CC SR 20221018 04 - PANO AI- Wildfire CamerasCITY COUNCIL MEETING DATE: 10/18/2022
AGENDA REPORT AGENDA HEADING: Regular Business
AGENDA TITLE:
Consideration and possible action to enter into a Master Customer Agreement with Pano
AI for Peninsula-wide wildfire detection camera services.
RECOMMENDED COUNCIL ACTION:
(1)Approve a Master Customer Agreement with Pano AI for Peninsula-wide wildfire
detection camera services for a period of three years, with the option of annual
extensions, in the amount of $140,000 per year and a total contract sum of
$420,000; and
(2)Authorize the Mayor to execute the Master Customer Agreement in a form
approved by the City Attorney.
FISCAL IMPACT: If approved, the fiscal impact in FY 2022-23 shall not exceed
$94,000. This budget is included in the FY 2022-23 Adopted Budget
for American Rescue Plan Act (ARPA). Staff will come back at a later
date if funding allocation changes.
Amount Budgeted: $125,000
Additional Appropriation: N/A
Account Number(s): 333-400-8007-8001(Federal Grant - ARPA –
Emergency Preparedness/Professional &
Technical)
ORIGINATED BY: Jesse Villalpando, Senior Administrative Analyst
REVIEWED BY: Karina Bañales, Deputy City Manager
APPROVED BY: Ara Mihranian, AICP, City Manager
ATTACHED SUPPORTING DOCUMENTS:
A.Master Customer Agreement with Pano AI (page A-1)
B.Revised October 6, 2022 Proposal from Pano AI (page B-1)
C.July 19, 2022, staff report
D.September 1, 2022, PPSC staff report (page D-1)
E.Request for Proposals for Wildfire Detection Services (page E-1)
BACKGROUND:
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RANCHO PALOS VERDES
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On July 19, 2022, the City Council directed Staff to proceed with negotiating a professional
services agreement with Pano AI for the implementation of a Peninsula-wide wildfire
camera detection system that is anticipated to benefit the City of Rancho Palos Verdes, as
well as the neighboring Peninsula cities of Palos Verdes Estates, Rolling Hills Estates, and
Rolling Hills. Background information on the request for proposals (RFP) and selection
process is available in the July 19, 2022 staff report (Attachment C).
This direction from the Council was the result of a nearly yearlong investigation into the
viability of implementing a wildfire detection camera system capable of detecting, locating,
and alerting of a fire's ignition in high fire risk areas on the Peninsula. Rancho Palos Verdes,
in collaboration with the three neighboring Peninsula cities, researched efforts related to
the proposed wildfire detection camera system before the Council this evening, including
but not limited to, the solicitation of proposals; ranking, interviewing, and selection of a
qualified vendor; coordination with the Peninsula Public Safety Committee (PPSC); and the
drafting, coordination, and submission of a Federal Emergency Management Agency
(FEMA) Hazard Mitigation Grant Program funding request to potentially fund the camera
system. For additional background information on this item, see Attachments C-D.
Tonight, the City Council is being asked to consider entering into a Master Customer
Agreement (Agreement) with Pano AI for the installation, monitoring and maintenance of
a subscription service utilizing a network of cameras that will provide early detection of
wildfires on the Peninsula (Attachment A). The intent of this camera services is to protect
the lives, property, and environment of the residents of the Peninsula and to provide
firefighters and first responders with greater awareness of a fire’s early ignition, severity,
spread and speed.
DISCUSSION:
The attached Agreement (Attachment A) will provide an all-inclusive, turnkey subscription
service for early wildfire camera detection service, as described in detail below.
Master Customer Agreement (Agreement)
The Agreement before the City Council this evening includes the deployment of the four
camera stations at an annual total cost of $140,000. With a minimum three-year term,
and the option of annual extensions, the total contract cost is $420,000. Importantly, the
Agreement as presented stipulates that Pano AI will bill annually in advance for the
duration of this contract which is between November 1 and October 31. Pano AI’s
contracts are typically for a term of five years. However, Pano AI has agreed to a three-
year contract with the City, with optional annual extensions thereafter, without a limit on
the number of optional annual extensions. It should be noted that it is unknown whether
Pano AI will increase the cost of the annual subscription after year three . Thus, as an
alternative, the Council may wish to enter into a five year agreement this evening.
The agreement, unlike other City contracts, does not contain a termination for
convenience clause because of the substantial upfront investments required by Pano AI
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to install the equipment and to enter into long-term tower lease agreements. This is not
the first contract that the City has entered that reflects a different termination notice period
especially for software/technology contracts. That said, there is a termination clause of
30 days for the material breach of the Agreement.
The Agreement, under Statement of Work Section B (page 13 of Attachment A), provides
primary licensee subscribers access to the system, called “Pano for Government”,
consisting of the City, the Los Angeles County Fire Department (LACoFD), and the Los
Angeles County Sheriff’s Department (LASD). As “Pano for Government” licensees, all
three agencies would have full access to the Pano Rapid Detect Solution platform and
receive real-time incident alerts.
As stipulated under Statement of Work Section B, t he other Peninsula cities are
considered “Pano Alerts” users, allowing them to receive an unlimited combination of text
message and/or email-based alerts when a new fire incident is detected. The alerts will
be identical to what is received by “Pano for Government” licensees, however, “Pano
Alerts” users will not have access to the full Pano Rapid Detect Solution. This
arrangement will ensure fire detection capability across all four Peninsula cities.
The automatic notification triggered by the Pano Rapid Detect Solution platform includes
a weblink directing the recipient to the incident page on Pano 360, which includes a time-
lapse of the incident and, where available, the triangulated incident location (latitude and
longitude or bearing from the camera). These incident notifications, optimized for fast
mobile loading, provide critical information at users’ fingertips.
If at any time in the future additional Peninsula cities have interest in receiving full
services as a subscriber to “Pano for Government”, they will be able to subscribe for
$15,000 per Pano Station, per year. If two or more Peninsula cities subscribe to “Pano
for Government”, those subscription fees would be reduced to $10,000 per Pano Station
per year. However, based on discussions with Pano AI, Staff is of the opinion that the
other Peninsula cities do not need to be fulltime subscribers to rece ive alerts regarding
early wildfire detection throughout the Peninsula.
In addition to the above, the following is a summary of the components of the Pano for
Government Rapid Detect Solution to be provided under this Agreement (greater detail
is provided in Attachment A):
• 24/7 coverage by the Pano Intelligence Center’s monitoring services
• 24/7 Pano software and hardware customer support
• Initial training and user onboarding for City personnel
• Quarterly new user training for City personnel
Peninsula Coverage Map
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Subsequent to the July 19, 2022 City Council meeting and the September 1, 2022 PPSC
meeting, Staff requested Pano AI reassess the coverage map to ensure the four cameras
described in its original proposal provides substantial coverage of the entire Peninsula
(all four Peninsula cities). In response and in coordination with Staff, Pano AI submitted
a revised proposal (Attachment B) that includes updated locations for the four camera
stations in the City and provides substantial coverage over the entire Peninsula, and in
some cases overlapping coverage between two or more cameras. It should be noted that
two of the four locations have changed from Pano AI’s previous proposal but remain in
the City of Rancho Palos Verdes (see coverage map below).
The four proposed locations for Pano AI Stations are as follows:
1) 80-foot-tall antenna monopole located at City of Rancho Palos Civic Center
(existing)
30940 Hawthorne Blvd
GPS coordinates:(33.74536,-118.40543)
2) Los Angeles Regional Interoperable Communications System (LA-RICS)
Lattice Tower (existing)
5741 Crestridge Rd
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3) American Tower Company Palos Verdes Lattice Tower (existing)
San Pedro Hill, RPV
GPS coordinates: (33.74776, -118.33713)
4) Burma Rd. Wood Pole (proposed)
(Location TBD)
Of the four proposed Pano Stations across the City, three will be deployed on existing
communications tower infrastructure and a new standalone tower, at a height measuring
approximately 15 feet, will be installed on or near Burma Road Trail in the Portugu ese
Bend Reserve (a subarea of the City-owned Palos Verdes Nature Preserve), unless an
existing pole or tower can be located in the general vicinity based on a field assessment.
If the City Council enters the agreement with Pano AI, the company’s site selection team
will begin a rigorous qualification process to ensure Pano Stations can be installed at
these locations. In the event that one or more locations are unavailable, Pano AI will
identify suitable alternative locations that will provide similar levels of coverage. The site
qualification process will include view preservation analysis to ensure that the camera
stations comply with the City’s regulations, and other regulatory requirements based on
the identified location.
ADDITIONAL INFORMATION:
In April 2021, to potentially fund this project, a grant application was submitted to Cal OES
requesting FEMA Hazard Mitigation Grant Program (HMGP) funding in the amount of up
to $650,000. To be eligible, CalOES requires the City commit a 25% matching fund. As
such, on April 5, 2022, the City Council committed utilizing $125,000 in American Rescue
Plan Act (ARPA) funding as its required matching fund (this amount was affirmed at the
October 4, 2022 meeting but could be increased or decreased at a future City Council
meeting). Since the term of the Agreement is between November 1 and October 31, thus
covering two fiscal years, at this time, Staff recommends proceeding with the Agreement
utilizing available ARPA funds.
As previously reported, the City will not know whether its HMGP grant application will be
successful to fund the Peninsula-wide wildfire detection camera system until mid-2023.
In order to continue moving forward with the installation and operation of this critical public
safety tool sooner than later, the City continues to explore other funding options including
grants, reallocating ARPA funds, seeking state fund ing assistance, or appropriating
General Fund dollars. As more information becomes available, including the status of the
HMGP grant application, staff will come back to the City Council in the near future.
CONCLUSION:
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Staff recommends entering into an Agreement with Pano AI, based on its revised
proposal dated October 6, 2022 (Attachment A).
ALTERNATIVES:
In addition to Staff recommendation, the following alternative actions are available for the
City Council’s consideration:
1. Direct Staff to enter into a five-year agreement with Pano AI for Peninsula-wide
Wildfire detection camera system.
2. Do not enter the Agreement and direct Staff to re-solicit wildfire detection services
proposals.
