ TITLE(S) PARTNER(S) 0 LIMITED GENERAL ATTORNEY-IN-FACT TRUSTEE(S) GUARDTAN /CONSERV ATOR OTHER ------------- SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) 0 I 203.0005/782098.2 DESCRIPTION OF ATTACHED DOCUMENT TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DATE OF DOCUMENT SIGNER(S) OTHER THAN NAMED ABOVE M-24 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. STATE OF CALIFORNIA COUNTY OF LOS ANGELES On---~ 2022 before me, _______ , personally appeared _______ , proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are 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 behalfofwhich the person(s) acted, executed the instrument. I ce11ify under PENAL TY 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) PARTNER(S) 0 LIMITED GENERAL ATTORNEY-IN-FACT TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER ------------- SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) 01203. 0005/782098.2 DESCRIPTION OF ATTACHED DOCUMENT TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DA TE OF DOCUMENT SIGNER(S) OTHER THAN NAMED ABOVE M-25 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 ce1tificate is attached, and not the truthfulness, accuracy or validity of that document. STATE OF CALIFORNIA COUNTY OF LOS ANGELES On ____ , 2022 before me, _______ , personally appeared _______ , proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are 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 ce1tify under PENAL TY 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 CORPORATE OFFICER □ □ □ □ □ □ TITLE(S) LIMITED PARTNER(S) 0 GENERAL ATTORNEY-IN-FACT TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER ------------- SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) 0 I 203.0005/782098.2 DESCRIPTION OF ATTACHED DOCUMENT TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DA TE OF DOCUMENT SIGNER(S) OTHER THAN NAMED ABOVE M-26 EXHIBIT "A" SCOPE OF SERVICES I. Consultant will perform the following View Preservation and Restoration mediation consulting Services A. When requested by the City in writing, Consultant shall attend and participate in pre-application meetings with potential applicants and affected neighbors pursuant to the procedures outlined in the City's Local View Restoration Guidelines and Procedures. Consultant shall provide mediation consulting services at these pre-application meetings, the purpose of which is to reach outcomes closely aligned with the City's View Preservation and Restoration goals, procedures, practices, codes, ordinances, policies, and guidelines. B. Consultant shall generally be available to provide these services Monday through Friday, between 7:30 a.m. and 5:30 p.m. Consultant must also be reasonably available to residents of the City who have participated in pre-application meetings under the City's Local View Restoration Guidelines and Procedures. C. When reasonably necessary, Consultant shall attend City-scheduled public outreach meetings regarding the City's Local View Restoration Guidelines and Procedures, which may be scheduled outside of standard business hours. D. Other mediation services requested by the City in writing. II. As part of the Services, Consultant will prepare and deliver the following tangible work products to the City: A. Consultant shall provide the City with written private agreements and any related photographs regarding mediation services. B. Written reports or statements giving timely case updates and/or explanations for why a particular mediation meeting failed. 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. Weekly case status updates via email or by phone for all open View Restoration or Preservation cases in which Consultant has participated. B. Daily telephoned or emailed updates for complicated or sensitive cases, as identified by the City. 0l203.0005/782098.2 A-1 M-27 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. Ms. Coleen Berg 012m.ooosn82098.2 A-2 M-28 EXHIBIT "B" SPECIAL REQUIREMENTS (Superseding Contract Boilerplate) Added text indicated in bold italics, deleted text indicated in strikethrough. [INTENTIONALLY LEFT BLANK] 0 l 203.0005/782098.2 B-1 M-29 EXHIBIT "C" SCHEDULE OF COMPENSATION I. Consultant shall perform the following tasks at the following rates: A. View preservation mediation services TOT AL (including optional one-year extension) RATE $160/hour TIME 280 hrs/year SUB-BUDGET $45,000/year $135,000 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 performed, case number or description of project case, the number of hours worked on each case or project, and the hourly rate. 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. NOT APPLICABLE 0 I 203. 0005/782098.2 C-1 M-30 EXHIBIT "D SCHEDULE OF PERFORMANCE I. Consultant shall perform all Services on an on-call basis as set forth in Exhibit "A" of this Agreement. II. Consultant shall deliver the following tangible work products to the City by the following dates. A. Upon written request by the City, Consultant shall perform with due diligence, mediation services on the dates and times scheduled by the City. B. Upon written request by the City, Consultant shall perform with due diligence, case updates within a 24 hour period from the time the request is made. III. The Contract Officer may approve extensions for performance of the services in accordance with Section 3.2. 0 I 203. 0005/782098 .2 D-1 M-31 PROFESSIONAL SERVICES AGREEMENT By and Between CITY OF RANCHO PALOS VERDES and COTTON, SHIRES AND ASSOCIATES, INC. 01203.0005/782116.2 N-1 AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF RANCHO PALOS VERDES AND COTTON, SHIRES AND ASSOCIATES INC. THIS AGREEMENT FOR PROFESSIONAL SERVICES ("Agreement") is made and entered into on July 1, 2022 by and between the CITY OF RANCHO PALOS VERDES, a California municipal corporation ("City") and COTTON, SHIRES AND ASSOCIATES, INC., a California corporation( "Consultant"). City and Consultant may be referred to, individually or collectively, as "Party" or "Parties." RECITALS ( A. Pursuant to the City of Rancho Palos Verdes Municipal Code Section 2.44.070(A), City has authority to enter into and execute this Agreement. B. 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", as stated in the Proposal, attached hereto as Exhibit "A" and incorporated herein by this reference, which may be referred to herein as the "services" or "work" hereunder. As a material inducement to the City entering into this Agreement, Consultant represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the services required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the work and services contemplated herein. Consultant shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. Consultant covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be both of good quality as well as fit for the purpose intended. For purposes of this Agreement, the phrase "highest professional standards" shall mean those standards of practice recognized by one or more first-class firms performing similar work under similar circumstances. 01203.0005/782116.2 N-2 1.2 Consultant's Proposal. The Scope of Service shall include the Consultant's Proposal which shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such Proposal and this Agreement, the terms of this Agreement shall govern. 1.3 Compliance with Law. Consultant shall keep itself informed concerning, and shall render all services hereunder in accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental entity having jurisdiction in effect at the time service is rendered. 1.4 California Labor Law. If the Scope of Services includes any "public work" or "maintenance work," as those terms are defined in California Labor Code section 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 be performed under this Agreement is a "public work" as defined in Labor Code Section 1720 and that this Agreement is therefore subject to the requirements of Division 2, Part 7, Chapter 1 (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 extent required by Labor Code Section 1771. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages are on file at City Hall and will be made available to any interested party on request. By initiating any work under this Agreement, Consultant acknowledges receipt of a copy of the DIR determination of the prevailing rate of per diem wages, and Consultant shall post a copy of the same at each job site where work is performed under this Agreement. ( c) Penalty for Failure to Pay Prevailing Wages. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The Consultant shall, as a penalty to the City, forfeit $200 (two hundred dollars) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for 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. 012030005/782116.2 2 N-3 (d) Payroll Records. Consultant shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Consultant and each subconsultant to: keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in Section 1776 ; certify and make such payroll records available for inspection as provided by Section 1776; and inform the City of the location of the records. (e) Apprentices. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1777.5, 1777.6, and 1777.7 and California Code of Regulations Title 8, Section 200 et seq. concerning the employment of apprentices on public works projects. Consultant shall be responsible for compliance with these aforementioned Sections for all 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 60 (sixty) 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 8 (eight) hours labor constitutes a legal day's work. Consultant shall comply with and be bound by Labor Code Section 1810. (g) Penalties for Excess Hours. Consultant shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. The Consultant shall, as a penalty to the City, forfeit $25 (twenty five dollars for each worker employed in the performance of this Agreement by the Consultant or by any subcontractor for each calendar day during which such worker is required or permitted to work more than 8 (eight) hours in any one calendar day and 40 (forty) hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter I, Article 3 of the Labor Code. Pursuant to Labor Code section 1815, work performed by employees of Consultant in excess of 8 (eight) hours per day, and 40 (forty) hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of 8 hours per day at not less than one and l ½ ( one and one halt) times the basic rate of pay. (h) Workers' Compensation. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees if it has employees. In accordance with the provisions of California Labor Code Section 1861, Consultant certifies as fo !lows: "I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract." Consultant's Authorized Initials lJTS /--20),__.-, (i) Consultant's Responsibility for Subcontractors. For every subcontractor who will perform work under this Agreement, Consultant shall be responsible for such 0 1203.0005/7821 16.2 3 N-4 (d) Payroll Records. Consultant shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Consultant and each subconsultant to: keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in Section 1776; certify and make such payroll records available for inspection as provided by Section 1776; and inform the City of the location of the records. ( e) Apprentices. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1777.5, 1777.6, and 1777.7 and California Code of Regulations Title 8, Section 200 et seq. concerning the employment of apprentices on public works projects. Consultant shall be responsible for compliance with these aforementioned Sections for all 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 60 (sixty) 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. (f) Eight-Hour Work Day. Consultant acknowledges that 8 (eight) hours labor constitutes a legal day's work. Consultant shall comply with and be bound by Labor Code Section 1810. (g) Penalties for Excess Hours. Consultant shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. The Consultant shall, as a penalty to the City, forfeit $25 (twenty five dollars for each worker employed in the performance of this Agreement by the Consultant or by any subcontractor for each calendar day during which such worker is required or permitted to work more than 8 (eight) hours in any one calendar day and 40 (forty) hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code section 1815, work performed by employees of Consultant in excess of 8 (eight) hours per day, and 40 (forty) hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of 8 hours per day at not less than one and 1 ½ ( one and one half) times the basic rate of pay. (h) Workers' Compensation. California Labor Code Sections 1860 and 3 700 provide that every employer will be required to secure the payment of compensation to its employees if it has employees. In accordance with the provisions of California Labor Code Section 1861, Consultant certifies as follows: "I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract." Consultant's Authorized Initials ---- (i) Consultant's Responsibility for Subcontractors. For every subcontractor who will perform work under this Agreement, Consultant shall be responsible for such 01203.0005/782116.2 3 N-5 subcontractor's compliance with Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code, and shall make such compliance a requirement in any contract with any subcontractor for work under this Agreement. Consultant shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor's compliance, including without limitation, conducting a review of the certified payroll records of the subcontractor on a periodic basis or upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages. Consultant shall diligently take corrective action to halt or rectify any such failure by any subcontractor. 1.5 Licenses, Permits, Fees and Assessments. Consultant shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Consultant's performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City, its officers, employees or agents of City, against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder. 1.6 Familiarity with Work. By executing this Agreement, Consultant warrants that Consultant (i) has thoroughly investigated and considered the scope of services to be performed, (ii) has carefully considered how the services should be performed, and (iii) fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. If the services involve work upon any site, Consultant warrants that Consultant has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. Should the Consultant discover any latent or unknown conditions, which will materially affect the performance of the services hereunder, Consultant shall immediately inform the City of such fact and shall not proceed except at Consultant's risk until written instructions are received from the Contract Officer in the form of a Change Order. 1. 7 Care of Work. The Consultant shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City's own negligence. 1.8 Further Responsibilities of Parties. Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry 01203.0005/782116.2 4 N-6 out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of the other. 1.9 Additional Services. City shall have the 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 Change Order is first given by the Contract Officer to the Consultant, incorporating therein any adjustment in (i) the Contract Sum for the actual costs of the extra work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Consultant. Any increase in compensation of up to 15% (fifteen percent) of the Contract Sum; or, in the time to perform of up to 90 (ninety) days, may be approved by the Contract Officer through a written Change Order. Any greater increases, taken either separately or cumulatively, must be approved by the City Council. It is expressly understood by Consultant that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services. Consultant hereby acknowledges that it accepts the 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. If in the performance of the contract scope, the Consultant becomes aware of material defects in the scope, duration or span of the contract or the Consultant becomes aware of extenuating circumstance that will or could prevent the completion of the contract, on time or on budget, the Consultant shall inform the Contracting Officer of an anticipated Change Order. This proposed change order will stipulate, the facts surrounding the issue, proposed solutions, proposed costs and proposed schedule impacts. 1.10 Special Requirements. Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the "Special Requirements" attached hereto as Exhibit "B" and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit "B" and any other provisions of this Agreement, the provisions of Exhibit "B" shall govern. ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT. 2.1 Contract Sum. Subject to any limitations set forth 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 $540,000 (Five Hundred Forty Thousand Dollars) (the "Contract Sum"), unless additional compensation is approved pursuant to Section 1.9. Annual compensation shall not exceed $180,000 (One Hundred Eighty Thousand Dollars). 