3. Take other action, as deemed appropriate.
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MASTER CUSTOMER AGREEMENT
This Master Customer Agreement (this “Agreement”) is entered as of October 18, 2022 (the
“Effective Date”), between Pano AI, Inc., a Delaware corporation with a place of business at 3130
20th St, Ste 175, San Francisco, CA 94110 (“Pano”) and the City of Rancho Palos Verdes, a
municipal corporation and general law city, with a place of business at 30940 Hawthorne Blvd,
Rancho Palos Verdes, CA 90275 (“Customer”) (each of Pano and Customer, a “Party”; together,
the “Parties”).
1. Scope of Agreement. This Agreement is the master agreement by which, if specified in a
written Statement of Work (“Statement of Work”), Pano may install equipment owned by Pano
(“Equipment”), provide a subscription to a hosted solution (each hosted solution, a “Pano
Solution”), and provide certain Additional Services (as defined in Section 4).
2. Equipment.
2.1 Equipment; Installation; Maintenance. If included in a Statement of Work, Pano
shall install the Equipment at the locations owned or controlled by Customer that are described in
the Statement of Work and any other Customer locations mutually agreed by the Parties in writing
(each a “Customer Property”), and any third party locations mutually agreed to by the Parties in
writing (each a “Third Party Property”). Pano shall provide the Equipment maintenance services
described in the Statement of Work. Customer hereby grants Pano access to the Customer Property
as needed for the purpose of installing, maintaining, and operating the Equipment.
2.2 Easements. Customer hereby grants easements and rights-of-way over and upon
Customer Property to Pano and its agents and contractors solely as is reasonably necessary for the
installation, repair, maintenance, and any other work regarding the Equipment (collectively, the
“Easements”).
2.3 Utilities. For Equipment mounted on Customer towers or similar fixtures,
Customer shall provide primary and backup electric power for the Equipment unless otherwise
agreed in a Statement of Work.
2.4 Removal of Reasonable Obstructions. Pano has the right, acting reasonably, to
remove vegetation and similar obstructions from Customer Property that encroach upon, interfere
with, or present a hazard to use of Equipment on Customer Property or the Easements, provided
that any material removals require the written pre-approval of Customer. Pano must submit a
precise plan for removal of vegetation prior to removal. Customer reserves the right to cause its
own contractors to perform the removal if Customer deems the removal to affect habitat, consistent
with the provisions of the City’s Natural Communities Conservation Plan/Habitat Conservation
Plan (NCCP/HCP).
3. Pano Solutions.
3.1 Subscription. Pano hereby grants to Customer and its Users the subscription rights
to use the Pano Solution specified in a Statement of Work for its own internal purposes and in
accordance with the other restrictions in this Agreement and the Statement of Work. “Users”
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means employees of Customer and its affiliates, and any third party user designated by Customer
per the Statement of Work who are authorized to use the Pano Solution and have been supplied
unique user identifications and passwords by Customer. Pano will periodically include bug fixes
and updates in a Pano Solution.
3.2 Service Levels. Pano shall comply with the Service Levels in a Statement of Work.
3.3 Privacy and Security. Pano and Customer shall handle privacy and security in
accordance with Exhibit B.
4. Additional Services. Customer may request additional services to be performed by Pano
(the “Additional Services”). Pano shall provide only those Additional Services specified in a
written Statement of Work signed by both Parties.
5. Confidential Information.
5.1 Definitions. In the course of performing under this Agreement, either Party (a
“Disclosing Party”) may provide Confidential Information to the other Party (a “Recipient”).
“Confidential Information” means written, confidential, and proprietary information of a
Disclosing Party that is not generally available to the public. All Confidential Information will
remain the property of the Disclosing Party. A Party’s granting of access to information constitutes
providing that information for purposes of this Section. For purposes of this Agreement, non-
public aspects of the Pano Solutions will be considered Pano’s Confidential Information.
5.2 Obligations. The Recipient acknowledges that Confidential Information is a
valuable business asset of the Disclosing Party and the protection of that Confidential Information
is, therefore, essential. The Recipient, during and after the term of this Agreement: (a) shall take
all reasonable precautions to protect the confidentiality of the Confidential Information and shall
use no less than the degree of care it uses in protecting its own Confidential Information of a similar
nature; (b) shall not use any Confidential Information except for the purpose of fulfilling its
obligations or exercising its rights under this Agreement; (c) shall not, or permit others to, disclose
any Confidential Information to any other person or entity without the prior written consent of the
Disclosing Party; and (d) shall not remove, or permit to be removed, any notice indicating the
confidential nature of the Confidential Information. The Recipient shall return all Confidential
Information at the earlier of the termination of this Agreement or upon the request of the Disclosing
Party, except that the Recipient may retain a limited number of electronic backup copies of the
Confidential Information as are automatically created and retained by its standard backup
processes and systems. The Recipient shall comply with its nondisclosure obligations under this
Section 5 with regard to these copies and shall destroy them in accordance with its normal
destruction processes. These restrictions shall not apply to any documents or information that are
subject to disclosure under the California Public Records Act, or pursuant to a court order or
subpoena. In the event such disclosure is required, the Party subject to the disclosure shall provide
written notice to the other Party in accordance with Section 5.4.
5.3 Exceptions. Except for personal information governed by applicable privacy law,
the Recipient is not obligated under Section 5.2 for Confidential Information that: (a) is generally
known, or readily ascertainable by proper means, by the public other than through a breach of this
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Agreement by the Recipient; (b) is known by the Recipient before it is disclosed by the Disclosing
Party to the Recipient as evidenced by the Recipient’s written records; (c) is developed
independently by the Recipient from in a manner that does not rely on Confidential Information
of the Disclosing Party; or (d) is disclosed to the Recipient by a third party not subject to any
nondisclosure obligations with respect to the Confidential Information.
5.4 Compelled Disclosure. If the Recipient receives a request to disclose all or any
part of the Confidential Information under the terms of a subpoena or order issued by a court or
other governmental agency, the Recipient shall: (a) immediately notify the Disclosing Party of the
existence, terms and circumstances surrounding the request; (b) consult with the Disclosing Party
on the advisability of taking legally available steps to resist or narrow the request; and (c) if
disclosure is required, cooperate with the Disclosing Party at the Disclosing Party’s expense in
obtaining an order or other reliable assurance that confidential treatment will b e accorded to the
portion of the information as the Disclosing Party may designate.
6. Intellectual Property Rights.
6.1 Pano Rights.
(a) General. Customer acknowledges that the Equipment and Pano Solutions contain
valuable trade secret and Confidential Information of Pano. Customer shall take the actions
necessary to fulfill its obligations under this Agreement by instruction or agreement with its
employees or agents who are permitted access to the Equipment and Pano Solutions. Customer
shall only give access to the Equipment and Pano Solutions on a need-to-know basis.
(b) Proprietary Rights. Title to all patents, copyrights, trade secrets, and other
intellectual property rights in or related to the Equipment and Pano Solutions (including all of their
component parts) are and will remain the exclusive property of Pano. If Customer provides ideas,
suggestions, or recommendations regarding the Equipment or Pano Solutions (“Feedback”), these
discussions will not constitute joint development. Pano is free to use and incorporate the Feedback
without any compensation to Customer, and Customer hereby assigns to Pano all right, title and
interest in any intellectual property rights it may have or obtain in the Feedback.
(c) No Implied Licenses. Customer will not acquire any right in a Pano Solution
except the limited rights specified in Section 3. Any use, modification, or distribution of a Pano
Solutions by Customer outside the scope of the express rights granted in Section 3 is prohibited.
(d) No Reverse-Engineering. Customer shall not, and shall not knowingly permit
others to: (i) modify a Pano Solution; or (ii) decompile, reverse-engineer, disassemble, or attempt,
directly or indirectly, to recreate the Equipment or a Pano Solution.
(e) Unauthorized Distribution or Copying. Other than in accordance with this
Agreement, Customer shall not, and shall not knowingly permit others to: (i) lease, license,
sublicense, transfer, or assign any of its rights under this Agreement; (ii) sell, rent, or distribute a
Pano Solution, including providing access as an outsourced service or using a Pano Solutions to
operate a service bureau or on a timesharing basis; or (iii) use, copy, duplicate, or otherwise
reproduce any part of a Pano Solution.
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(f) Required Proprietary Notices. Customer shall ensure that each copy it makes of
a Pano Solution or Documentation contains the same proprietary notices as provided to Customer.
6.2 No Challenges; Reasonable Cooperation. Customer shall not take any action to
challenge Pano’s proprietary rights. Customer shall promptly provide to Pano all relevant facts in
its possession upon becoming aware of a likelihood of infringement or other illegal use or misuse
by any third party of the Pano Solutions or Equipment, or any related intellectual property rights.
Customer shall provide reasonable cooperation in any related suits and actions, at Pano’s request
and expense.
7. Warranties.
7.1 Limited Warranties. Unless otherwise specified in a Statement of Work, Pano
warrants that during the Term: (a) the Equipment will be new and free from defects in design,
materials, and workmanship; (b) the Pano Solution will substantially conform to the applicable
Statement of Work and to other applicable written documentation; (c) that the functionality of the
Pano Products shall not materially decrease during the term, (d) to the best of its knowledge, the
Pano Solution does not contain, and Pano will not knowingly introduce, any malicious code, and
(e) the Additional Services will be performed in a timely, professional, and workmanlike manner.
This limited warranty does not apply to Equipment for malfunctions attributable to Customer’s or
its agent’s modifications to the Equipment
7.2 Remedies. For any breach of the warranty in Section 7.1, Pano shall at its election
repair or replace the nonconforming Equipment, Pano Solution, or Additional Services, so that the
applicable warranty is true. If Pano concludes that the applicable repair or replacement is
impracticable, then Pano will refund the fees paid by Customer to Pano allocable to any Pano
Station that is not performing as required under this Agreement. The warranties under this Section
7 do not apply to Equipment damaged by the actions of Customer or third parties, or by
extraordinary weather events.