01203.0005/782116.2 5 N-7 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; (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, and (b) the Contract Sum is not exceeded; or (iv) such other methods as may be specified in the Schedule of Compensation. 2.3 Reimbursable Expenses. Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5, and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Consultant at all project meetings reasonably deemed necessmy 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, using the City template, or in a format acceptable to the City, for all work performed and expenses incurred during the preceding month in a form approved by City's Director of Finance. By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of the Agreement. The invoice shall detail charges for all necessary and actual expenses by the following categories: labor (by sub-category), travel, materials, equipment, supplies, and sub- contractor contracts. Sub-contractor charges shall also be detailed by such categories. Consultant shall not invoice City for any duplicate services performed by more than one person. City shall independently review each invoice submitted by the Consultant to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed or expenses incurred by Consultant which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause Consultant to be paid within 45 (forty-five) days of receipt of Consultant's correct and undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by City for any invoice provided by the Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law. II I 01203.0005/782116.2 6 N-8 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. 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 through a Change Order, but not exceeding 90 (ninety) days cumulatively. 3.3 Force Majeure. The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Consultant, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant shall within 10 (ten) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. In no event shall Consultant be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Consultant's sole remedy being extension of the Agreement pursuant to this Section. 3.4 Term & Extended Term. Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding two years from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit "D"). The City may, in its discretion, extend the Term for one additional I-year term by giving advance written notice of the same not later than sixty (60) calendar prior to the expiration of the Term .. 01203.0005/782116.2 7 N-9 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: Michael B. Phipps (Name) Patrick 0. Shires (Name) Principal Engineering Geologist (Title) Senior Principal Geotechnical Engineer (Title) It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. All personnel of Consultant, and any authorized agents, shall at all times be under the exclusive direction and control of the Principals. For purposes of this Agreement, the foregoing Principals may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of City. Additionally, Consultant shall utilize only the personnel included in the Proposal to perform services pursuant to this Agreement. Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant's staff and subcontractors, if any, assigned to perform the services required under this Agreement. Consultant shall notify City of any changes in Consultant's staff and subcontractors, if any, assigned to perform the services required under this Agreement, prior to and during any such performance. City shall have the right to approve or reject any proposed replacement personnel, which approval shall not be unreasonably withheld. 4.2 Status of Consultant. Consultant shall have no 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 Ken Rukavina, Director of Community Development, or such person as may be designated by the City Manager. It shall be the Consultant's responsibility 01203.0005/782116.2 8 N-10 to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Consultant shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority, if specified in writing by the City Manager, to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement. 4.4 Independent 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 perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Consultant in its business or otherwise or a joint venturer or a member of any joint enterprise with Consultant. 4.5 Prohibition Against Subcontracting or Assignment. The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Consultant shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City; all subcontractors included in the Proposal are deemed approved. 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 conce1i of more 25% (twenty five percent) of the present ownership and/or control of Consultant, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the Consultant or any surety of Consultant of any liability hereunder without the express consent of City. ARTICLE 5. INSURANCE AND INDEMNIFICATION 5.1 Insurance Coverages. Without limiting Consultant's indemnification of City, and prior to commencement of any services under this Agreement, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. 01203.0005/782116.2 9 N-11 (a) General liability insurance. Consultant shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO "insured contract" language will not be accepted. (b) Automobile liability insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Consultant arising out of or 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 Insurance Requirements. (a) Proof of insurance. Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation. Insurance certificates and endorsements must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. City reserves the 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. 012030005/782116.2 N-12 (c) Primary/noncontributing. Coverage provided by Consultant shall be primary and any insurance or self-insurance procured or maintained by City shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non- contributory basis for the benefit of City before the City's own insurance or self-insurance shall be called upon to protect it as a named insured. ( d) City's rights of enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain and continuously maintain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement. (e) Acceptable insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or 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 otherwise approved by the City's Risk Manager. (f) Waiver of subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants. (g) Enforcement of contract prov1s10ns (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 30 (thirty) day notice of cancellation ( except for 012030005/782116.2 11 N-13 nonpayment for which a 10 (ten) day notice is required) or nonrenewal of coverage for each required coverage. U) Additional insured status. General liability policies shall provide or be endorsed to provide that City and its officers, officials, employees, and agents, and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies. (k) Prohibition of undisclosed coverage limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. (I) Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer's limits of liability. The policy(ies) shall not contain any cross-liability exclusions. (m) Pass through clause. Consultant agrees to ensure that its subconsultants, subcontractors, and any other party involved with the project who is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage and endorsements required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with consultants, subcontractors, and others engaged in the project will be submitted to City for review. (n) Agency's right to revise specifications. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant 90 (ninety) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City and Consultant may renegotiate Consultant's compensation. ( o) Self-insured retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by City. (p) Timely notice of claims. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant's performance under this Agreement, and that involve or may involve coverage under any of the required liability policies. ( q) Additional insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work. 01203.0005/782116.2 12 N-14 5.3 Indemnification. To the full extent permitted by law, Consultant agrees to indemnify, defend and hold harmless the City, its officers, employees and agents ("Indemnified Parties") against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein "claims or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Consultant is legally liable ("indemnitors"), or arising from Consultant's or indemnitors' reckless or willful misconduct, or arising from Consultant's or indemnitors' negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith: (a) Consultant will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys' fees incurred in connection therewith; (b) Consultant will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Consultant hereunder; and Consultant agrees to save and hold the City, its officers, agents, and employees harmless therefrom; ( c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Consultant for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys' fees. Consultant shall incorporate similar indemnity agreements with its subcontractors and if it fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and failure of City to monitor compliance with these provisions shall not be a waiver hereof. This indemnification includes claims or liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Consultant in the performance of professional services hereunder. The provisions of this Section do not apply to claims or liabilities occurring as a result of City's sole negligence or willful acts or omissions, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City's negligence, except that design professionals' indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness or willful misconduct of the design professional. The indemnity obligation shall be binding on successors and assigns of Consultant and shall survive termination of this Agreement. 01203.0005/782116.2 13 N-15 ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION 6.1 Records. Consultant shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and services performed hereunder (the "books and records"), as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. Any and all such documents shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of three (3) years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required. In the event of dissolution of Consultant's business, custody of the books and records may be given to City, and access shall be provided by Consultant's successor in interest. Notwithstanding the above, the Consultant shall fully cooperate with the City in providing access to the books and records if a public records request is made and disclosure is required by law including but not limited to the California Public Records Act. 6.2 Reports. Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. Consultant hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement. For this reason, Consultant agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein or, if Consultant is providing design services, the cost of the project being designed, Consultant shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Consultant is providing design services, the estimated increased or decreased cost estimate for the project being designed. 6.3 Ownership of Documents. All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, rep01is, records, documents and other materials (the "documents and materials") prepared by Consultant, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any use, reuse or assignment of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Consultant will be at the City's sole risk and without liability to Consultant, and Consultant's guarantee and warranties shall not extend to such use, reuse or assignment. Consultant may retain copies of such 01203.0005/782116.2 14 N-16 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. § l O 1, such documents and materials are hereby deemed "works made for hire" for the City. 6.4 Confidentiality and Release of Information. (a) All information gained or work product produced by Consultant in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the Contract Officer. (b) Consultant, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered "voluntary" provided Consultant gives City notice of such court order or subpoena. ( c) If Consultant, or any officer, employee, agent or subcontractor of Consultant, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorney's fees, caused by or incurred as a result of Consultant's conduct. ( d) Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work 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 comi in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such comi in the event of such action. In the event of litigation in a U.S. District 01203.0005/782116.2 15 N-17 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 Consullant for any work performed after the date of default. Instead, the City may give notice to Consultant of the default and the reasons for the default. The notice shall include the timeframe in which Consultant may cure the default. This timeframe is 15 (fifteen) days, but may be extended, though not reduced, if circumstances warrant. During the period of time that Consultant is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. In the alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Consultant does not cure the default, the City may take necessary steps to terminate this Agreement under this Article. Any failure on the part of the City to give notice of the Consultant's default shall not be deemed to result in a waiver of the City's legal rights or any rights arising out of any provision of this Agreement. 7.3 Retention of Funds. Consultant hereby authorizes City to deduct from any amount payable to Consultant (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Consultant's acts or omissions in performing or failing to perform Consultant's obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Consultant to insure, indemnify, and protect City as elsewhere provided herein. 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. 01203.0005/782116.2 16 N-18 Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 7 .6 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary provision herein, Consultant shall file a statutory claim pursuant to Government Code Sections 905 et seq. and 910 et seq., in order to pursue a legal action under this Agreement. 7.7 Termination Prior to Expiration of Term. This Section shall govern any termination of this Contract except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Contract at any time, with or without cause, upon thi1iy (30) days' written notice to Consultant, except that where termination is due to the fault of the Consultant, the period of notice may be such shorter time as may be determined by the Contract Officer. Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. 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 of termination without cause pursuant to this Section, the City need not provide the Consultant with the opportunity to cure pursuant to Section 7 .2. 7.8 Termination for Default of Party. If termination is due to the failure of the other Party to fulfill its obligations under this Agreement: (a) City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Consultant for the purpose of set-off or partial payment of the amounts owed the City as previously stated. (b) Consultant may, after compliance with the provisions of Section 7.2, terminate the Agreement upon written notice to the City's Contract Officer. Consultant shall be entitled to payment for all work performed up to the date of termination. 012030005/782116.2 17 N-19 7.9 Attorneys' Fees. If either patiy to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees. Attorney's fees shall include attorney's fees on any appeal, and in addition a party entitled to attorney's fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 8.1 Non-liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Consultant, or any successor 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 performance of this Agreement. Consultant shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, 01203.0005/782116.2 18 N-20 religion, sex, gender, sexual orientation, marital status, national ongm, ancestry or other protected class. 8.4 Unauthorized Aliens. Consultant hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C. § 110 I et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ such unauthorized aliens for the performance of work and/or services covered by this Agreement, and should any liability or sanctions be imposed against City for such use of unauthorized aliens, Consultant hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorneys' fees, incurred by City. 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 72 (seventy two) hours from the time of mailing if mailed as provided in this section. 9.2 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. 9.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. 9.4 Integration; Amendment. This Agreement including the attachments hereto is the entire, complete and exclusive expression of the understanding of the parties. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Consultant and by 01203 0005/782116.2 19 N-21 the City Council. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void. 9.5 Severability. In the event that any one or more of the phrases, sentences, clauses , paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 9.6 Warranty & Representation of Non-Collusion. No official, officer, or employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any official , officer, o r employee of City participate in any decision relating to this Agreement which may affect his/her financial interest or the financial interest of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any State or municipal statute or regulation. The determination of "financial interest" shall be consistent with State law and shall not include interests found to be "remote" or "noninterests" pursuant to Government Code Sections 1091 or 1091.S. Consultant warrants and represents that it has not paid or given, and will not pay or give, to any third party including, but not limited to, any City official, officer, or employee, any money, consideration, or other thing of value as a result or consequence of obtaining or being awarded any agreement. Consultant further warrants and represents that (s)he/it has not engaged in any act(s), omission(s), or other conduct or collusion that would result in the payment of any money , consideration, or other thing of value to any third party including, but not limited to, any City official , officer, or employee, as a result of consequence of obtaining or being awarded any agreement. Consultant is aware of and understands that any such act(s), omission(s) or other conduct resulting in such payment of money, consideration, or other thing of value will render this Agreement void and of no force or effect. Consultant's Authorized Initials JJ7S /-{9 }--- 1 9.7 Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing th is Agreement, such party is formally bound to the provisions of this Agreement, and (iv) that entering into this Agreement does not violate any prov is ion of any other Agreement to which said party is bound. This Agreement shall be binding upon the heirs , executors, administrators, successors and assigns of the parties. [SIGNATURES ON FOLLOWING PAGE} 0 I 203.0005 /7 82116 .2 20 N-22 the City Council. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void. 9.5 Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 9.6 Warranty & Representation of Non-Collusion. No official, officer, or employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of City participate in any decision relating to this Agreement which may affect his/her financial interest or the financial interest of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any State or municipal statute or regulation. The determination of "financial interest" shall be consistent with State law and shall not include interests found to be "remote" or "noninterests" pursuant to Government Code Sections 1091 or 1091.5. Consultant warrants and represents that it has not paid or given, and will not pay or give, to any third party including, but not limited to, any City official, officer, or employee, any money, consideration, or other thing of value as a result or consequence of obtaining or being awarded any agreement. Consultant further warrants and represents that (s)he/it has not engaged in any act(s), omission(s), or other conduct or collusion that would result in the payment of any money, consideration, or other thing of value to any third party including, but not limited to, any City official, officer, or employee, as a result of consequence of obtaining or being awarded any agreement. Consultant is aware of and understands that any such act(s), omission(s) or other conduct resulting in such payment of money, consideration, or other thing of value will render this Agreement void and of no force or effect. Consultant's Authorized Initials --- 9.7 Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said paiiy, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) that entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties. [SIGNATURES ON FOLLOWING PAGE] 01203.0005/782116.2 20 N-23 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written . ATTEST: Teresa Takaoka, City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP William W . Wynder, City Attorney CITY: CITY OF RANCHO PALOS VERDES, a municipal corporation David L. Bradley, Mayor CONSULTANT: COTTON, SHIRES AND AS SOCIA TES, INC., a Cal if'i;nia co;oration ~-! I) .• By:JJ~T ~aA . Name: David T. Schrier Title: Vice President By:~F ~ Name : Andrew T. Mead Title: Secretary Address: 330 Village Lane Los Gatos, CA 95030 Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY. 012030005/782116.2 21 N-24 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 ce1iificate is attached, and not the truthfulness, accuracy or validity of that document. STATE OF CALIFORNIA 3c;\A 4-A-~ COUNTYOFJ..eflANOEL~ ~ ~,)----( On b ~,' 2022 before me, • ......,...,...,...._,u u • ,~eared ~r , pro~= on the bas~ factory evidence to be the son(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 behalfofwhich the person(s) acted, executed the instrument. I ce1iify under PENAL TY OF PERJURY under the laws of the State of California that the fore oing paragraph is true and correct. WITNES~ Signature: ~ IONE MAI PEARCE -; Notary Public • Califor~ia ;;; Santa Clara Countv ~ ~ Commission# 2321803 ~ My Comm, Expires Feb 17, 2024 z z > 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 CORPORATE OFFICER □ □ □ □ □ □ TITLE(S) PARTNER(S) 0 LIMITED GENERAL ATTORNEY-IN-FACT TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER ___________ _ SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) 012030005/782116.2 DESCRIPTION OF ATTACHED DOCUMENT TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DATE OF DOCUMENT SIGNER(S) OTHER THAN NAMED ABOVE N-25 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 .\--c-~ COUNTY OF~ ~ \.,b,.' ~ p J,L ~ ) r-- On~ ~A~ , 2022 before me,~ ,' personally appeared _______ , proved to me on the bas~factory 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 Stat · "adibe +e&agtirl!twyraph is true and correct. IONE MAI PEARCE Notary Public • California z Santa Clara County ~ WI Commission# 2321803 - y Comm. Expires F~b 17, 2024 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 CAP A CITY CLAIMED BY SIGNER 0 INDIVIDUAL 0 CORPORA TE OFFICER □ □ □ □ □ □ TITLE(S) PARTNER(S) 0 LIMITED GENERAL ATTORNEY-IN-FACT TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER ____________ _ SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) 01203.0005/782116.2 DESCRIPTION OF ATTACHED DOCUMENT TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DA TE OF DOCUMENT SIGNER(S) OTHER THAN NAMED ABOVE N-26 EXHIBIT "A" SCOPE OF SERVICES I. Consultant will perform the following on-call geotechnical consulting services for City projects and for privately developed projects (the "Services"), as requested by the Contract Officer or his/her designee, as follows: A. Category l Preliminary Site Review: Consultant will review plans provided by the Planning Department, city files, and conduct a site field inspection to determine if geotechnical reports or studies will be required (i.e., Category 2 Services), as part of the plan check process. Consultant will provide Preliminary Site Review reports by the next business day. B. Category 2 Review of Geotechnical Report: If, based on the Preliminary Site Review (Category I), Consultant determines that a geoteclmical report is required, Consultant will conduct a geotechnical review of submitted geotechnical reports and one review of supplemental information. C. Category 3 Field Inspection and Review of Geotechnical Repo1i: This Service shall be provided when a geotechnical report is already required to be submitted for geotechnical review as part of the Planning review process. Consultant may be required to provide a Category 3 Service, which combines the initial field inspection (Category I) and review of a geotechnical report (Category 2). Category 3 Services therefore include a site field inspection, the review of the geotechnical report, and the review of one supplemental report. D. Category 4 (additional information/update review): Consultant will provide this a Category 4 Service when Consultant must review additional information to approve geotechnical reports, or an update letter to an existing geotechnical report is submitted (for example, for an addition or a pool). E. Category 5 (special studies): Special studies are Services that are beyond the scope of Category I through 4 Services, including but not limited to review of the site for view restoration, bluff top properties, code enforcement, subdivisions, attendance at Planning Commission and City Council meetings and other special projects. The specific Services required and the estimated costs will be determined by Consultant prior to performance of the Services on a time and material basis, and require City approval. F. The Services shall be performed as follows: 1. Types of Reports. Consultant shall provide peer review the following 012010005/782116.2 A-1 N-27 types of soils and geology reports presented to Consultant by City: (a) Soils and/or geology investigation reports performed for proposed construction in the City; (b) As-built geotechnical reports for construction, such as, for caissons, retaining walls, etc.; (c) As-graded reports for grading of single lots and/or larger subdivisions in the City; ( d) Other reports of inspection and testing of compacted fills that are placed in the City. (e) Not included: reports of hazardous wastes or materials. 2. Peer Review Consultant shall review and evaluate reports, checking the consistency of the findings, conclusions, and recommendations, and ascertain whether all applicable provisions of the Rancho Palos Verdes Municipal Code, and County of Los Angeles Manual or Preparation of Geotechnical Reports are satisfied. Consultant may also perform site field inspections, logging of borings and trenches, sampling and laboratory tests, engineering analysis, and other tasks, as Consultant deems appropriate to assist in Consultant's reviews. 3. Records. As each project for which the Services are required shall have its own trust deposit or budget account, all of Consultant's costs are to be allocated to the trust deposit, plan check number, or other special fund to which they pertain. The tract, lot or parcel numbers, address or other designation to identify the project site to which the costs pertain shall be indicated on all records and documents. G. Miscellaneous on-call city-related Geology services not associated with a development planning case. II. As part of the Services, Consultant will prepare and deliver the following tangible work products to the City: A. Preliminary Site Review (Category I) B. Peer review of reports: 01203.0005/782116.2 1. Non-approval letter. Consultant shall state why approval was not recommended and shall list questions to be addressed by subsequent reports. A-2 N-28 2. Approval letter. Consultant shall recommend to City the conditions of approval of projects, issuing of permits and certifications of occupancy, as appropriate. III. Consultant will utilize the following personnel to accomplish the Services: A. Michael B. Phipps B. Matthew J. Janousek C. Christopher W. Dean D. Patrick 0. Shires E. John M. Wallace F. Josh Myers G. Solishia Andico H. Gerardo Hernandez 012030005/782116.2 A-3 N-29 EXHIBIT "B" SPECIAL REQUIREMENTS (Superseding Contract Boilerplate) Added text indicated in bold italics , deleted text indicated in strikethrough. INTENTIONALLY LEFT BLANK] 01203.0005/782116 .2 B -1 N-30 Category I $ 275 Category 2 $ 1,550 Category 3 $ 1,825 Category 4 $ 437.50 Category 5 (Trust deposit) Miscellaneous On-call Services EXHIBIT "C" SCHEDULE OF COMPENSATION GEOLOGIC REVIEWS For preparation of a Preliminary Site Review as part of the Building and Safety plan check process and covers the review of plans, city files, and a site visit to determine if geotechnical rep01is or studies will be required. When submittal of a geotechnical rep01i is required based on the initial site assessment ( category 1 fee has already been paid). This fee covers the geotechnical review of submitted geotechnical reports and one review of supplemental information. When a geology / soils report is required to be submitted for geotechnical review as part of the Planning review process. The fee covers the cost of a site visit, the review of the geotechnical repo1i, and the review of one supplemental report. When additional information is required to approve geotechnical reports or an update letters is required. For services that would not be pmi of a fixed fee process, such as review of the site visits for view restoration, bluff top properties, code enforcement, subdivisions, and other special projects. The estimated costs will be determined prior to the schedule on time and material basis. This fee is to be determined by staff. Miscellaneous on-call services shall be compensated based on a time and materials basis in accordance with the hour rates in Exhibit "C-1" N-31 EXHIBIT "C-1" RATES FOR ALL PERSONNEL A. Senior Principal Engineer/Geophysicist $250.00/hr B. Principal Geo lo gist/Engineer $230.00/hr C. Supervising Geologist/Engineer $205.00/hr D. Senior Geologist/Engineer/GIS Specialist $180.00/hr E. Senior Staff Geologist/Engineer $165.00/hr F. Staff Geologist/Engineer $150.00/hr G. Field/Laboratory Technician* $125.00/hr H. Technician Illustrating $120.00/hr I. Clerical/ Accounting $85.00/hr * prevailing wage rate 012030005/782116.2 D-1 N-32 EXHIBIT "D" SCHEDULE OF PERFORMANCE I. Consultant shall deliver the following tangible work products to the City by the following dates. A. Field review reports shall be submitted no later than the business day following the field review. B. For all other reports, no later than two weeks after Consultant receives a report to review, Consultant shall submit a written review letter to City stating the results of Consultant's review and Consultant's recommendations of either: a. Non-approval. Consultant shall state why approval was not recommended and shall list questions to be addressed by subsequent reports. b. Approval. Consultant shall recommend to City the conditions of approval of projects, issuing of permits and certifications of occupancy, as appropriate. II. The Contract Officer may approve extensions for performance of the services in accordance with Section 3.2. 01203.0005/782116.2 D-2 N-33 PROFESSIONAL SERVICES AGREEMENT By and Between CITY OF RANCHO PALOS VERDES and LSA ASSOCIATES, INC. For BIOLOGICAL CONSULTING SERVICES 01203 .0005/786904.1 O-1 AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF RANCHO PALOS VERDES AND LSA ASSOCIATES, INC. THIS AGREEMENT FOR PROFESSIONAL SERVICES ("Agreement") is made and entered into on _____ , 2022 by and between the CITY OF RANCHO PALOS VERDES, a California municipal corporation ("City") and LSA ASSOCIATES, INC., a California corporation ("Consultant"). City and Consultant may be referred to, individually or collectively, as "Party" or "Parties." RECITALS A. City has sought the performance of the services defined and described particularly in Article 1 of this Agreement. B. Consultant, following submission of a proposal for the performance of the services defined and described particularly in Article I 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 I 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", as stated in the Proposal, attached hereto as Exhibit "A" and incorporated herein by this reference, which may be referred to herein as the "services" or "work" hereunder. As a material inducement to the City entering into this Agreement, Consultant represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the services required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the work and services contemplated herein. Consultant shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. Consultant covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be both of good quality as well as fit for the purpose intended. For purposes of this Agreement, the phrase "highest professional standards" shall mean 01203 0005/786904.1 O-2 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 Proposal which shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such Proposal and this Agreement, the terms of this Agreement shall govern. 1.3 Compliance with Law. Consultant shall keep itself informed concerning, and shall render all services hereunder in accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental entity having jurisdiction in effect at the time service is rendered. 