8. Disclaimers and Limitation of Liability
8.1 The express remedies in Section 7.2 constitute Customer’s exclusive remedies, and
Pano’s sole obligation and liability, for any claim that any Equipment, Pano Solution, Additional
Service, or related services does not conform to specifications or this Agreement, or is otherwise
defective.
8.2 EXCEPT AS STATED IN THIS AGREEMENT, PANO MAKES NO
WARRANTIES, WHETHER EXPRESS, IMPLIED, ARISING FROM COURSE OF DEALING
OR USAGE OF TRADE, OR STATUTORY, AS TO ANY PRODUCTS OR SERVICES
PROVIDED UNDER THIS AGREEMENT, OR ANY MATTER WHATSOEVER. THE
PARTIES DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE AND NON-
INFRINGEMENT.
8.3 THE EQUIPMENT AND PANO SOLUTIONS ARE TOOLS FOR
EMERGENCY MANAGEMENT PROFESSIONALS INTENDED TO PROVIDE
INFORMATION TO SUPPORT THEM IN THEIR RESPONSIBILITIES . PANO DOES NOT
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REPRESENT, WARRANT OF GUARANTEE THAT THE EQUIPMENT AND PANO
SOLUTIONS PROVIDED UNDER THIS AGREEMENT CAN OR WILL DETECT EVERY
THREAT. PANO DOES NOT ASSUME AND HEREBY DISCLAIMS RESPONSIBILITY FOR
ANY RESULTS OR EFFECTS ARISING FROM CUSTOMER’S USE OF THE EQUIPMENT
AND PANO SOLUTIONS. THREAT CONFIRMATION AND RESPONSE IS THE
COMPLETE AND SOLE RESPONSIBILITY OF CUSTOMER (AND OTHER THIRD
PARTIES) AND PANO IS NOT RESPONSIBLE FOR AND DOES NOT ASSUME ANY
LIABILITY FOR FAILING TO DETECT ANY PARTICULAR THREAT, ANY INACCURATE
DETECTION, OR ANY THREAT RESPONSES TAKEN BY CUSTOMER OR OTHERS .
CUSTOMER ACKNOWLEDGES THAT: (A) THE EQUIPMENT AND PANO SOLUTIONS
ARE INTENDED TO BE A VISUAL AID FOR USE BY TRAINED EMERGENCY
MANAGEMENT PROFESSIONALS; AND (B) USERS OF THE EQUIPMENT AND PANO
SOLUTIONS SHOULD NEVER RELY SOLELY ON THEM IN MAKING DETECTION OR
RESPONSE DECISIONS, BUT INSTEAD INTERPRET ALL AVAILABLE INFORMATION
(OF WHICH THE OUTPUT OF THE EQUIPMENT AND PANO SOLUTIONS IS ONLY ONE
ELEMENT) TO MAKE FINAL DECISIONS REGARDING THREAT DETECTION AND
RESPONSE.
8.4 NEITHER PARTY WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR
CONSEQUENTIAL DAMAGES (INCLUDING FOR DAMAGE TO PROPERTY, PERSONAL
INJURY OR LOSS OF LIFE (EXCEPT TO THE EXTENT LIABILITY FOR PERSONAL
INJURY OR DEATH CANNOT BE LEGALLY LIMITED), LOSS OF PROFITS, SAVINGS,
REVENUE, OR USE, DAMAGED OR LOST FILES OR DATA, OR BUSINESS
INTERRUPTION) IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE
CAUSE OF ACTION (WHETHER BASED IN CONTRACT, NEGLIGENCE, OTHER TORT,
OR ANY OTHER LEGAL OR EQUITABLE THEORY) OR CHARACTERIZATION OF THE
DAMAGES, EVEN IF THE PARTY SOUGHT TO BE HELD LIABLE HAS BEEN ADVISED
OF THE POSSIBILITY OF THESE DAMAGES . PANO WILL NOT BE LIABLE FOR ANY
DAMAGES FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR
SERVICES, OR FOR AGGREGATE LIABILITY TO CUSTOMER IN CONNECTION WITH
PRODUCTS OR SERVICES PROVIDED UNDER A STATEMENT OF WORK,
REGARDLESS OF THE CAUSE OF ACTION (WHETHER BASED IN CONTRACT,
NEGLIGENCE, OTHER TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY) OR
CHARACTERIZATION OF THE DAMAGES, EXCEEDING THE AMOUNT OF FEES PAID
BY CUSTOMER UNDER THAT STATEMENT OF WORK DURING THE ONE-YEAR
PERIOD PRECEDING THE FIRST ACT GIVING RISE TO LIABILITY. NEITHER PARTY
WILL BE LIABLE FOR ANY DAMAGES BASED ON ACTIONS OR OCCURRENCES THAT
OCCURRED MORE THAN ONE YEAR BEFORE THE OTHER PARTY PROVIDES NOTICE
OF THE CLAIM. THESE LIMITATIONS OF LIABILITY ARE INDEPENDENT OF ANY
EXCLUSIVE REMEDIES FOR BREACH OF WARRANTY AND WILL SURVIVE AND
APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY
SPECIFIED REMEDIES.
8.5 CUSTOMER ACKNOWLEDGES THAT THE FEES CHARGED UNDER THIS
AGREEMENT REFLECT THE OVERALL ALLOCATION OF RISK BETWEEN THE
PARTIES, INCLUDING THE ALLOCATION OF RESPONSIBILITIES, DISCLAIMERS,
LIMITATIONS OF LIABILITY, AND EXCLUSIVE REMEDIES DESCRIBED IN THIS
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AGREEMENT. THESE PROVISIONS FORM AN ESSENTIAL BASIS OF THE BARGAIN
BETWEEN THE PARTIES AND PANO WOULD BE UNWILLING TO ENTER THIS
AGREEMENT WITHOUT THEM. THEREFORE, CUSTOMER AGREES TO THIS
ALLOCATION OF RISK AND HEREBY WAIVES ANY RIGHT, THROUGH AMENDMENT,
EQUITABLE RELIEF, OR OTHERWISE, TO SUBSEQUENTLY SEEK A MODIFICATION
OF THESE PROVISIONS OR ALLOCATION OF RISK.
9. Fees.
9.1 Prices. Customer shall pay the fees in accordance with the applicable Statements
of Work.
9.2 Payment Terms. Pano shall provide invoices for Equipment, Pano Solutions, and
Additional Services and Customer shall pay the amounts owed in accordance with the payment
terms on the applicable Statement of Work.
9.3 Taxes. Pano’s pricing and fees do not include applicable transaction taxes,
including sales and use taxes, value added taxes, privilege taxes, and other transactional charges
such as duties, customs, tariffs, imposts, and government imposed surcharges (“Transaction
Taxes”), which if applicable are the responsibility of Customer. If Pano is required by law to collect
Transaction Taxes from Customer and remit them to a taxing authority, Pano will separately state
the Transaction Taxes on an invoice unless Customer provides Pano a valid exemption certificate.
Each Party is responsible for its own income taxes or taxes based on gross revenues or gross
receipts.
10. Indemnity.
10.1 Pano Intellectual Property Indemnity. Pano shall: (a) defend or, at its sole option,
settle, at its own expense any suit, action, or proceeding brought against Customer by a third party
claiming that any Pano Solution infringes a copyright or trade secret arising under the laws of any
jurisdiction (an “IP Action”); and (b) pay damages awarded against Customer in the IP Action, or
those monetary damages agreed to by Pano and the claimant in a monetary settlement of the IP
Action. If Pano receives notice of an allegation that any Pano Solution infringes a third party’s
intellectual property rights, or if Customer’s use of any Pano Solution is enjoined as a result of
infringement, Pano may, at its sole option and expense: (i) procure for Customer the right to
continue using the Pano Solution; (ii) modify the Pano Solution so that it is no longer infringing;
or (iii) replace the Pano Solution with a product of equal or superior functional capability. If none
of these actions are in Pano’s determination commercially feasible, Pano will have the right to
terminate the right to use the Pano Solution. In such event Pano shall refund to Customer any fees
that were paid for the balance of the term for the applicable Pano Solution. Customer shall: (A)
give Pano prompt written notice of an IP Action; (B) tender to Pano sole control of the defense or
settlement of that action; and (C) cooperate with Pano in defending or settling that action.
10.2 PANO IP INDEMNITY LIMITATIONS. THE RIGHTS GRANTED TO
CUSTOMER UNDER SECTION 10.1 WILL BE CUSTOMER’S EXCLUSIVE REMEDY AND
PANO’S SOLE OBLIGATION AND LIABILITY FOR ANY ALLEGED INFRINGEMENT OF
A PATENT, COPYRIGHT, TRADEMARK, OR OTHER PROPRIETARY RIGHT,
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INCLUDING MISAPPROPRIATION OF A TRADE SECRET, BY A PANO SOLUTION.
PANO HAS NO LIABILITY FOR ANY CLAIM OF INFRINGEMENT CAUSED BY: (A)
MODIFICATION OF A PANO SOLUTION WITHOUT THE APPROVAL OF PANO; (B) ANY
CUSTOMER OR THIRD-PARTY APPLICATION OR OTHER TECHNOLOGY; (C) USE OF
A PANO SOLUTION IN CONNECTION OR IN COMBINATION WITH EQUIPMENT,
DEVICES, OR SOFTWARE NOT PROVIDED BY PANO (BUT ONLY TO THE EXTENT
THAT THE PANO SOLUTION ALONE WOULD NOT HAVE INFRINGED); (D)
COMPLIANCE WITH CUSTOMER’S DESIGN REQUIREMENTS OR SPECIFICATIONS;
OR (E) USE OF A PANO SOLUTION OTHER THAN AS PERMITTED UNDER THIS
AGREEMENT, OR IN A MANNER FOR WHICH IT WAS NOT INTENDED.
10.3 General Indemnity. Pano (the “Indemnifying Party”) shall: (a) defend or, at its
sole option, settle, at its own expense any suit, action, or proceeding brought against the Customer
(the “Indemnified Party”) caused by the gross negligence or willful misconduct of the
Indemnifying Party (a “General Action”); and (b) pay damages finally awarded against the
Indemnified Party in the General Action, or those monetary damages agreed to by the
Indemnifying Party and the claimant in a monetary settlement of the General Action. The
Indemnified Party shall: (i) give the Indemnifying Party prompt written notice of a General Action;
(ii) tender to the Indemnifying Party sole control of the defense or settlement of that action; and
(iii) cooperate with the Indemnifying Party in defending or settling that action.
11. Insurance. Pano shall maintain the insurance specified on Exhibit C.
12. Term and Termination.
12.1 Term; Extensions. This Agreement commences on the Effective Date and will
continue for three (3) years or until all Statements of Work have been expired for one (1) year,
whichever is later, and will be subject to extension or termination in accordance with this Section
12 (the “Term”). Pano and Customer may by mutual agreement extend the Subscription Period
and Term in one-year increments.
12.2 Termination for Breach. Either Party may terminate this Agreement (or the
applicable Statement of Work) upon written notice if the other Party is in material breach of this
Agreement (or the applicable Statement of Work) and fails to correct the breach within thirty (30)
days after written notice.
12.3 Effect of Termination. Upon termination of this Agreement, all subscriptions
granted to Customer will immediately terminate and Customer shall immediately cease using the
Pano Solutions. Termination of this Agreement will not affect Customer’s ownership of the
Equipment. Termination of this Agreement by either Party will not limit a Party from pursuing
any other remedies available to it, including injunctive relief, nor will termination release
Customer from its obligation to pay the purchase prices and fees that Customer has agreed to pay
under this Agreement. The Parties’ rights and obligations under Sections 5, 6, 8, 9, 10, 12, 13, and
14 will survive termination of this Agreement.
13. Dispute Resolution. The Parties shall attempt to resolve any dispute arising out of or in
relation to this Agreement or the rights and obligations hereunder, whether in contract, tort or
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otherwise, within thirty days after written notice of the dispute by either Party, by negotiation
between executives of each Party with full authorization to resolve the dispute. If the Parties are
unable to resolve the dispute through this negotiation within this thirty-day period the dispute must
be arbitrated before three arbitrators under the administration of the American Arbitration
Association, and according to its Commercial Arbitration Rules. The seat of the arbitration will be
California, and the place of hearing will be San Francisco, California. A Party may seek interim
injunctive relief under these Rules and before any court having jurisdiction. Each Party hereby
submits to the personal jurisdiction of any court reasonably chosen by the initiating Party for such
purposes, and the initiating Party shall reimburse the other Party’s costs if the court declines
jurisdiction. Awards of the arbitral panel will be enforceable in any court having jurisdiction, and
each Party hereby submits to the personal jurisdiction of any court reasonably chosen by the
enforcing Party for such purposes. The enforcing Party shall reimburse the other Party’s costs if
the court declines jurisdiction.
14. General.
14.1 Compliance with Laws. During the Term each Party shall comply with all
applicable laws and regulations, and shall obtain all applicable permits and licenses required in
connection with its obligations under this Agreement. Without limiting the generality of the
foregoing, each Party shall during the Term: (a) comply fully with all applicable data protection,
privacy, and similar laws and regulations of the United States of America, the European Union,
and other countries (“Applicable Privacy Laws”); (b) comply fully with all applicable export laws
and regulations of the United States of America and other countries (“Applicable Export Laws”)
and ensure that no deliverables are (i) exported, directly or indirectly, in violation of Applicable
Export Laws; or (ii) intended to be used for any purposes prohibited by the Applicable Export
Laws, including nuclear, chemical, or biological weapons proliferation; and (c) not to take any
actions that would cause either Party to violate the U.S. Foreign Corrupt Practices Act.
14.2 Notice. All notices under this Agreement, including notices of address change,
must be in writing and will be deemed given when sent by (a) registered mail, return receipt
requested, or (b) a nationally recognized overnight delivery service (such as Federal Express), t o
the President/City Manager or Counsel of the appropriate Party at the relevant address first listed
above, or to a Party’s address as changed in accord with this Section.
14.3 Severability. If a provision of this Agreement is broader or of greater scope than a
court will enforce, the Parties intend that the court enforce the provision to the greatest extent
permitted by law and modify the provision accordingly. If a provision of this Agreement (except
for Section 8) is held by a court of competent jurisdiction to be illegal, unenforceable, or in conflict
with any law of a federal, state, or local government, the validity of the remaining provisions will
remain in full force and effect.
14.4 Governing Law. This Agreement is governed by the laws of the State of California,
without regard to its conflict of laws principles. The United Nations Convention on Contracts for
the International Sale of Goods does not apply to this Agreement.
14.5 Attorneys’ Fees. If either Party 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
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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, whether or not the matter proceeds to
judgment.
14.6 No Waiver. No failure to exercise, and no delay in exercising, any right will operate
as a waiver; nor will any single or partial exercise of a right preclude any further exercise of that
right or the exercise of any other right. The waiver by a Party of a breach of this Agreement will
not constitute a waiver of any other breach.
14.7 Remedies Cumulative. Unless otherwise stated in this Agreement, each remedy of
a Party is cumulative with each other remedy contained in this Agreement and with all other
remedies available to that Party at law, in equity, and otherwise, and no pursuit of any particular
remedy will constitute an exclusive election of any particular remedy.
14.8 Assignment. Neither Party may assign or transfer, by merger, operation of law or
otherwise, this Agreement or any right or duty under this Agreement to a third party without the
other Party’s prior written consent, except that Pano may transfer this Agreement, together with
all of its rights and duties under this Agreement, to a successor entity if Pano is acquired, whether
by equity or asset purchase, merger, corporate restructuring or reorganization, or the like. Any
purported assignment or transfer in violation of this Section is void.
14.9 Pano Change of Control. No corporate or acquisition transaction involving Pano,
including a change of control, will have the effect of modifying or eliminating the obligations of
Pano or its successors under this Agreement, and Pano shall cause any successor to assume in
writing Pano’s obligations under this Agreement, including its warranty, maintenance, and service
level obligations.
14.10 Independent Contractor. Pano is an independent contractor and nothing in this
Agreement or related to Pano’s performance will be construed to create a joint venture relationship
between Customer and Pano, or an employee relationship between Customer and any Pano
employee or subcontractor.
14.11 No Third-Party Beneficiaries. This Agreement is an agreement between the
Parties, and confers no rights upon any of the Parties’ employees, agents, contractors, or customers,
or upon any other person or entity.
14.12 Construction of this Agreement. The word “including” is not intended to be
exclusive and means “including, but not limited to.” The word “or” is not intended to be exclusive
unless the context clearly requires otherwise. Each of the Parties and their counsel have carefully
reviewed this Agreement, and, accordingly, no rule of construction to the effect that any
ambiguities in this Agreement are to be construed against the drafting Party will apply in the
interpretation of this Agreement.
14.13 Force Majeure. Except with regard to any obligation to pay money, neither Party
will be held responsible for any delay or failure in performance caused by flood, fire, embargo,
strike, labor dispute, delay or failure of any subcontract, telecommunications failure or delay, act
of sabotage, riot, accident, delay of carrier or supplier, voluntary or mandatory compliance with
any governmental act, regulation or request, act of God or by public enemy, pandemic, or any act
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or omission or other cause beyond that Party’s reasonable control. If any of these events does
occur, the time to perform an affected obligation will be extended by the length of time the event
continues.
14.14 Entire Agreement. This Agreement together with the Exhibits and any executed
Statements of Work, which are hereby incorporated in this Agreement, contain all the agreements,
representations, and understandings of the Parties, and supersedes any previous understandings,
commitments, representations or agreements, verbal or written, with respect to the subject matter
of this Agreement. If there is any inconsistency between a term of in Sections 1 through 14 of this
Agreement (the “Main Agreement Terms”) and a term on any exhibit, the term in the Main
Agreement Terms will govern.
14.15 Modification. This Agreement may not be modified or amended except in a written
document signed by a duly authorized representative of each Party that expressly states the sections
of this Agreement to be modified; no other act, usage, or custom will be deemed to amend or
modify this Agreement. The Parties agree that any terms or conditions on any Pano invoice or
Customer purchase order in any way different from or in addition to the terms and conditions of
this Agreement will have no effect and the Parties hereby reject those terms and conditions . Each
Party hereby waives any right it may have to claim that this Agreement was subsequently modified
other than in accordance with this Section.
14.16 Counterparts; Electronic Copies. This Agreement may be signed in one or more
counterparts, each of which is an original, and all of which together constitute only one agreement
between the Parties. Delivery of an executed counterpart by facsimile, electronic mail in portable
document format (.pdf), or by any other electronic means intended to preserve the original graphic
and pictorial appearance of a document, has the same effect as delivery of an executed original of
this Agreement.
PANO AI, INC. CITY OF RANCHO PALOS VERDES
Signature Signature
Name: Sonia Kastner Name:
Title: CEO Title:
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Exhibit A-1
STATEMENT OF WORK (SOW) #1
Table of Contents
A. Equipment
B. Pano Solution
C. Installation and Implementation Services
A. Equipment
1. Equipment to be installed:
• Quantity: Four (4) Pano Stations
• Configuration: See Section 4 below.
• Locations: See Section 5 below.
2. Equipment Overview:
Pano shall provide an integrated, turnkey hardware solution for image capture, processing, and
upload to Pano Connect (Pano’s web-based solution). The installation and commissioning of the
Pano Equipment combines the following:
• Site identification, including site mapping and viewshed analysis
• Initial site validation, including confirmation of right-of-way and availability of tower
space
• Site audit, including validation of viewshed, confirmation of connectivity, and power
analysis
• Site contracting, in order to secure right-of-way, power, and ancillary services; includes
permitting, site license, and all bespoke agreements (e.g., intergovernmental)
• Installer vetting, selection, and contracting
• Pano Equipment design, including relevant edge software, communications, power,
and physical equipment (e.g., custom hardware mounting array and fixtures, solar
panels)
• Design verification and development of technical installation specifications with site
manager
• Procurement of the custom bill of materials for each Pano Equipment location
• Manufacturing of Pano Equipment
• Provisioning and testing of each Pano Equipment
• Packaging and shipping of Pano Equipment from Pano’s factory
• Deployment, including final review, materials confirmation, scheduling, equipment
delivery, installation, camera positioning, software provisioning, and field tests
3. Equipment Specifications:
Pano shall provide Equipment that meets the following requirements and specifications.