1.4 California Labor Law. If the Scope of Services includes any "public work" or "maintenance work," as those terms are defined in California Labor Code section 1720 et seq. and California Code of Regulations, Title 8, Section 16000 et seq., and if the total compensation is $1,000 or more, Consultant shall pay prevailing wages for such work and comply with the requirements in California Labor Code section 1770 et seq. and 1810 et seq., and all other applicable laws, including the following requirements: ( a) Public Work. The Parties acknowledge that some or all of the work to be performed under this Agreement is a "public work" as defined in Labor Code Section 1 720 and that this Agreement is therefore subject to the requirements of Division 2, Part 7, Chapter 1 ( commencing with Section 1 720) 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 extent required by Labor Code Section 1771. Pursuant to Labor Code Section 1773 .2, copies of the prevailing rate of per diem wages are on file at City Hall and will be made available to any interested party on request. By initiating any work under this Agreement, Consultant acknowledges receipt of a copy of the DIR determination of the prevailing rate of per diem wages, and Consultant shall post a copy of the same at each job site where work is performed under this Agreement. (c) Penalty for Failure to Pay Prevailing Wages. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The Consultant shall, as a penalty to the City, forfeit $200 (two hundred dollars) for each calendar 01203 .0005/786904.1 2 O-3 day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Consultant or by any subcontractor. ( d) Payroll Records. Consultant shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Consultant and each subconsultant to: keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in Section 1776; certify and make such payroll records available for inspection as provided by Section 1776; and inform the City of the location of the records. (e) Apprentices. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1777.5, 1777.6, and 1777.7 and California Code of Regulations Title 8, Section 200 et seq. concerning the employment of apprentices on public works projects. Consultant shall be responsible for compliance with these aforementioned Sections for all 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 60 (sixty) 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. (f) Eight-Hour Work Day. Consultant acknowledges that 8 (eight) hours labor constitutes a legal day's work. Consultant shall comply with and be bound by Labor Code Section 1810. (g) Penalties for Excess Hours. Consultant shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. The Consultant shall, as a penalty to the City, forfeit $25 (twenty five dollars for each worker employed in the performance of this Agreement by the Consultant or by any subcontractor for each calendar day during which such worker is required or permitted to work more than 8 (eight) hours in any one calendar day and 40 (forty) hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code section 1815, work performed by employees of Consultant in excess of 8 (eight) hours per day, and 40 (forty) hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of 8 hours per day at not less than one and 1 ½ ( one and one half) times the basic rate of pay. (h) Workers' Compensation. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees if it has employees. In accordance with the provisions of California Labor Code Section 1861, Consultant certifies as follows: "I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance 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 .0005/786904.1 3 O-4 Consultant's Authorized Initials ---- (i) Consultant's Responsibility for Subcontractors. For every subcontractor who will perform work under this Agreement, Consultant shall be responsible for such subcontractor's compliance with Division 2, Part 7, Chapter 1 ( commencing with Section 1720) of the California Labor Code, and shall make such compliance a requirement in any contract with any subcontractor for work under this Agreement. Consultant shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor's compliance, including without limitation, conducting a review of the certified payroll records of the subcontractor on a periodic basis or upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages. Consultant shall diligently take corrective action to halt or rectify any such failure by any subcontractor. 1.5 Licenses, Permits, Fees and Assessments. Consultant shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Consultant's performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City, its officers , employees or agents of City, against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder. 1.6 Familiarity with Work. By executing this Agreement, Consultant warrants that Consultant (i) has thoroughly investigated and considered the scope of services to be performed, (ii) has carefully considered how the services should be performed, and (iii) fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. If the services involve work upon any site, Consultant warrants that Consultant has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. Should the Consultant discover any latent or unknown conditions, which will materially affect the performance of the services hereunder, Consultant shall immediately inform the City of such fact and shall not proceed except at Consultant's risk until written instructions are received from the Contract Officer in the form of a Change Order. 1.7 Care of Work. The Consultant shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans , studies and/or other components thereof to prevent losses or damages , and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City's own negligence. 0120 3.000 5/7 86904 . l 4 O-5 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 service 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 Change Order is first given by the Contract Officer to the Consultant, incorporating therein any adjustment in (i) the Contract Sum for the actual costs of the extra work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Consultant. Any increase in compensation of up to 15% (fifteen percent) of the Contract Sum; or, in the time to perform ofup to 90 (ninety) days, may be approved by the Contract Officer through a written Change Order. Any greater increases, taken either separately or cumulatively, must be approved by the City Council. It is expressly understood by Consultant that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services. Consultant hereby acknowledges that it accepts the 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. If in the performance of the contract scope, the Consultant becomes aware of material defects in the scope, duration or span of the contract or the Consultant becomes aware of extenuating circumstance that will or could prevent the completion of the contract, on time or on budget, the Consultant shall inform the Contracting Officer of an anticipated Change Order. This proposed change order will stipulate, the facts surrounding the issue, proposed solutions, proposed costs and proposed schedule impacts. 1.10 Special Requirements. Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the "Special Requirements" attached hereto as Exhibit "B" and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit "B" and any other provisions of this Agreement, the provisions of Exhibit "B" shall govern. 01203 .0005/786904.1 5 O-6 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 $30,000 (Thirty thousand Dollars) (the "Contract Sum"), unless additional compensation is approved pursuant to Section 1.9. Annual compensation shall not exceed $15,000 (Fifteen Thousand Dollars). 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; (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, and (b) the Contract Sum is not exceeded; or (iv) such other methods as may be specified in the Schedule of Compensation. 2.3 Reimbursable Expenses. Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5, and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Consultant at all project meetings reasonably deemed necessary by the City. Coordination of the performance of the work with City is a critical component of the services. If Consultant is required to attend additional meetings to facilitate such coordination, Consultant shall not be entitled to any additional compensation for attending said meetings. 2.4 Invoices. Each month Consultant shall furnish to City an original invoice, using the City template, or in a format acceptable to the City, for all work performed and expenses incurred during the preceding month in a form approved by City's Director of Finance. By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of the Agreement. The invoice shall detail charges for all necessary and actual expenses by the following categories: labor (by sub-category), travel, materials, equipment, supplies, and sub- contractor contracts. Sub-contractor charges shall also be detailed by such categories. Consultant shall not invoice City for any duplicate services performed by more than one person. City shall independently review each invoice submitted by the Consultant to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed or expenses incurred by Consultant which are disputed by City, or as provided in Section 7 .3, City will use its best efforts to cause Consultant to be paid within 45 (forty-five) days of receipt of Consultant's correct and 01203 0005/786904.1 6 O-7 undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by City for any invoice provided by the Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law. 2.5 Waiver. Payment to Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant. 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 through a Change Order, but not exceeding 90 (ninety) days cumulatively. 3.3 Force Maieure. 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 10 (ten) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. In no event shall Consultant be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Consultant's sole remedy being extension of the Agreement pursuant to this Section. 3.4 Term. Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding two 01203.0005/786904.1 7 O-8 years 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 term. 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: Blake Selna (Name) Bo Gould (Name) Principal in Charge (Title) Project Manager (Title) It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. All personnel of Consultant, and any authorized agents, shall at all times be under the exclusive direction and control of the Principals. For purposes of this Agreement, the foregoing Principals may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of City. Additionally, Consultant shall utilize only the personnel included in the Proposal to perform services pursuant to this Agreement. Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant's staff and subcontractors, if any, assigned to perform the services required under this Agreement. Consultant shall notify City of any changes in Consultant's staff and subcontractors, if any, assigned to perform the services required under this Agreement, prior to and during any such performance. City shall have the right to approve or reject any proposed replacement personnel, which approval shall not be umeasonably withheld. 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. 01203.0005/786904. l 8 O-9 4.3 Contract Officer. The Contract Officer shall be the Director of Community Development or such person as may be designated by the City Manager. It shall be the Consultant's responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Consultant shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority, if specified in writing by the City Manager, to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement. 4.4 Independent 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 perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Consultant in its business or otherwise or a joint venturer or a member of any joint enterprise with Consultant. 4.5 Prohibition Against Subcontracting or Assignment. The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Consultant shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City; all subcontractors included in the Proposal are deemed approved. 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 25% (twenty five percent) of the present ownership and/or control of Consultant, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the Consultant or any surety of Consultant of any liability hereunder without the express consent of City. ARTICLE 5. INSURANCE AND INDEMNIFICATION 5.1 Insurance Coverages. Without limiting Consultant's indemnification of City, and prior to commencement of any services under this Agreement, Consultant shall obtain, provide and maintain at its own 01203.0005/786904.l 9 O-10 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 general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO "insured contract" language will not be accepted. (b) Automobile liability insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Consultant arising out of or 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 Insurance Requirements. (a) Proof of insurance. Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation. Insurance certificates and endorsements must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at any time. 01203.0005/786904. l 10 O-11 (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. ( d) City's rights of enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain and continuously maintain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement. ( e) Acceptable insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or 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 otherwise approved by the City's Risk Manager. (f) Waiver of subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants. (g) Enforcement of contract prov1s10ns (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 01203 .0005/786904.1 11 O-12 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 30 (thirty) day notice of cancellation (except for nonpayment for which a 10 (ten) day notice is required) or nonrenewal of coverage for each required coverage. 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. (k) Prohibition of undisclosed coverage limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. (1) Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer's limits of liability. The policy(ies) shall not contain any cross-liability exclusions. (m) Pass through clause. Consultant agrees to ensure that its subconsultants, subcontractors, and any other party involved with the project who is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage and endorsements required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with consultants, subcontractors, and others engaged in the project will be submitted to City for review. (n) Agency's right to revise specifications. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant 90 (ninety) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City and Consultant may renegotiate Consultant's compensation. ( o) Self-insured retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by City. (p) Timely notice of claims. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant's performance under this Agreement, and that involve or may involve coverage under any of the required liability policies. 0!203.0005/786904. l 12 O-13 ( q) Additional insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work. 5.3 Indemnification. To the full extent permitted by law, Consultant agrees to indemnify, defend and hold harmless the City, its officers, employees and agents ("Indemnified Parties") against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein "claims or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Consultant is legally liable ("indemnitors"), or arising from Consultant's or indemnitors' reckless or willful misconduct, or arising from Consultant's or indemnitors' negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith: (a) Consultant will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys' fees incurred in connection therewith; (b) Consultant will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Consultant hereunder; and Consultant agrees to save and hold the City, its officers, agents, and employees harmless therefrom; ( c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Consultant for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys' fees. Consultant shall incorporate similar indemnity agreements with its subcontractors and if it fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and failure of City to monitor compliance with these provisions shall not be a waiver hereof. This indemnification includes claims or liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Consultant in the performance of professional services hereunder. The provisions of this Section do not apply to claims or liabilities occurring as a result of City's sole negligence or willful acts or omissions, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City's negligence, except that design professionals' indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness or willful misconduct of the design professional. The 01203.0005/786904. l 13 O-14 indemnity obligation shall be binding on successors and assigns of Consultant and shall survive termination of this Agreement. ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION 6.1 Records. Consultant shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and services performed hereunder (the "books and records"), as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. Any and all such documents shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of three (3) years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required. In the event of dissolution of Consultant's business, custody of the books and records may be given to City, and access shall be provided by Consultant's successor in interest. Notwithstanding the above, the Consultant shall fully cooperate with the City in providing access to the books and records if a public records request is made and disclosure is required by law including but not limited to the California Public Records Act. 6.2 Reports. Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. Consultant hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement. For this reason, Consultant agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein or, if Consultant is providing design services, the cost of the project being designed, Consultant shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Consultant is providing design services, the estimated increased or decreased cost estimate for the project being designed. 6.3 Ownership of Documents. All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials (the "documents and materials") prepared by Consultant, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any use, reuse or assignment of such completed documents for other projects and/or use of uncompleted 01203.0005/786904.l 14 O-15 documents without specific written authorization by the Consultant will be at the City's sole risk and without liability to Consultant, and Consultant's guarantee and warranties shall not extend to such use, reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant shall have the right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom. Moreover, Consultant with respect to any documents and materials that may qualify as "works made for hire" as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed "works made for hire" for the City. 6.4 Confidentiality and Release of Information. (a) All information gained or work product produced by Consultant in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the Contract Officer. (b) Consultant, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered "voluntary" provided Consultant gives City notice of such court order or subpoena. ( c) If Consultant, or any officer, employee, agent or subcontractor of Consultant, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorney's fees, caused by or incurred as a result of Consultant's conduct. ( d) Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work 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 01203.0005/786904. l 15 O-16 instituted in the Superior Court of the County of Los Angeles, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in the County of Los Angeles, State of California. 7.2 Disputes; Default. In the event that Consultant is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default. Instead, the City may give notice to Consultant of the default and the reasons for the default. The notice shall include the timeframe in which Consultant may cure the default. This timeframe is 15 (fifteen) days, but may be extended, though not reduced, if circumstances warrant. During the period of time that Consultant is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. In the alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Consultant does not cure the default, the City may take necessary steps to terminate this Agreement under this Article. Any failure on the part of the City to give notice of the Consultant's default shall not be deemed to result in a waiver of the City's legal rights or any rights arising out of any provision of this Agreement. 7 .3 Retention of Funds. Consultant hereby authorizes City to deduct from any amount payable to Consultant (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Consultant's acts or omissions in performing or failing to perform Consultant's obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Consultant to insure, indemnify, and protect City as elsewhere provided herein. 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. 0!203.0005/786904. l 16 O-17 7.5 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 7.6 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary provision herein, Consultant shall file a statutory claim pursuant to Government Code Sections 905 et seq. and 910 et seq., in order to pursue a legal action under this Agreement. 7.7 Termination Prior to Expiration of Term. This Section shall govern any termination of this Contract except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Contract at any time, with or without cause, upon thirty (30) days' written notice to Consultant, except that where termination is due to the fault of the Consultant, the period of notice may be such shorter time as may be determined by the Contract Officer. 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. 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 of termination without cause pursuant to this Section, the City need not provide the Consultant with the opportunity to cure pursuant to Section 7.2. 7.8 Termination for Default of Party. If termination is due to the failure of the other Party to fulfill its obligations under this Agreement: (a) City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Consultant for the purpose of set-off or partial payment of the amounts owed the City as previously stated. (b) Consultant may, after compliance with the provisions of Section 7 .2, terminate the Agreement upon written notice to the City's Contract Officer. Consultant shall be entitled to payment for all work performed up to the date of termination. 01203 .0005/786904.1 17 O-18 7.9 Attorneys' Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees. Attorney's fees shall include attorney's fees on any appeal, and in addition a party entitled to attorney's fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 8.1 Non-liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Consultant, or any successor 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 performance of this Agreement. Consultant shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, 01203.0005/786904. l 18 O-19 religion, sex, gender, sexual orientation, marital status, national ongm, ancestry or other protected class. 8.4 Unauthorized Aliens. Consultant hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C. § 1101 et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ such unauthorized aliens for the performance of work and/or services covered by this Agreement, and should any liability or sanctions be imposed against City for such use of unauthorized aliens, Consultant hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorneys' fees, incurred by City. 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 72 (seventy two) hours from the time of mailing if mailed as provided in this section. 9.2 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. 9.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. 9.4 Integration; Amendment. This Agreement including the attachments hereto is the entire, complete and exclusive expression of the understanding of the parties. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Consultant and by the City. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void. 01203.0005/786904. l 19 O-20 9.5 Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases , sentences, clauses , paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 9.6 Warranty & Representation of Non-Collusion. No official, officer, or employee of City has any financial interest, direct or indirect , in this Agreement, nor shall any official, officer , or employee of City participate in any decision relating to this Agreement which may affect his /her financial interest or the financial interest of any corporation, partnership, or association in which (s)he is directly or indirectly interested , or in violation of any corporation , partnership , or association in which (s)he is directly or indirectly interested, or in violation of any State or municipal statute or regulation. The determination of "financial interest" shall be consistent with State law and shall not include interests found to be "remote" or "noninterests" pursuant to Government Code Sections 1091 or 1091.5 . Consultant warrants and represents that it has not paid or given, and will not pay or give, to any third party including, but not limited to, any City official , officer , or employee, any money , consideration, or other thing of value as a result or consequence of obtaining or being awarded any agreement. Consultant further warrants and represents that (s)he /it has not engaged in any act(s), omission(s), or other conduct or collusion that would result in the payment of any money , consideration, or other thing of value to any third party including, but not limited to , any City official , officer, or employee, as a result of consequence of obtaining or being awarded any agreement. Consultant is aware of and understands that any such act(s), omission(s) or other conduct resulting in such payment of money , consideration, or other thing of value will render this Agreement void and of no force or effect. Consultant's Authorized Initials 9.7 Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party , (iii) by so executing this Agree ment , such party is formally bound to the provisions of this Agreement , and (iv) that entering into this Agreement does not violate any provision of any other Agreement to which said party is bound . This Agreement shall be binding upon the heirs , executors, administrators, successors and assigns of the parties. [SIGNATURES ON FOLLOWING PAGE] 01 203.0 00 5/786904 . l 20 O-21 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written. ATTEST: Teresa Takaoka, City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP William W. Wynder, City Attorney CITY: CITY OF RANCHO PALOS VERDES, a municipal corporation David L. Bradley, Mayor CONSULTANT: LSA Associates, Inc . By: Name: Anthony Petros Title:P~~ By: Name: MichaelBrkeTrott: ---- Title: CFO Address: 20 Executive Park, Ste 200 Irvine, CA 92614 Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY. 01 203 .0005 /7 86904.1 21 O-22 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 OY-t?-.r'\~~ before me, NC\fc?\li--l tv1 .rv.e,'4 NOT!?.Vj (insert name and title of f he officer) personally appeared --~ ___ O_t-J_j__,___P_e;f'vo __ S ______________ _ who proved to me on the basis of satisfactory evidence to be the person(s-yv'tt hose name~ is.lafe- subscribed to the within instrument and acknowledged to me that he/s-Re/t.Re;' executed the same in his/Aet'/.tAe+r authorized capacity(~. and that by his/~ signature t87"on the instrument the person ~ or the entity upon behalf of which the person ~acted, executed the instrument. I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. NATALIE M~FREY .. 1 (Se al) O-23 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 ____ O_V_t?-#\ __ g ,._,:l,~-- before me, Nab)i-{; \J1 . YV personally appeared MluVlt{et,. J3Wlce, :1nJH:0- who proved to me on the basis of satisfactory evidence to be the person (.st whose name (er ishtfe- subscribed to the within instrument and acknowledged to me that he/,e,A6 /tAey executed the same in his.lA-efAAeir authorized capacityf+est, and that by histHerft R-etf signaturefe-) on the instrument the person~, or the entity upon behalf of which the perso n.ka7a cted , executed the instrument. I certify under P E NAL TY OF P E RJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature ~-Jr1 .7Jv0fr= (Sea l) NATALIE M. FIIEY COMM. #2362744 z Nota ry Pub li c . Ca liforni a ~ Or ange County .. M Comm. Ex ires Jun e 26, 2025 O-24 EXHIBIT "A" SCOPE OF SERVICES I. Under the direction of City's Contract Officer, Consultant shall provide on-call services to City relating to biological field surveys ("Services") as follows: A. Conduct Seasonal Botanical, Bird, and Nesting Surveys. Gather existing data on biological resources for a specified, proposed project site and identify known and reported occurrences of rare plant species and sensitive habitats in the specified region based on a field survey. Consultant will conduct bird and nesting surveys associated with construction projects. Consultant will submit to the City a written memorandum stating findings and recommendations. B. Conduct Biological Field Surveys. Conduct a biological field survey to observe common and special status wildlife and plant species present at a specified project site, including a bird and nesting survey. C. Conduct California Gnatcatcher Surveys. Conduct a survey for the federally- listed, threatened California Gnatcatcher in accordance with the United States Fish and Wildlife protocol. Consultant will conduct fieldwork during the annual breeding season of February 14 th through August 31st, unless otherwise directed. Consultant will submit to the City a written memorandum stating the methodology, findings, and recommendations of the field survey D. Prepare CEOA Related Documents for Biological Resources. In accordance with the California Environmental Quality Act ("CEQA"), proposed projects may require the preparation of environmental documents, particularly relating to biological resources. Such environmental documents will include, but not be limited to, Initial Study Checklists and Mitigated Negative Declarations. Consultant will prepare these documents based on existing data and field surveys as they relate to the proposed project. Consultant will include in a written report to the City specific recommendations, including mitigation measures for all significant impacts to biological resources. E. Peer Review of Biological Reports. Consultant will assist the City in reviewing any biological resource reports submitted by a project applicant for accuracy, thoroughness, logic, completeness, and soundness of any assessments and mitigations proposed. Consultant will review such reports in accordance with CEQA. F. Public and Project Meetings. 01203.0005/786904. l i. Consultant shall attend the following meeting as requested by the City to answer questions and provide information related to the Services: A-1 O-25 1. Public meetings, including meetings of the Rancho Palos Verdes City Council and Planning Commission pursuant to the procedures set forth in the City's Local View Restoration Guidelines and Procedures, 2. Scoping meetings for projects for which Consultant may perform Services. ii. Consultant shall assist the City with preparation of graphic materials and presentations for use at the meetings described above in Subsection (i). II. As part of the Services, Consultant will prepare and deliver the following tangible work products to the City: A. Work Proposals. Prior to the start of each project, a Work Proposal establishing Consultant's personnel and applicable hourly rates which shall be utilized to accomplish the Services for that project shall be submitted to the City within one (1) calendar week of receipt of a request from the City for a Work Proposal. Consultant shall not perform any of the Services without having received the City's prior written approval of a Work Proposal which includes those Services. Consultant shall not utilize personnel and hourly rates other than those specified in a Work Proposal to perform the Services in the Work Proposal unless Consultant receives prior written authorization from the City. B. Graphic and presentation materials as needed for public meetings. 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. Weekly updates which include a summary of the activities undertaken for each specific project. B. Monthly updates with narrative descriptions and overview of all Services performed by Consultant during the preceding month. 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. Bo Gould, Project Manager B. Blake Selna, Principal Biologist 01203 .0005/786904.1 A-2 O-26 EXHIBIT "B" SPECIAL REQUIREMENTS (Superseding Contract Boilerplate) Added text is indicated in bold italics, deleted text is indicated in strikethrough. I. Subdivision (a) of Section 6.4, "Confidentiality and Release of Information," is hereby amended to read as follows "(a) All information gained or work product produced by Consultant in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the Contract Officer. The only exception to this confidentiality and nondisclosure requirement is as follows: Consultant holds multiple permits from the California Department of Fish and Wildlife and United States Fish and Wildlife Service, which allow for surveys for certain species. The conditions of some of these permits require reporting of survey results to the foregoing governmental agencies within specified timeframes. City authorization of Consultant to perform these surveys will also constitute authorization for Consultant to provide the survey results to the permitting agencies." 