Sensors: PTZ Cameras with visible light and infrared capabilities
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• The Equipment typically includes two high-definition pan-tilt-zoom cameras, which
each rotate 360 degrees every minute, capturing a full panoramic view. By using two
cameras mounted on either side of the tower, Pano is able to avoid a blind spot from
the tower and mounting hardware.
• Each camera has a resolution of 6MP and is capable of 30x optical zoom.
• Each camera is equipped with self-cleaning wipers to avoid the need for manual
cleaning.
• During the day the cameras capture visible light images. At night the cameras switch
to infrared mode and detect the magnitude of near infrared light.
Communications: Multiple Options
• Pano can leverage existing communications systems at the tower, such as private LTE
communications
• Where no existing communications are available, Pano can leverage its cellular
networking capability. Pano Equipment is capable of supporting two SIM cards from
two different carriers, in order to have redundancy in the event one carrier’s network is
unavailable.
Edge Computing:
• Pano Equipment includes powerful computing resources which allows Pano to run
proprietary applications that pre-process the raw video from the camera before it is
transmitted to the cloud.
Power: Multiple Options
• Existing 110V AC Power, with battery back-up where needed
• Solar and battery power, where existing 110V AC power is not available.
Mounting: Configured for Each Tower
• The mounting hardware and installation process is configured separately for each
tower. Pano is able to select from its library of designs from past successful
deployments on a wide range of government towers, cellular towers, water tanks, and
private property.
• Pano has developed proprietary installation processes and equipment which optimize
the reliability and performance of the Equipment, including the quality of the
panoramas and time-lapses in the Pano 360 interface.
4. Equipment Configurations:
The Pano Stations will be provided in multiple configurations, driven by the needs of each of the
locations. After completion of final site selection, Pano will confirm the configurations to
accommodate the specifics of the sites.
An example configuration is:
• 2-camera, waterproof enclosure, ethernet connectivity, no back-up battery
Mounting hardware will be provided by Pano at the time of installation, and is included in the
above charges.
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5. Equipment Locations:
To be mutually agreed in writing between Pano and Customer. The map below contains the
optimal, preliminary site locations Pano has identified in conjunction with the information
provided by the City of Rancho Palos Verdes. Upon signature, Pano will begin a more detailed
qualification process to confirm the ability to install Pano Stations at these locations. In the event
that one or more locations are unavailable for any reason, Pano has identified suitable alternative
locations throughout the Peninsula that will provide similar levels of coverage and will deploy on
an alternate site(s) if necessary.
B. PANO SOLUTION
The Pano Solution provided under this Statement of Work will be the Pano Rapid Detect Solution
described in this Section B.
1. Pano Rapid Detect Solution Definitions:
• Pano for Government: An instance of the Pano Rapid Detect Solution that is tailored
to fire authorities, government users and first responders that Pano may license directly
to those users. This instance may include proprietary data if provided. Users will
receive login access to the Pano for Government solution along with real time incident
alerts.
• Pano Alerts: Pano Alerts users only receive a combination of text message and/or
email based alerts when a new fire incident is detected. The alerts will be identical to
what is received by Pano for Government and Pano for Utility users however Pano
Alerts users will not have access to the full Pano Rapid Detect Solution.
A-13
[:=J RPV Peninsula Oties
A Potential Pano Stations
Single Site Coverage
Multi Site Coverage
alos Verdes
Estates
CuyofTorr•nc:e
Open Spate
0 .9 1.8
lo
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3.6
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m
5.4
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7 .2
!Miles
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NASA. USGS. Bo,e.iu ol Land MaNge~nL EPA NPS USDA Esu. NASA NGA USGS FEMA
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2. Specific Licenses
The Pano Solution provided under this Statement of Work will include the following:
• Unlimited user licenses to Pano for Government for Customer’s Users.
• Ten (10) user licenses for Pano for Government, to be provisioned for either Los
Angeles Sheriff’s Department or Los Angeles County Fire Department
• Unlimited Pano Alerts user licenses to be provisioned as Customer instructs.
3. Pano Solution Specifications
The following are components of the Pano Rapid Detect Solution to be provided under this
Statement of Work:
• Pano 360 software interface for Pano Rapid Detect, including real-time and 360⁰
coverage at the Pano Station locations, ongoing release of new features, cloud
computing capacity, and cloud storage.
• Pano Intelligence Center / Technical Support, with 24/7 staffing, including internal
controls and systems to minimize false positives of ignitions.
• Pano AI, including ongoing refinement of algorithms, data gathering, model training,
and cloud computing.
• Pano Connect, including cloud storage, as well as data ingestion from Pano Stations
and third-party feeds such as local emergency services and satellites
• Pano Solution utilizes Google Cloud.
Also included are:
• Software configuration, including periodic load-in of assets and provisioning of
notification lists.
• Software training and support, including a designated customer success agent and
regular check-in meetings.
• Additional recurring services, including tower space rental, land rental, Pano Station
maintenance, cellular connectivity, and power.
4. Equipment Maintenance and Repair:
During the Subscription Period for the Pano Solution, Pano shall keep the Equipment described in
this SOW in working order at Pano’s expense, in accordance with the requirements of Section 7
of the Main Agreement Terms and subject to the provisions of this Statement of Work.
5. The subscription fees are: $35,000 per year per Pano Station or $140,000 for all four (4)
Pano Stations included in this SOW.
6. The Initial Subscription Period is: November 1, 2022 through October 31, 2025.
7. Billing Schedule:
Pano shall invoice annually in advance as of November 1 of each year during the Term. Customer
shall pay invoices within 30 days after receipt of invoice.
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8. Proprietary Rights to Camera Data.
As between the Parties, title to all copyrights, trade secrets, and other intellectual property rights
in or related to the data or images generated by the Equipment (the “Camera Data”) are and will
remain the exclusive property of Customer.
Customer hereby grants Pano a limited license to collect, process, store, generate, and display
Camera Data for the sole and exclusive purpose of: (a) providing the Pano Solution; (b) performing
development and engineering work regarding Pano’s products and services; (c) providing incident
information to government users of the Pano for Government platform; and (d) providing incident
information to third parties through Pano Alerts. Additional use of Camera Data by Pano must be
approved in writing by Customer.
Pano may collect, use and disclose quantitative data derived from the use of the Pano Solution for
industry analysis, benchmarking, analytics and other business purposes; provided that all such
quantitative data collected, used, and disclosed will be in anonymous, aggregate form only and
will not identify Customer nor will the Customer be identifiable as the source of the data.
The Parties’ rights and obligations under this Section 8 will survive termination of this Statement
of Work.
C. SERVICE LEVELS
● Google Cloud Uptime: Pano runs on Google Cloud Platform, which has the following
SLA agreements: https://cloud.google.com/terms/sla. For the services that Pano uses, a
99.9% uptime is expected.
● Network Connectivity: If there is a network outage at the site of a camera, then there will
not be any current camera images during the network outage, but images will be saved
locally for 24 hours and uploaded to the system once network connectivity is restored.
● Power Outages: If there is a loss of power to a Pano Station, then no camera images will
be generated during this time. Pano Stations may have battery or generator back -up,
depending on the resources at the Station site.
● Pano Station Firmware Updates (Pano Stations only): Pano will make firmware updates
to the station hardware. Firmware updates may last up to 10 minutes. During the time that
a firmware update is being made, no camera images will be generated. Firmware updates
will be scheduled by Pano with the intention of minimizing disruption to the Pano Solution.
● Pano 360 Software Updates: Pano will make software updates throughout the duration of
the pilot. Software updates may be made on a weekly basis. Patch updates will not require
system downtime. Major and minor updates may require up to 30 minutes of downtime,
and notice of these updates will be provided to Customer admins prior to the downtime.
Software updates will be scheduled by Pano with the intention of minimizing disruption to
the Pano Solution.
● Pano Customer Support: There will be a support email, support@pano.ai, that can be
used to report any instances of non-critical bugs, issues with the system, or feature
suggestions.
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● Notice of Downtime: Email notice will be sent to designated Admins if there are any
instances of downtime in excess of what is detailed by the Google Cloud SLA or the
expected Software Update downtime above.
○ The Pano Intelligence Center will monitor camera feeds 24 hours a day, 7 days a
week, for outages.
● Designated Account Executive: Customer will be assigned a designated Account
Executive that acts as a “one stop shop” for Customer Users by providing daily customer
service by fielding customer inquiries regarding the Pano Solution.
● On-going Product Training for the Pano Solution: Pano provides training during each
initial implementation and on an as-requested basis afterward. Pano training is conducted
in a workshop format where users are hands-on with the application – first using Pano-
provided scenarios and then quickly managing the application on their own.
● Continued Engagement with Pano Product Management: Pano is committed to
bringing to market enhancements to solutions to further assist customers in improving their
situational awareness capabilities. Pano utilizes a customer-driven development
methodology to quickly build those new features that users value most. Each of our
customers is given the opportunity to play an active role in our product roadmap.
● Helpdesk Services: Pano provides help desk service via both phone and email during
business hours (Monday through Friday from 9am PT to 5pm PT, excluding holidays) to
assist with any user questions.
PANO AI, INC. CITY OF RANCHO PALOS VERDES
Signature Signature
Name: Sonia Kastner Name:
Title: CEO Title:
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Exhibit B
PRIVACY AND SECURITY
Privacy for Pano 360 Users:
● Pano has a published Privacy Policy (https://360.pano.ai/privacy), which outlines what
personal data is collected by Pano and how that data is used.
● Pano restricts access to its internal data stores; access is only provided to Pano personnel
that need to access the data stores in order to perform their jobs.
Privacy for Camera Operations:
● Pano conducts an internal review of the viewshed for every camera that is deployed. Areas
where citizens would have a reasonable expectation of privacy are pixelated. Pixelation is
processed by edge computing resources at the Pano Station, ensuring that all images
transmitted to Pano’s cloud system include appropriate pixelation.
Additional security procedures and industry best practices:
● Data is stored on Google Cloud Platform, which is ISO/IEC 27001 compliant.
● Best practices for web development are used (OWASP), and HTTPS is used for all URLs.
● Best practices for data transfer are used, including certificates, encryption ciphers, and TLS
protocols.
● Edge computers connected to cameras are secured with SSH Public Key Authentication
and cryptographically-signed OS images. A private Certificate Authority is used for SSL
certifications that allow edge computers to authenticate and communicate with Pano
servers deployed on Google Cloud Platform.
Security Breach Notification. Pano shall, at its expense: (a) immediately notify Customer any
unauthorized acquisition, access, use, disclosure or destruction of Camera Data (if the Camera
Data was in Pano’s possession or control) or Equipment (each considered a “Security Breach”) via
email within 72 hours of discovery of the Security Breach; (b) investigate such Security Breach;
(c) promptly furnish to Customer full details of the Security Breach and assist Customer with its
own investigation; (d) take steps to mitigate the effects and minimize the damage resulting from
the Security Breach; and (e) make necessary changes to minimize the likelihood that such a
Security Breach will reoccur.
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Exhibit C
INSURANCE
Pano shall maintain in full force and effect during the Term:
A. Commercial general liability insurance with coverage limits of not less than $1,000,000
per occurrence and $2,000,000 in the aggregate.
B. Product liability (completed operations) insurance with coverage limits of not less than
$2,000,000 in the aggregate.
C. Automobile (hired and non-owned) liability insurance with coverage limits of not less than
$1,000,000 combined single limit.
D. Workers compensation insurance as required by law in the state where the services will be
provided with coverage limits of not less than $1,000,000 per occurrence.
E. Umbrella (excess) liability insurance with coverage limits of not less than $1,000,000 per
occurrence.
Pano shall cause Customer to be an additional insured on the applicable policies, with a copy of
the additional insured endorsement to be provided to City upon execution of this Agreement, and
annually upon renewal, if applicable.
120089.000009 4890-3885-4968.1
A-18
Pano AI, Inc.
Response to the City of Rancho Palos Verdes
Request for Proposals for Wildfire Detection Services
Submitted: February 18, 2022
UPDATED : October 6, 2022
B-1
Pano AI, Inc.
www.pano.ai
Proposed Commercials & Coverage
Pano’s updated proposal Pano has included two distinct options that will both provide the City of Rancho
Palos Verdes, and the broader peninsula, with 24/7 detection capability, significant coverage, and an
operational system by early 2023 in 2022 . This proposal The first option is an all-inclusive Pano
deployment, fully managed by Pano, where Pano would install four of our state-of-the-art Pano Stations
throughout the Palos Verdes Peninsula covering the City of Rancho Palos Verdes . This option would
provide the City with the highest levels of Pano Rapid Detect coverage. The second option is for an
all-inclusive deployment of six state-of-the-art Pano Stations covering both the City of Rancho Palos
Verdes and the surrounding peninsula cities. This option would provide the overall Peninsula with the
highest levels of Pano Rapid Detect coverage. ¶
The maps below contain the optimal, preliminary site locations we’ve identified in conjunction with the
information provided by the City of Rancho Palos Verdes. If the City decides to move forward with
Pano’s proposal, our Site Selection team will begin a more detailed qualification process to confirm the
ability to install Pano Stations at these locations. In the event that one or more locations are unavailable
for any reason , Pano has identified suitable alternative locations that will provide similar levels of
coverage and will deploy on an alternate site(s) if necessary .
Option One: Rancho Palos Verdes Deployment
Option One, a full deployment of Pano Stations across the City of Rancho Palos Verdes, will leverage a
network of four Pano Stations , deployed on existing structures (two deployed on existing structures and
two stand-alone Stations) . This option will cover significant portions of the City’s land area even when
accounting for topography.
1
B-2
Pano AI, Inc.
www.pano.ai
Option One Coverage Map: Rancho Palos Verdes Deployment ¶
The expenditure required by the City of Rancho Palos Verdes for Option One will be $140,000 USD per
year for a minimum three-year agreement. To ensure both stand-alone Stations meet the requirements of
the city (i.e. with regards to landscaping, fencing, etc.) our proposal assumes the City will be responsible
for the cost of the electrical connections or solar, pole installation, landscaping, etc. of a 3-5 meter tall
pole for the proposed stand-alone sites; not to exceed $25,000 per stand-alone site . Pano will fully
manage and execute the installation of the required stand-alone Stations and will only bill the City at our
cost, with no additional markups or labor costs for Pano employees. ¶
Aside from this, Pano will handle all aspects of permitting, installation, monitoring, operations, and
repairs. For longer-term agreements, Pano’s proposal also includes a hardware refresh in Year 5 and 10 at
no additional cost to ensure the City of Rancho Palos Verdes continues to have the latest camera
technology included in their Pano Stations.
Included Software, Support, and Services - Option 1
Option 1 includes industry-leading software, support and services to facilitate the ongoing success of our
early wildfire detection system for the City of Rancho Palos Verdes.
Specifically included in our proposal is:
● Unlimited users licenses for City personnel to the Pano 360 web interface
2 B-3
c=J RPV Peninsula Cities
.A Potential Pano Stations
Sing le Site Coverage
Multi Site Cove rage
ales Ve r des
Estates
C,tyofTorrance
Open Space
0 .9 1.8
WCarsonSt
3.6
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~
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Pano AI, Inc.
www.pano.ai
● Ten (10) user licenses to Pano 360, to be provisioned for either Los Angeles Sheriff's Department
or Los Angeles County Fire Department
● Unlimited Pano Alerts user licenses to be provisioned as the City instructs
● 24/7 coverage by the Pano Intelligence Center’s monitoring services
● 24/7 Pano software and hardware customer support
● Access to a designated Pano Client Executive
● Initial training and user onboarding for City personnel
● Quarterly new user training for City personnel
3 B-4
Pano AI, Inc.
www.pano.ai
Option Two: Full Peninsula Deployment ¶
Option Two, a full deployment of Pano Stations across the Palos Verdes Peninsula will leverage a network
of six Pano Stations (three deployed on existing structures and three stand-alone Stations). This option
will cover significant portions of the Peninsula’s land area even when accounting for topography. ¶
¶
¶
Option Two Coverage Map: Full Peninsula Deployment ¶
The expenditure required by the four Palos Verdes Peninsula Cities for Option Two will be $298,000 USD
per year for a minimum three year agreement. To ensure the stand-alone Stations meet the requirements
of the four Palos Verdes Peninsula Cities (i.e. with regards to landscaping, fencing, etc.) our proposal
assumes the Cities will be responsible for the cost of the electrical connections or solar, pole installation,
landscaping, etc. of a 3-5 meter tall pole for the proposed stand-alone sites; not to exceed $25,000 per
stand-alone site . Pano will fully manage and execute the installation of the required stand-alone Stations
and will only bill the Cities at our cost, with no additional markups or labor costs for Pano employees ¶
¶
Aside from this, Pano will handle all aspects of permitting, installation, monitoring, operations, and
repairs. For longer term agreements, Pano’s proposal also includes a hardware refresh in Year 5 and 10 at
no additional cost to ensure the four Palos Verdes Peninsula Cities continue to have the latest camera
technology included in their Pano Stations. ¶
4 B-5
Palos Verdes
Shoreline
Preserve
P "" Ver .. ~s
1:.states City
Parkland
'JUaArm Id
n11"n Orie
D Rancho Pa los Verdes City Boundary
Single Site Coverage
Multi Site Coverage * Tower I nsta lls
0 Standalone Sites
*
0.5 2 ----[ sn NASA NGA US1 ,, MA County of l as AngC'les Cal fotr' a ~tatf' Parks I sr1 H R Ga m111
Sa'eGraph MfTltNASA, SGS 8tnPau o' I and Manac;ernf'nt. rPA. NPS USDA
~-----------------------------------------------------------~ -
Pano AI, Inc.
www.pano.ai
Included Software, Support, and Services- Option 2 ¶
Option 2 includes industry-leading software, support and services to facilitate the ongoing success of our
early wildfire detection system for the four Palos Verdes Peninsula Cities. ¶
¶
Specifically included in our proposal is: ¶
● Unlimited users licenses for personnel of the four Palos Verdes Peninsula Cities (i.e. PVE, RPV,
RH, and RHE) to the Pano 360 web interface ¶
● 24/7 coverage by the Pano Intelligence Center’s monitoring services ¶
● 24/7 Pano software and hardware customer support ¶
● Access to a designated Pano Client Executive ¶
● Initial training and user onboarding for Peninsula Cities personnel ¶
● Quarterly new user training for Peninsula Cities personnel ¶
5 B-6
PENINSULA PUBLIC SAFETY COMMITTEE MEETING DATE: 09/01/2022
AGENDA REPORT AGENDA HEADING: New Business
TO: PENINSULA PUBLIC SAFETY COMMITTEE
FROM: CITY MANAGERS
DATE: SEPTEMBER 1, 2022
SUBJECT: PENINSULA-WIDE WILDFIRE DETECTION
CAMERA SYSTEM UPDATE
STAFF COORDINATOR: Jesse Villalpando, Emergency Services Coordinator
RECOMMENDATION
(1) Review an update to the Peninsula-wide Wildfire Detection Camera System
clarifying the proposed project's deployment, installation locations, coverage, cost
estimates, and proposed funding;
(2) Affirm Pano AI’s Option No. 1 as the preferred project for the Peninsula cities;
(3) Confirm using the ALPR cost-sharing formula for the Hazard Mitigation Grant
Program Local Match should the grant be awarded for this project; and,
(4) Continue the discussion to when the Hazard Mitigation Grant Program (HMPG) is
anticipated to announce grant recipients.
BACKGROUND
In recognition of the use of new technological advancements to mitigate the devastating
effect of a wildfire, as well as the growing number of devastating wildfire incidents within
California, the Peninsula cities are constantly investigating early wildfire detection tools
to add to its toolbox. Over the past year, the Peninsula cities have come to learn of the
development of wildfire camera detection systems that provide public safety agencies
with timely and accurate alerting of fire ignitions with the goal of protection of life, property,
and the environment.