01203.0005/786904. l B-1 O-27 Planning Environmental Principal Principal Associate Associate Senior Senior Planner Environ mental Planner Planner Environmental Planner Assistant Assistant Planner Environmental Planner Field Services Senior Field Crew/Field Crew Office Services Graphics Marketing Office Assistant Project Assistant Research Assistant/Intern EXHIBIT "C" SCHEDULE OF COMPENSATION HOURLY BILLING RATES EFFECTIVE JUNE 2021 Job Classification Cultural/ Transportation Air/Noise Paleontological Biology Resources Principal Principal Principal Principal Associate Associate Associate Associate Senior Senior Air Senior Cultural Senior Biologist/ Transportation Quality/Noise Resources Manager/ Botanist/Wildlife Planner/Engineer Specialist Paleontologist Biologist/Ecologist/ Soil Scientist/ Herpetologist/ Arborist Transportation Air Quality/ Cu ltura I Resources Biologist/Botanist/ Planner/Engineer Noise Specialist/ Manager Wildlife Biologist/ Climate Change Archaeologist/ Ecologist/Soil Specialist Architectural Scientist/ Historian/ Herpetologist/ Paleontologist Arborist Assistant Air Quality/ Cultural Resources Assistant Biologist/ Transportation Noise Analyst Analyst Botanist/Wildlife Planner/Engineer Biologist/Ecologist/ Soil Scientist/ Herpetologist/ Arborist Word Processing/Technical Editing Hourly Rate GIS Range 1•2 Principal $195-400 Associate $130-250 Senior GIS $100-185 Specialist GIS $80-150 Specialist Assistant $80-110 GIS Specialist $75-105 $125-140 $90-185 $80-130 $110 $75 $95-125 1 The hourly rate for work involving actual expenses in court (e.g., giving depositions or similar expert testimony) will be billed at $400 per hour regardless of job classifications. 2 Hourly rates are subject to review at least annually, on or about June 1 of each year, and may be adjusted to reflect changing labor costs at LSA's discretion atthat time. lSA IN-HOUSE DIRECT COSTS EFFECTIVE MARCH Description Unit Cost Description Unit Cost Reproduction (8.5 X 11) B/W $0.07 per page Total Station Surveying Instrument $50.00 per day Reproduction (8.5 x 11) Color $0.40 per page Level (Laser or Optical) $25.00 per day Reproduction (11 x 17) B/W $0.10 per page Laser Rangefinder $25.00 per day Reproduction (11 x 17) Color $0.75 per page Sound Meter $75.00 per day CD Production $5.00 per CD Sound Meter with Velocity Transducer $85,00 per day USB Flash Drive $5.00 per drive Aeria I Photo Cost Plotting $3.75 per sq ft Boat Rental $125.00 per day Aerial Drone $200.00 per day Water Quality Meter $25.00 per day Mileage On-Road Cu rrentfederal rate Night Vision Goggles $50,00 per unit per night Mileage Off-Road Currentfederal rate Wildlife Camera $25,00 per day GPS Unit $75.00 per day 1 Direct costs shall be reimbursed at cost plus 10 percent. 01203.0005/786904.1 C-1 O-28 EXHIBIT "D SCHEDULE OF PERFORMANCE I. Consultant shall perform Services on an on-call basis as set forth in Exhibit A. II. Consultant shall perform all Services timely in accordance with each Work Proposal to be developed by Consultant and subject to the written approval of the Contract Officer. III. Consultant shall deliver the following tangible work products to the City by the following dates. A. Work Proposals within one (1) week following receipt of a Work Proposal request from the City. B. Graphic and presentation materials 24 hours prior to the applicable meeting. IV. The Contract Officer may approve extensions for performance of the Services in accordance with Section 3.2. 01203.0005/786904. l D-1 O-29 PROFESSIONAL SERVICES AGREEMENT By and Between CITY OF RANCHO PALOS VERDES and MICHAEL BAKER INTERNATIONAL INC. 012030005/789163. l P-1 AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF RANCHO PALOS VERDES AND MICHAEL BAKER INTERNATIONAL INC. THIS AGREEMENT FOR PROFESSIONAL SERVICES ("Agreement") is made and entered into on ----~ 2022 by and between the CITY OF RANCHO PALOS VERDES, a California municipal corporation ("City") and MICHAEL BAKER INTERNATIONAL INC., a Pennsylvania 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, the performance of the services defined and described particularly in Article I of this Agreement. B. Consultant, following submission of a proposal for the performance of the services defined and described particularly in Article I 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 I 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", as stated in the Proposal, attached hereto as Exhibit "A" and incorporated herein by this reference, which may be referred to herein as the "services" or "work" hereunder. As a 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 0 l2030005/789163. l P-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 Proposal which shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such Proposal and this Agreement, the terms of this Agreement shall govern. 1.3 Compliance with Law. Consultant shall keep itself informed concerning, and shall render all services hereunder in accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental entity having jurisdiction in effect at the time service is rendered. 1.4 California Labor Law. If the Scope of Services includes any "public work" or "maintenance work," as those terms are defined in California Labor Code section 1720 et seq. and California Code of Regulations, Title 8, Section 16000 et seq., and if the total compensation is $1,000 or more, Consultant shall pay prevailing wages for such work and comply with the requirements in California Labor Code section 1770 et seq. and 1810 et seq., and all other applicable laws, including the following requirements: (a) Public Work. The Parties acknowledge that some or all of the work to be performed under this Agreement is a "public work" as defined in Labor Code Section 1720 and that this Agreement is therefore subject to the requirements of Division 2, Part 7, Chapter 1 (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 extent required by Labor Code Section 1771. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages are on file at City Hall and will be made available to any interested party on request. By initiating any work under this Agreement, Consultant acknowledges receipt of a copy of the DIR determination of the prevailing rate of per diem wages, and Consultant shall post a copy of the same at each job site where work is performed under this Agreement. (c) Penalty for Failure to Pay Prevailing Wages. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment 012030005/789163 l 2 P-3 of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The Consultant shall, as a penalty to the City, forfeit $200 (two hundred dollars) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Consultant or by any subcontractor. (d) Payroll Records. Consultant shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Consultant and each subconsultant to: keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in Section 1776; certify and make such payroll records available for inspection as provided by Section 1776; and inform the City of the location of the records. (e) Apprentices. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1777.5, 1777.6, and 1777.7 and California Code of Regulations Title 8, Section 200 et seq. concerning the employment of apprentices on public works projects. Consultant shall be responsible for compliance with these aforementioned Sections for all 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 60 (sixty) 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. (f) Eight-Hour Work Day. Consultant acknowledges that 8 (eight) hours labor constitutes a legal day's work. Consultant shall comply with and be bound by Labor Code Section 1810. (g) Penalties for Excess Hours. Consultant shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. The Consultant shall, as a penalty to the City, forfeit $25 (twenty five dollars for each worker employed in the performance of this Agreement by the Consultant or by any subcontractor for each calendar day during which such worker is required or permitted to work more than 8 (eight) hours in any one calendar day and 40 (forty) hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code section 1815, work performed by employees of Consultant in excess of 8 (eight) hours per day, and 40 (forty) hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of 8 hours per day at not less than one and 1 ½ (one and one half) times the basic rate of pay. (h) Workers' Compensation. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees if it has employees. In accordance with the provisions of California Labor Code Section 1861, Consultant certifies as follows: "I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I will 01203.0005/789163. I 3 P-4 comply with such provisions before commencing the performance of the work of this contract." Consultant's Authorized Initials tr.//1-- (i) Consultant's Responsibility for Subcontractors. For every subcontractor who will perform work under this Agreement, Consultant shall be responsible for such subcontractor's compliance with Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code, and shall make such compliance a requirement in any contract with any subcontractor for work under this Agreement. Consultant shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor's compliance, including without limitation, conducting a review of the certified payroll records of the subcontractor on a periodic basis or upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages. Consultant shall diligently take corrective action to halt or rectify any such failure by any subcontractor. 1.5 Licenses, Permits, Fees and Assessments. Consultant shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Consultant's performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City, its officers, employees or agents of City, against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder. 1.6 Familiarity with Work. By executing this Agreement, Consultant warrants that Consultant (i) has thoroughly investigated and considered the scope of services to be performed, (ii) has carefully considered how the services should be performed, and (iii) fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. If the services involve work upon any site, Consultant warrants that Consultant has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. Should the Consultant discover any latent or unknown conditions, which will materially affect the performance of the services hereunder, Consultant shall immediately inform the City of such fact and shall not proceed except at Consultant's risk until written instructions are received from the Contract Officer in the form of a Change Order. 1.7 Care of Work. The Consultant shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City's own negligence. 01203.0005/789163. l 4 P-5 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 service 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 Change Order is first given by the Contract Officer to the Consultant, incorporating therein any adjustment in (i) the Contract Sum for the actual costs of the extra work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Consultant. Any increase in compensation of up to 15% (fifteen percent) of the Contract Sum; or, in the time to perform of up to 90 (ninety) days, may be approved by the Contract Officer through a written Change Order. Any greater increases, taken either separately or cumulatively, must be approved by the City Council. It is expressly understood by Consultant that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services. Consultant hereby acknowledges that it accepts the 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. If in the performance of the contract scope, the Consultant becomes aware of material defects in the scope, duration or span of the contract or the Consultant becomes aware of extenuating circumstance that will or could prevent the completion of the contract, on time or on budget, the Consultant shall inform the Contracting Officer of an anticipated Change Order. This proposed change order will stipulate, the facts surrounding the issue, proposed solutions, proposed costs and proposed schedule impacts. 1.10 Special Requirements. Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the "Special Requirements" attached hereto as Exhibit "B" and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit "B" and any other provisions of this Agreement, the provisions of Exhibit "B" shall govern. 01203.0005/789163. I 5 P-6 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 $30,000 (Thirty Thousand Dollars) (the "Contract Sum"), unless additional compensation is approved pursuant to Section 1.9. Annual compensation shall not exceed $ 15,000 (Fifteen Thousand Dollars). 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; (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, and (b) the Contract Sum is not exceeded; or (iv) such other methods as may be specified in the Schedule of Compensation. 2.3 Reimbursable Expenses. Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5, and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Consultant at all project meetings reasonably deemed necessary by the City. Coordination of the performance of the work with City is a critical component of the services. If Consultant is required to attend additional meetings to facilitate such coordination, Consultant shall not be entitled to any additional compensation for attending said meetings. 2.4 Invoices. Each month Consultant shall furnish to City an original invoice, using the City template, or in a format acceptable to the City, for all work performed and expenses incurred during the preceding month in a form approved by City's Director of Finance. By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of the Agreement. The invoice shall detail charges for all necessary and actual expenses by the following categories: labor (by sub-category), travel, materials, equipment, supplies, and sub- contractor contracts. Sub-contractor charges shall also be detailed by such categories. Consultant shall not invoice City for any duplicate services performed by more than one person. City shall independently review each invoice submitted by the Consultant to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed or expenses incurred by Consultant which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause Consultant to be paid within 45 (forty-five) days of receipt of Consultant's correct and 01203.0005/789163.1 6 P-7 undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by City for any invoice provided by the Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law. 2.5 Waiver. Payment to Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant. 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 through a Change Order, but not exceeding 90 (ninety) days cumulatively. 3.3 Force Majeure. The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Consultant, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant shall within 10 (ten) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. In no event shall Consultant be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Consultant's sole remedy being extension of the Agreement pursuant to this Section. 012030005/7891631 7 P-8 3.4 Term. Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding two years from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit "D"). The City may, in its discretion, extend the Term by two additional I-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: William Hoose (Name) Trayci Nelson (Name) Associate Vice President (Title) Division Manager-Agency Staff (Title) It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. All personnel of Consultant, and any authorized agents, shall at all times be under the exclusive direction and control of the Principals. For purposes of this Agreement, the foregoing Principals may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of City. Additionally, Consultant shall utilize only the personnel included in the Proposal to perform services pursuant to this Agreement. Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant's staff and subcontractors, if any, assigned to perform the services required under this Agreement. Consultant shall notify City of any changes in Consultant's staff and subcontractors, if any, assigned to perform the services required under this Agreement, prior to and during any such performance. City shall have the right to approve or reject any proposed replacement personnel, which approval shall not be unreasonably withheld. 4.2 Status of Consultant. Consultant shall have no 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 0l2030005/789163. l 8 P-9 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 Ken Rukavina or such person as may be designated by the Community Development Director. It shall be the Consultant's responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Consultant shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority, if specified in writing by the City Manager, to sign all documents on behalf of the City required hereunder to carry out the tenns of this Agreement. 