At the November 2021 Peninsula Public Safety Committee (PPSC) meeting, the
possibility of participating in the procurement and use of a Peninsula-wide fire detection
camera system was first discussed. The PPSC was briefed on recommendations for
proposed wildfire camera locations and the differences between surveillance vs. detection
systems. The general consensus of the PPSC was to gather more information before
D-1
I
RANCHO i=ALOS VERDES
T. Y,
Update on installing Wildfire Monitoring Cameras
Peninsula Public Safety Committee
September 1, 2022
proceeding, including clarification regarding potential camera placement and coverage,
detection success rates, cost for the four cities, grant opportunities, and privacy and
staffing requirements, and to report back.
On December 22, 2021, a request for proposals (RFP) was issued for wildfire detection
services which closed on February 28, 2022. At the conclusion of the RFP, proposals
were received from the following three vendors for wildfire camera detection services:
• GC Green Inc.
• N5 Sensors Inc.
• Pano AI Inc.
An evaluation panel comprised of one representative from each of the Peninsula cities
ranked the proposals and determined that the three firms' proposals were eligible to be
interviewed. Interviews were held on May 10 and 11, 2022.
During the interview process, the evaluation panel was impressed by Pano AI, a wildfire
technology company that uses cameras and artificial intelligence (AI) software to
automatically detect the first wisps of smoke and deliver real-time fire images to first
responders and emergency personnel, all with the goal of detecting flare-ups earlier and
allowing for a quicker response before a fire spreads. Furthermore, Pano AI's ability to
manage all aspects of wildfire detection system permitting, installation, monitoring,
operations, and maintenance, as well as Pano AI's track record of successfully deploying
its "Pano Rapid Detect" wildfire detection solution in Napa and Sonoma County, Santa
Cruz County, and with the Aspen Fire Protection District, motivated the evaluation panel
to agree that Pano AI is the preferred vendor.
On May 12, 2022, the PPSC received a status report on the wildfire camera detection
system. The RFP required proposers to submit two separately priced options, one for
Rancho Palos Verdes and one for the entire Peninsula. The PPSC was informed that the
evaluation panel identified Pano AI as the preferred vendor and that efforts are underway
to enter into a professional services agreement. The PPSC requested additional
information regarding the power source for these cameras, potential grant funding, and
the cost breakdown for each city. In addition, the PPSC proposed that staff investigate
additional information on potential cost estimates and a cost-sharing agreement with
interested partnering agencies, and report back to the PPSC at a later date to determine
how each city would consider how to proceed.
Since the May 12, 2022 meeting, the Peninsula cities have been gathering more
information on the services provided by Pano AI particularly the deployment, installation
locations, coverage, detection capabilities, cost estimates, and proposed funding options.
In light of new information, the PPSC is being provided with an update on how best to
proceed collectively for the Peninsula.
DISCUSSION:
Pano AI’s Wildfire Camera Detection System
D-2
Update on installing Wildfire Monitoring Cameras
Peninsula Public Safety Committee
September 1, 2022
Pano AI’s Wildfire Camera Detection System employs a proprietary AI algorithm for
smoke detection and involves the deployment of high-definition cameras on existing
structures or stand-alone towers that continuously scans the landscape to spot, evaluate,
and signal wildfire activity generally within a 10-mile radius. Pano AI provides
subscription-based services for viewing 360-degree images captured every 60 seconds
24 hours a day, seven days a week, by self-rotating high-definition cameras. In summary,
the subscription includes:
• Unlimited user-licenses for City personnel to the Pano 360 web interface
• 24/7 coverage by the Pano Intelligence Center’s monitoring services
• 24/7 Pano software and hardware customer support
• Access to a designated Pano Client Executive
• Initial training and user onboarding for City personnel
• Quarterly new user training for City personnel
The cameras AI technology scans the horizon to detect, validate, and categorize wildfire
events in real time and provides early warning of fire ignition to a command center. If
smoke is detected, an automated alert is reviewed by command center representatives,
where Pano AI analysts pinpoint the source of the smoke and determine the type of fire,
such as a vegetation fire. Furthermore, a machine-learning component of the Pano AI
system enables the system to become increasingly accurate at detecting minute
differences in movement between smoke, haze, and fog in support of continuous,
uninterrupted detection capabilities in all weather conditions.
To facilitate the monitoring of smoke detections, data from other sources such as
satellites, 911 calls, weather sensors, and existing cameras to provide emergency
personnel with a centralized platform for wildfire detection and response. Pano Rapid
Detect also utilizes data from sources like Geostationary Operational Environmental
Satellites (GOES) which are operated by NASA, as well as the California Highway Patrol
(CHP), in order to provide a single, integrated platform for wildfire detection.
If a wildfire is detected and confirmed, notifications are sent to a pre-identified set of
recipients, such as fire authorities, emergency responders, and city staff.
Proposed Project Coverage
As requested in the RFP and described in detail below, the proposals received provided
two options that would provide the City of Rancho Palos Verdes (Option No. 1) and the
larger Peninsula area (Option No. 2) with 24/7 detection and operational system. It is
important to note that for both options, Pano AI would handle all aspects of permitting,
installation, monitoring, operations, and repairs as part of a subscription service. If
engaged in longer-term agreements, Pano’s proposal includes a hardware refresh in year
five and in year ten at no additional cost to ensure the latest camera technology. However,
if ownership of the equipment is desired along with the subscription service, the cost per
camera would be approximately $50,000.
D-3
Update on installing Wildfire Monitoring Cameras
Peninsula Public Safety Committee
September 1, 2022
Option No. 1 - Rancho Palos Verdes Deployment:
At a proposed cost of $140,000 per year for the subscription based service (does not
include owning the cameras or equipment), this option consists of the deployment of four
Pano Stations across the City of Rancho Palos Verdes with two cameras being installed
on existing structures and two on stand-alone towers at a height measuring approximately
15 feet. The map below depicts the optimal preliminary site locations identified by Pano
AI based on information provided by the City of Rancho Palos Verdes. It should be noted
that if the project moves forward with Pano’s proposal, a Site Selection team will conduct
a more detailed assessment to confirm the ability to install Pano Stations at these
locations. In the event that one or more locations are unavailable, Pano will identify
suitable alternative locations that will provide similar levels of coverage.
It is important to note that with the 10-mile range capabilities of the Pano AI camera,
Option No. 1 appears to provide substantial coverage to most of the Peninsula cities,
even when topography is taken into account. Moreover, adjustments to the some of the
camera locations, including locating some of the cameras in neighboring cities but
remaining under a service agreement with Rancho Palos Verdes, may expand coverage
to those areas not shown to be covered by the current proposal. That said, although
described below, Option No. 2 may not be necessary.
D-4
Palos Verdes
Shoreline
Preserve
Lunada Bay
Palos Verdes
Estates City
Parkland
Pa l os Verdes
Es t ates
C::J Rancho Pa los Verdes City Boundary
Si ngle Site Coverage
Mu lt i Site Coverage * Tower I nstall s
◊ Standa lone Sites
Pa\OS ... e
Pa los Ve r d
Go lf Clu b
V,
Rolling HIiis
Estates
Rolling Hills
0 .5 liiii-j.MM--
Lomita
r:; th q
Harbor City'
Harbor Hills
.. '147/1
Esri, NASA, NGA, USGS, FEMA, County of Los Angeles, California State Parks, Esri , HERE, Garmin,
SafeGraph, METI/NASA, USGS, Bureau o f Land Management, EPA, NPS, USDA
Update on installing Wildfire Monitoring Cameras
Peninsula Public Safety Committee
September 1, 2022
Option No. 2 - Full Peninsula Deployment
At a proposed cost of $298,000 per year (an annual increase of $158,000 from Option
No. 1) for the subscription service (does not include owning the cameras or equipment),
this deployment includes two Pano Stations in addition to the four Pano Stations
described in Option No. 1 for a total of six Pano Station (three deployed on existing
structures and three stand-alone Stations) that will cover the Peninsula. The map below
depicts the full deployment of the six Pano Stations across the Peninsula.
Comparing the coverage map between Option Nos. 1 and 2, it appears that the only
apparent difference is somewhat expanded coverage in Palos Verdes Estates in and
around their Civic Center. In light of this and the cost differential, it is increasingly clear
now that Option No. 1 is the most prudent and logical option for the Peninsula cities to
consider pursuing. Recognizing that there is a Peninsula-wide benefit and possible cost
savings if Option No. 1 is pursued by the four Peninsula cities, the discussion in the next
section provides a recommended cost sharing option for the Peninsula cities to consider.
Potential Cost Sharing Option
D-5
* Palos Verdes
Palos Verdes
Shoreline
Preserve
Lunada Bay
P o:. Verues
tstates City
Parkland
c:::::J Rancho Palos Verdes City Bou ndary
Sing le Site Coverage
Multi Site Coverage * Tower I nstalls
◊ Standa lone Sites
Estates
Rolling Hills
Estates
0 0.5 1 liiiiiii,jrlM~--
Lomita
Harbor City
3 4
l ·.t1i le
Esri. NASA, NGA, USGS, rEMA, County of Los Angeles, California State Parks, Esri, HERE, Gar min,
SafeGraph, METI/NASA. USGS, Bureau of Land Management, EPA , NPS, USDA
Update on installing Wildfire Monitoring Cameras
Peninsula Public Safety Committee
September 1, 2022
Initially, the proposal assumed a full deployment of four camera stations requiring a
minimum three-year agreement at a cost of $140,000 per year for a total agreement cost
of $420,000. Furthermore, an additional, one-time, not to exceed cost of $25,000 per
stand-alone site for two sites, bringing the total initial cost of deployment to $490,000.