4.4 Independent Consultant. Neither the City nor any of its employees shall have any control over the manner, mode or means by which Consultant, its agents or employees, perform the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of Consultant's employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Consultant shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Consultant in its business or otherwise or a joint venturer or a member of any joint enterprise with Consultant. 4.5 Prohibition Against Subcontracting or Assignment. The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Consultant shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City; all subcontractors included in the Proposal are deemed approved. 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 25% (twenty five percent) of the present ownership and/or control of Consultant, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the Consultant or any surety of Consultant of any liability hereunder without the express consent of City. 012010005/789163. l 9 P-10 ARTICLE 5. INSURANCE AND INDEMNIFICATION 5.1 Insurance Coverages. Without limiting Consultant's indemnification of City, and prior to commencement of any services under this Agreement, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. (a) General liability insurance. Consultant shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO "insured contract" language will not be accepted. (b) Automobile liability insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Consultant arising out of or 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 Insurance Requirements. (a) Proof of insurance. Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation. Insurance certificates and endorsements must be 012010005/789163. I 10 P-11 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. (d) City's rights of enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain and continuously maintain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement. (e) Acceptable insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or 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 otherwise approved by the City's Risk Manager. (f) Waiver of subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants. (g) Enforcement of contract provisions (non-estoppel). Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder. (h) Requirements not limiting. Requirements of specific coverage features or limits contained in this section are not intended as a limitation on coverage, limits or other 012030005/789163. l 11 P-12 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 30 (thirty) day notice of cancellation (except for nonpayment for which a 10 (ten) day notice is required) or nonrenewal of coverage for each required coverage. (j) Additional insured status. General liability policies shall provide or be endorsed to provide that City and its officers, officials, employees, and agents, and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies. (k) Prohibition of undisclosed coverage limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. (I) Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer's limits of liability. The policy(ies) shall not contain any cross-liability exclusions. (m) Pass through clause. Consultant agrees to ensure that its subconsultants, subcontractors, and any other party involved with the project who is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage and endorsements required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with consultants, subcontractors, and others engaged in the project will be submitted to City for review. (n) Agency's right to revise specifications. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant 90 (ninety) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City and Consultant may renegotiate Consultant's compensation. ( o) Self-insured retentions. Any self-insured retentions must be declared to and approved by City. City reserves the 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. 01203.0005/789163. l 12 P-13 (p) Timely notice of claims. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant's performance under this Agreement, and that involve or may involve coverage under any of the required liability policies. ( q) Additional insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work. 5.3 Indemnification. To the full extent permitted by law, Consultant agrees to indemnify, defend and hold harmless the City, its officers, employees and agents ("Indemnified Parties") against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein "claims or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Consultant is legally liable ("indemnitors"), or arising from Consultant's or indemnitors' reckless or willful misconduct, or arising from Consultant's or indemnitors' negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith: (a) Consultant will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys' fees incurred in connection therewith; (b) Consultant will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Consultant hereunder; and Consultant agrees to save and hold the City, its officers, agents, and employees harmless therefrom; (c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Consultant for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys' fees. Consultant shall incorporate similar indemnity agreements with its subcontractors and if it fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and failure of City to monitor compliance with these provisions shall not be a waiver hereof. This indemnification includes claims or liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Consultant in the performance of professional 01203.0005/789163. 1 13 P-14 services hereunder. The provisions of this Section do not apply to claims or liabilities occurring as a result of City's sole negligence or willful acts or omissions, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City's negligence, except that design professionals' indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness or willful misconduct of the design professional. The indemnity obligation shall be binding on successors and assigns of Consultant and shall survive termination of this Agreement. ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION 6.1 Records. Consultant shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and services performed hereunder (the "books and records"), as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. Any and all such documents shall be 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 nonnal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of three (3) years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required. In the event of dissolution of Consultant's business, custody of the books and records may be given to City, and access shall be provided by Consultant's successor in interest. Notwithstanding the above, the Consultant shall fully cooperate with the City in providing access to the books and records if a public records request is made and disclosure is required by law including but not limited to the California Public Records Act. 6.2 Reports. Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. Consultant hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement. For this reason, Consultant agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein or, if Consultant is providing design services, the cost of the project being designed, Consultant shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Consultant is providing design services, the estimated increased or decreased cost estimate for the project being designed. 6.3 Ownership of Documents. All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials (the "documents and materials") prepared by Consultant, its employees, subcontractors and agents in the performance of this 0l2030005/789I631 14 P-15 Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any use, reuse or assignment of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Consultant will be at the City's sole risk and without liability to Consultant, and Consultant's guarantee and warranties shall not extend to such use, reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant shall have the right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom. Moreover, Consultant with respect to any documents and materials that may qualify as "works made for hire" as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed "works made for hire" for the City. 6.4 Confidentiality and Release of Information. (a) All information gained or work product produced by Consultant in performance of this Agreement shall be considered confidential, unless such info1mation is in the public domain or already known to Consultant. Consultant shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the Contract Officer. (b) Consultant, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered "voluntary" provided Consultant gives City notice of such court order or subpoena. ( c) If Consultant, or any officer, employee, agent or subcontractor of Consultant, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorney's fees, caused by or incurred as a result of Consultant's conduct. ( d) Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work 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. 012010005/789163. 1 15 P-16 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. Instead, the City may give notice to Consultant of the default and the reasons for the default. The notice shall include the timeframe in which Consultant may cure the default. This timeframe is 15 (fifteen) days, but may be extended, though not reduced, if circumstances warrant. During the period of time that Consultant is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. In the alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Consultant does not cure the default, the City may take necessary steps to terminate this Agreement under this Article. Any failure on the part of the City to give notice of the Consultant's default shall not be deemed to result in a waiver of the City's legal rights or any rights arising out of any provision of this Agreement. 7.3 Retention of Funds. Consultant hereby authorizes City to deduct from any amount payable to Consultant (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Consultant's acts or omissions in performing or failing to perform Consultant's obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Consultant to insure, indemnify, and protect City as elsewhere provided herein. 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 01203.0005/789163. I 16 P-17 provision or a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by a non-defaulting party on any default shall impair such right or remedy or be construed as a waiver. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 7.5 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 7.6 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary provision herein, Consultant shall file a statutory claim pursuant to Government Code Sections 905 et seq. and 910 et seq., in order to pursue a legal action under this Agreement. 7.7 Termination Prior to Expiration of Term. This Section shall govern any termination of this Contract except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Contract at any time, with or without cause, upon thirty (30) days' written notice to Consultant, except that where termination is due to the fault of the Consultant, the period of notice may be such shorter time as may be determined by the Contract Officer. 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. 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 of termination without cause pursuant to this Section, the City need not provide the Consultant with the opportunity to cure pursuant to Section 7.2. 7.8 Termination for Default of Party. If termination is due to the failure of the other Party to fulfill its obligations under this Agreement: (a) City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the 012030005/789163 l 17 P-18 compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Consultant for the purpose of set-off or partial payment of the amounts owed the City as previously stated. (b) Consultant may, after compliance with the provisions of Section 7.2, terminate the Agreement upon written notice to the City's Contract Officer. Consultant shall be entitled to payment for all work performed up to the date of termination. 7.9 Attorneys' Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees. Attorney's fees shall include attorney's fees on any appeal, and in addition a party entitled to attorney's fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 8.1 Non-liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Consultant, or any successor 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. 012010005/789163. l 18 P-19 8.3 Covenant Against Discrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class in the performance of this Agreement. Consultant shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class. 8.4 Unauthorized Aliens. Consultant hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C. § 1101 et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ such unauthorized aliens for the performance of work and/or services covered by this Agreement, and should any liability or sanctions be imposed against City for such use of unauthorized aliens, Consultant hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorneys' fees, incurred by City. 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 72 (seventy two) hours from the time of mailing if mailed as provided in this section. 9.2 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. 9.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. 012030005/789163 I 19 P-20 9.4 Integration; Amendment. This Agreement including the attachments hereto is the entire, complete and exclusive expression of the understanding of the parties. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Consultant and by the City Council. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void. 9.5 Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 9.6 Warranty & Representation of Non-Collusion. No official, officer, or employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of City participate in any decision relating to this Agreement which may affect his/her financial interest or the financial interest of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any State or municipal statute or regulation. The determination of "financial interest" shall be consistent with State law and shall not include interests found to be "remote" or "noninterests" pursuant to Government Code Sections I 091 or I 091.5. Consultant warrants and represents that it has not paid or given, and will not pay or give, to any third party including, but not limited to, any City official, officer, or employee, any money, consideration, or other thing of value as a result or consequence of obtaining or being awarded any agreement. Consultant further warrants and represents that (s)he/it has not engaged in any act(s), omission(s), or other conduct or collusion that would result in the payment of any money, consideration, or other thing of value to any third party including, but not limited to, any City official, officer, or employee, as a result of consequence of obtaining or being awarded any agreement. Consultant is aware of and understands that any such act(s), omission(s) or other conduct resulting in such payment of money, consideration, or other thing of value will render this Agreement void and of no force or effect. Consultant's Authorized Initials ir.//;f--- 01203.0005/789163.1 20 P-21 9.7 Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such pai1y is formally bound to the provisions of this Agreement, and (iv) that entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties. [SIGNATURES ON FOLLOWING PAGE] 01203.0005/789163. I 21 P-22 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written. ATTEST: Teresa Takaoka, City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP William W. Wynder, City Attorney CITY: CITY OF RANCHO PALOS VERDES, a municipal corporation David L. Bradley, Mayor CONSULTANT: MICHAEL BAKER INTERNATIONAL, INC., a Pennsylvania corporation By: k//,;._ A1 · /rf--- Name: William Hoose Title: Associate Vice President :> ,·-,/) By: ( ~ d ,_~~-L ,__,;~ r""..,/ Name: Pam Warfield Title: Assistant Secretary Address: 3760 Kilroy Airport Way, Suite 270. Long Beach, CA 90806 Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY. 012030005/789163. l 22 P-23 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. ST A TE 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 PENAL TY 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 CORPORATE OFFICER □ □ □ □ □ □ TITLE(S) LIMITED PARTNER(S) 0 GENERAL ATTORNEY-IN-FACT TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER ------------- SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) 01203 0005/7891631 DESCRIPTION OF ATTACHED DOCUMENT TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DA TE OF DOCUMENT SIGNER(S) OTHER THAN NAMED ABOVE P-24 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. STATE OF CALIFORNIA COUNTY OF LOS ANGELES On ____ , 2022 before me, _______ , personally appeared _______ , proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are 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 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 CORPORATE OFFICER □ □ □ □ □ □ TITLE(S) PARTNER(S) 0 LIMITED GENERAL ATTORNEY-IN-FACT TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER ___________ _ SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) 012030005/789163. l DESCRIPTION OF ATTACHED DOCUMENT TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DATE OF DOCUMENT SIGNER(S) OTHER THAN NAMED ABOVE P-25 EXHIBIT "A" SCOPE OF SERVICES I. Consultant will provide the following Planning services, as directed by the City's Contract Officer, and in accordance with the procedures articulated below. A. General On-Call Planning Services • Provide Planning-related duties as outlined by the Community Development Director. • Review proposed development plans for compliance with the City's General Plan, Zoning Ordinance, Local Coastal Program, and the development standards set forth therein, and any applicable design guidelines (e g, hillside development ordinance). • Prepare staff reports for consideration and action by the Planning Commission and City Council, • Prepare Planning Commission and City Council resolutions and/or ordinances related to proposed development projects and CEQA documents. B. Environmental Services Consultant will perform all tasks necessary to assist the City in complying with California Environmental Quality Act (CEQA)/National Environmental Policy Act (NEPA), including, but not limited to, the following tasks: • Review environmental documents prepared pursuant to CEQA, which will primarily include Environmental Impact Reports prepared by other consultants/applicants but could include all forms of CEQA/NEPA documentation, including Negative Declarations, Mitigated Negative Declarations, addenda, supplemental/subsequent CEQA documents, and CEQA exemptions. • Prepare CEQA documentation, primarily including addenda and exemptions. • Provide guidance to City staff and project applicants on determining the appropriate environmental documents for proposed projects. • Provide technical guidance to City staff on environmental resource topics and environmental conditions. • Review and/or prepare draft comment letters on CEQA documents prepared by surrounding cities and other outside agencies for projects that have the potential to impact the City. II. Work Request Procedure Each task to be performed shall be set forth in a written request ("Request") produced by the Contract Officer with a description of the work to be performed, and the time desired for completion. All tasks shall be carried out in conformity with all provisions of this Agreement. A. Following receipt of the Request, the Consultant shall prepare a "Task Proposal" that includes the following components: 01203 0005/789163 I A-1 P-26 1. a written description of the requested task ("Task Description") including all components and subtasks, and including any clarifications of the descriptions provided in the Request; 2. the costs to perform the task ("Task Budget"); 3. an explanation of how the cost was determined; and 4. a schedule for completion of the task ("Task Completion Schedule"), including a final completion date ("Task Completion Date"). B. Contract Officer shall approve, modify, or reject the Task Proposal in writing, and issue a Notice to Proceed when a written agreement has been reached on the Task Proposal. C. The task shall be performed at a cost not exceeding the Task Budget. D. Consultant shall complete the task and deliver all deliverables to Contract Officer by the Task Completion Date and in accordance with the Task Completion Schedule. III. Consultant acknowledges that City has no obligation to request work from Consultant under this Agreement. City may establish a rotation schedule with multiple consultants, and may seek competing Task Proposals. IV. 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 shall provide to City a weekly written summary of progress on all approved Task Proposals for services lasting longer than one week. V. All work product is subject to review and acceptance by the City such approval to not be unreasonably withheld, and any work product failing to meet the professional standard of care must be revised by the Consultant without additional charge to the City until accepted by City. VI. Consultant will utilize the following personnel to accomplish the Services: A. Consultant staff 012010005/789163.l A-2 P-27 EXHIBIT "B" SPECIAL REQUIREMENTS (Superseding Contract Boilerplate) Added text indicated in bold italics, deleted text indicated in strikethrough. I. Section 1.1, Scope of Services, is amended to read: 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 #te--generally-accepted highest professional standards in performing the work and Services required hereunder and that all materials will be both of good quality as well as fit for the purpose intended. For purposes of this Agreement, the phrase "generally-accepted highest professional standards" shall mean those standards of practice recognized by one or more highly competent and professional first class firms performing similar work under similar circumstances. II. Section 1.3, Compliance with Law. is amended to read: Consultant shall keep itself informed concerning, and shall render all services hereunder in accordance with, all applicable ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental entity having jurisdiction in effect at the time service is rendered. III. Section 1.4, California Labor Law, is amended to read: This Agreement does not contemplate the use of any services that required the payment of prevailing wages. Consultant understands, however, that if it provides If the Scope of Services includes any "public work" or "maintenance work," as those terms are defined in California Labor Code section 1720 et seq. and California Code of Regulations, Title 8, Section 16000 et seq., and if the total compensation is $1,000 or more, Consultant shall pay prevailing wages for such work and comply with the requirements in California Labor Code section 1770 et seq. and 1810 et seq., and all other applicable laws, including the following requirements+. 01203 0005/789163.1 B-1 P-28 (i) Public Work. The Parties aclmov,rledge that some or all of the work to be performed under this Agreement is a "public work" as defined in Labor Code Section I 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 1Norlcs contracts and the rules and regulations established by the Department of Industrial Relations ("DIR") implementing such statutes. The 1.vork performed under this Agreement is subject to compliance monitoring and enforcement by the DIR. Consultant shall post job site notices, as prescribed by regulation. U) Prevailing Wages. Consultant shall pay prevailing wages to the extent required by Labor Code Section 1771. Pursuant to Labor Code Section 1773 .2, copies of the prevailing rate of per diem wages are on file at City Hall and will be made available to any interested party on request. By initiating any 1.vork under this Agreement, Consultant aclmowledges receipt of a copy of the DIR determination of the prevailing rate of per diem 1.vages, and Consultant shall post a copy of the same at each job site 1,vhere work is performed under this Agreement. (k) Penalty for Failure to Pay Prevailing '}/ages. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1771 and 1775 concerning the payment of prevailing rates of wages to 1.vorkers and the penalties for failure to pay prevailing i,vages. The Consultant shall, as a penalty to the City, forfeit $200 (tv,ro hundred dollars) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the 1.vork or craft in which the 1.vorker is employed for any public work done pursuant to this Agreement by Consultant or by any subcontractor. (I) Payroll Records. Consultant shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Consultant and each subconsultant to: keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in Section 1776; certify and make such payroll records available for inspection as provided by Section 1776; and inform the City of the locatioR ofthe records. (m) Apprentices. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1777.5, 1777.6, and 1777.7 and California Code of Regulations Title 8, Section 200 et seq. concerning the employment of apprentices on public works projects. Consultant shall be responsible for compliance vAth these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement, Consultant shall provide City 1.vith a copy of the information submitted to any applicable apprenticeship program. Within 60 (siKty) days after concluding 1.vork 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. 012010005/789161 I B-2 P-29 (n) Eight Hour Work Day. Consultant acknowledges that 8 (eight) hours labor constitutes a legal day's 'Nork. Consultant shall comply with and be bound by Labor Code Section 1810. (o) Penalties for faccess Hours. Consultant shall comply 1Nith and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers 'Nho 1.vork eJccess hours. The Consultant shall, as a penalty to the City, forfeit $25 (twenty five dollars for each '.vorker employed in the performance of this Agreement by the Consultant or by any subcontractor for each calendar day during 1.vhich such 'Norker is required or permitted to 1.vork more than 8 (eight) hours in any one calendar day and 40 (forty) hours in any one calendar 1.veek in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code section 1815, 'Nork performed by employees of Consultant in eKcess of 8 (eight) hours per day, and 40 (forty) hours during any one '.veek shall be permitted upon public 'Nork upon compensation for all hours '.vorlrnd in excess of 8 hours per day at not less than one and 114 (one and one half) times the basic rate of pay. (p) \-Vorkers' Compensation. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees if it has employees. In accordance vlith the provisions of California Labor Code Section 1861, Consultant certifies as follov,rs: "I am a1.vare of the provisions of Section 3700 of the Labor Code 1.vhich require every employer to be insured against liability for 'Norkers' compensation or to undertake self insurance in accordance vlith the provisions of that code, and I 1.vill comply vl'ith such provisions before commencing the performance of the v1ork of this contract." Consultant's Authorized Initials (i) Consultant's Responsibility for Subcontractors. For every subcontractor who will perform work under this Agreement, Consultant shall be responsible for such subcontractor's compliance 1Nith Division 2, Part 7, Chapter 1 (commencing 1,vith Section 1720) of the California Labor Code, and shall make such compliance a requirement in any contract vlith any subcontractor for work under this Agreement. Consultant shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor's compliance, including without limitation, conducting a review of the certified payroll records of the subcontractor on a periodic basis or upon becoming mvare of the failure of the subcontractor to pay his or her 'Norkers the specified prevailing rate of 'Nages. Consultant shall diligently take corrective action to halt or rectify any such failure by any subcontractor. IV. Section 6.3, Ownership of Documents, is amended to read: 01203. 0005/789163.1 B-3 P-30 All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials (the "documents and materials") prepared by Consultant, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any use, reuse or assignment of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Consultant will be at the City's sole risk and without liability to Consultant, and Consultant's guarantee and 'Narranties 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. V. Section 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 negligent or reckless acts or omissions in performing or failing to perform Consultant's obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Consultant to insure, indemnify, and protect City as elsewhere provided herein. VI. Section 7.9, Termination for Default of Consultant If termination is due to the material failure of the Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Consultant for the purpose of set-off or partial payment of the amounts owed the City as previously stated. 012010005/789163. l B-4 P-31 VII. Section 7.7, Liquidated Damages, is deleted in its entirety. VIII. Section 9.8, Waiver of Consequential Damages, is added to read: 9.3, Waiver of Consequential Damages. Neither party shall have any claim or right against the other, whether in contract, warranty, tort (including negligence), strict liability or otherwise, for any special, indirect, incidental, or consequential damages of any kind or nature whatsoever, such as but not limited to loss of revenue, loss of profits on revenue, loss of customers or contracts, loss of use of equipment or loss of data, work interruption, increased cost of work or cost of any financing, howsoever caused, even if same were reasonably foreseeable. 012030005/789163.1 B-5 P-32 EXHIBIT "C" SCHEDULE OF COMPENSATION I. Consultant shall perform the on-call services at the rates listed in Exhibit C-1, and are subject to a 3% increase each year; provided that the rates provided in Exhibit C-1 may not be escalated during the initial 1-year term of this Agreement. All expenses shall be reimbursed at cost. II. Within the budgeted amounts for each task in the Task Budget, and with the approval of the Contract Officer, funds may be shifted from one Task subbudget to another so long as the Task Budget is not exceeded. III. The City will compensate Consultant for the Services performed upon submission of a valid invoice. Each invoice shall be accompanied by all Task Proposal's for which Consultant is requesting compensation. Each invoice is to include: A. Line items for all personnel describing the work performed, the number of hours worked, and the hourly rate. B. Line items for all materials and equipment properly charged to the Services. C. Line items for all other approved reimbursable expenses claimed, with supporting documentation. D. Line items for all approved subconsultant labor, supplies, equipment, materials, and travel properly charged to the Services. IV. The total compensation for the Services under this Agreement shall not exceed the Contract Sum provided in Section 2.1 of this Agreement. 012010005/789163.1 C-1 P-33 EXHIBIT C-1 Comprehensive Planning Services Sustainability Project Director/ Advisor $185 -$250 Project Director/ Advisor $180 -$225 Principal Planner $155 -$205 Principal Climate Change Analyst $145 -$165 Project Manager $135 -$180 Program Manager $130-$160 Assistant Project Manager $125 -$155 Senior Planner $120 -$150 Conservation & Resource Planning Land Use Planner $120-$130 Project Director/ Advisor $180 -$225 Associate Planner $95 -$120 Senior Conservation Planner $110 -$125 Assistant Planner $85 -$95 Conservation Planner $95 -$120 Planning Technician $65 -$75 Biology Environmental Services Project Director/ Advisor $180 -$225 Project Director/ Advisor $200 -$260 Senior Biologist $120 -$150 Principal Environmental Planner $180-$225 Associate Biologist $90 -$120 Senior Environmental Planner $140 -$190 Associate Environmental Planner $100-$140 GIS GIS Manager $125 -$145 Assistant Environmental Planner $85 -$100 Urban Design & Revitalization GIS Analyst $95-$115 Project Director/ Advisor $180-$225 Senior Urban Designer $165 -$180 Housing & Community Development Urban Designer $105-$130 Project Manager $125 -$170 Senior Planner $115-$145 Transportation Services Community Development $95-$110 Specialist Project Director/ Advisor $180 -$225 Community Development $75 -$90 Technician Transportation Planner $150 -$180 Management Services Public Outreach Principal $225 -$275 Project Director/ Advisor $180 -$225 Associate Principal $195 -$225 Senior Public Information Officer $120 -$150 Senior Associate $180 -$225 Public Information Officer $90 -$120 Public Engagement Coordinator $90 -$120 Municipal Finance Project Director/ Advisor $180 -$225 Creative Services Municipal Finance Manager $145 -$165 Graphics Production Manager $125 -$145 Municipal Finance Coordinator $125 -$145 Graphic/Web Designer $80 -$115 Municipal Finance Analyst $85 -$125 Grant Writing Meeting Facilitation Principal Grant Writer $80 -$125 Facilitation Services $115 -$175 Assistant Grant Specialist $70 -$90 Administrative Services SMARA Services Technical Editor $85 -$125 Geologist $150 -$185 Administrative Support $65 -$95 Senior Inspector $120 -$150 Associate Inspector $100 -$120 012010005/7891611 C-2 P-34 EXHIBIT "D" SCHEDULE OF PERFORMANCE I. Consultant shall complete each Task no later than the Task Completion Date set in the Task Proposal and shall not receive additional compensation for work completed after the Task Completion Date. II. The Contract Officer may approve extensions for performance of the services in accordance with Section 3.2. 01203 0005/7891631 0-1 P-35