After further discussions, on July 19, Pano AI indicated that it is willing to modify its
proposal to execute a one-year subscription for its wildfire detection services, with the
option to renew for an additional three to four years if desired. Pano AI also indicated that
it is willing to absorb the additional one-time $50,000 construction cost associated with
the two stand-alone sites. Based on this recent information, the total expenditure would
be $560,000 for a four-year agreement as provided below:
Option No.1 Deployment Expenditure Summary
To potentially fund this project, an application was submitted to Cal OES requesting
Hazard Mitigation Grant Program (HMGP) funding for a total project cost of $650,000
with a federal share (75%) amount of $487,500 and required local match (25%) of
$162,250 for the installation of an early wildfire detection system for the Peninsula-wide
deployment (this is a reimbursable grant).
Importantly, letters of support for this HMGP application have been received from a
variety of project stakeholders, including Assemblymember Muratsuchi, and Senator
Allen, as well as the cities of Palos Verdes Estates, Rolling Hills Estates and Rolling
Hills. These support letters have been submitted to the State’s Hazard Mitigation
Officer/CalOES.
If the HMGP grant is awarded, it would cover the total cost of the proposed project less
the matching funds. However, it is important to note that no groundbreaking or
construction can occur prior to FEMA's funding commitment in order to remain within the
parameters of the HMGP. However, tasks associated with a submitted hazard mitigation
project's planning and design process, such as engineering, environmental studies, and
other "soft" costs associated with the construction of a mitigation project, may begin prior
to the awarding of funds by FEMA. It is anticipated that FEMA awards will be issued in
mid-2023. At this time, it is recommended delaying the roll out of the proposed camera
system until receiving notification whether the HMGP is awarded to avoid any potential
disqualification. It is worth reiterating that the HMGP is a reimbursable grant program, so
the matching fund will be based on 25% of the grant funds used for the project and based
on the anticipated total project cost for four years of subscription ($560,000), the
matching fund will likely be less than $162,000.
Expenditures FY 22-23 FY 23-24 FY 24-25 FY 25-26 TOTAL
Annual
Subscription/
Maintenance
Cost
$140,000 $140,000 $140,000 $140,000 $560,000
D-6
Update on installing Wildfire Monitoring Cameras
Peninsula Public Safety Committee
September 1, 2022
It is worth noting that prior to proceeding with a professional services agreement between
the City of Rancho Palos Verdes and Pano AI, at its July 19, 2022 meeting, the Rancho
Palos Verdes City Council reviewed the proposed cost and key features of Pano AI's
Wildfire Detection Camera System. At this meeting, City Council affirmed that the
implementation of Option No. 1 is anticipated to benefit the other three Peninsula cities.
Recognizing that wildfires don’t follow boundary lines, the Rancho Palos Verdes City
Council expressed a desire for the cities of Palos Verdes Estates, Rolling Hills, and
Rolling Hills Estates to consider contributing towards the implementation of Option No. 1
through cost-sharing rather than pursuing the more costly, and somewhat redundant,
Option No. 2.
Cost sharing is fundamental to collaborative efforts and is frequently the primary impetus
for their formation. Existing cross-jurisdictional partnerships between Peninsula Cities are
evidence of this. The Memorandum of Understanding (MOU) between the cities of Palos
Verdes Estates, Rancho Palos Verdes, Rolling Hills, and Rolling Hills Estates regarding
the placement and maintenance of automated license plate recognition (ALPR) cameras
around the Palos Verdes Peninsula is one of the most significant collaborations to date.
The Peninsula-wide ALPR program may be considered comparable to the proposed
Wildfire Camera Detection Services and can set the framework for another cost-sharing
project. Notably, the cost allocation formula for the deployment of ALPR cameras for the
Peninsula consists of demographic information for each city, specifically population,
dwelling units, and area in square miles as shown in the table below:
At the time of the formation of the Peninsula-wide ALPR program, the City Managers of
the four Peninsula cities used the information in the above table to determine an equitable
cost-sharing formula. Ultimately, it was agreed by the Peninsula City Councils to use the
following funding formula based on the average percentage of dwelling units and
population of each Peninsula city:
D-7
Pop ul ation Pop % Dwelling Uni ts DU % Area (s q. mi.) Area %
PVE 13,730 20.7 % 5,298 20 .9% 4.77 19 .2%
RPV 42,564 64 .1% 16,233 64 .0% 13 .48 54.3 %
RH 1,904 2.9% 719 2.8% 2.99 12 .0%
RHE 8,223 12 .4% 3,101 12.2% 3.60 14.5%
Tota l 66 ,421 100.0% 25,3 51 100 .0% 24.84 100 .0%
Update on installing Wildfire Monitoring Cameras
Peninsula Public Safety Committee
September 1, 2022
Due to the similarities between these two programs (ALPR and Wildfire Detection
Cameras), it is recommended the Peninsula cities consider cost-sharing the total cost of
the required $162,500* local match requirement over the four-year duration of the project
utilizing a methodology similar to the ALPR formula as depicted in the table below. It is
recognized that it will be necessary for each City Council to consider the benefits of this
potential partnership and agree to a sustainable funding methodology.
CITY COST
SHARE % LOCAL MATCH ANNUAL COSTS TOTAL PROJECT
COST (4 YEARS)
PVE 20% $162,500 $8,125 $32,500
RPV 60% $162,500 $24,375 $97,500
RH 7% $162,500 $2,844 $11,375
RHE 13% $162,500 $5,281 $21,125
(Table reflects costs offset by HMGP grant funding)*
It is critical to note that the grant submission to Cal OES has the possibility of not being
funded through the State's program, which remains an unknown until approximately mid-
2023. If this is the case, it will be necessary to return to the Committee with funding
alternatives, which may include pursuing other grant opportunities or with the Peninsula
cities absorbing the full cost of $560,000** over four fiscal years at an annual subscription
of $140,000 for four cameras based on the ALPR formula as depicted in the table below.
CITY COST
SHARE %
ANNUAL PROJECT
COST ANNUAL CITY COST TOTAL PROJECT
COSTS (4 YEARS)
PVE 20% $140,000 $28,000 $112,000
RPV 60% $140,000 $84,000 $336,000
RH 7% $140,000 $9,800 $39,200
RHE 13% $140,000 $18,200 $72,800
TOTAL $140,000 $140,000 $560,000
(Table reflects full project costs without grant funding)**
Based on the PPSC’s input on these questions, further information will be presented at a
future meeting when more information is available on the status of the HMGP grant
application.
D-8
COST ALLOCATION FORMULA
("'FORM 1 LA")
Member Per-(enta2e
City of Palos Ver-des Estates 20%
City of Rancho Palos V rdes 60%
City of Rolling HiJls 7%
City of Rolling Hills , startes 13%
City of Rancho Palos Verdes
Request for Proposals
WILDFIRE DETECTION SERVICES
City Manager’s Department
Attention: Jesse Villalpando, Senior Administrative Analyst
30940 Hawthorne Blvd., Rancho Palos Verdes, CA 90275
Phone: (310) 544-5209| Email: Jvillalpando@rpvca.gov
RFP Release Date: December 22, 2021
Request for Clarification Deadline: January 10, 2022
RFP Submittal Deadline: February 2, 2022
E-1Pl
Page 2 of 57
City of Rancho Palos Verdes
RFP- Wildfire Detection services
December 21, 2021
WILDFIRE DETECTION SERVICES
The City of Rancho Palos Verdes seeks proposals from qualified firms
to implement, install, and maintain a 24-hour early wildfire detection
system that utilizes artificial intelligence and intuitive software
technology to detect, locate, confirm and communicate wildfire
ignitions in strategic locations identified as wildfire-prone areas
throughout the City of Rancho Palos Verdes and the surrounding Palos
Verdes Peninsula area.
All correspondence and questions regarding this RFP should be directed to:
Jesse Villalpando, Senior Administrative Analyst
City Managers Department
30940 Hawthorne Boulevard
Rancho Palos Verdes, CA 90275
Jvillalpando@rpvca.gov
To be considered for this project, submit an electronic copy of the proposal to the
above email address by 4:30PM on Wednesday, February 2, 2022
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Page 3 of 57
City of Rancho Palos Verdes
RFP- Wildfire Detection services
December 21, 2021
TABLE OF CONTENTS
I.Introduction Page 4
II.Project Objective Page 6
III.Project Description and Background Page 7
IV.Scope of Services Page 7
V.Preliminary Project Schedule Page 13
VI.Necessary Qualifications and Submittal
Requirements Page 13
VII.Submission of Proposal Page 16
VIII.Evaluation and Selection Process Page 16
IX.Attachments Pages 18-55
Attachment A – Option #1 Proposed Locations:
Attachment B – Option #2 Proposed Locations:
Attachment C – Sample Professional Services Agreement
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Page 4 of 57
City of Rancho Palos Verdes
RFP- Wildfire Detection services
December 21, 2021
I. INTRODUCTION
The City of Rancho Palos Verdes (City) is a scenic, upscale, residential coastal
community, with a population of approximately 42,000, located on the Palos Verdes
Peninsula of southwestern Los Angeles County.
The City is a contract city, meaning that some services are provided by contract with
agencies (both public and private), and some services are delivered by the City’s own
employees.
The City of Rancho Palos Verdes is a General Law City and has operated under the
Council-Manager form of government since its incorporation in 1973. Policy-making and
legislative authority are vested in the governing City Council, which consists of five
Council Members, including the Mayor and Mayor Pro Tem. The City is fiscally sound and
functions on an annual budget cycle.
PALOS VERDES PENINSULA PROFILE
The Palos Verdes Peninsula has a unique physiography, formed over millions of years of
submerging and lifting from the Pacific Ocean. Once an island, the Peninsula is nine miles
wide by four miles deep, now rises above the Los Angeles Basin, with the highe st
elevation at 1480 feet. The terrain of much of the planning area is rolling hills, steep
slopes, canyons, and coastal bluffs. Several active park sites and an extensive amount
of preserved natural open space and passive parkland, particularly along the Peninsula’s
coastline, provide the majority of recreational resources for residents.
The Palos Verdes Peninsula is made up of four cities: Rolling Hills, Rolling Hills Estates,
Rancho Palos Verdes, and Palos Verdes Estates , as well as the unincorporated
community of Westfield/Academy Hill. The Palos Verdes Peninsula is bounded on the
north by Torrance, on the south and west by the Pacific Ocean , and on the east by Lomita
and San Pedro (Los Angeles).
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City of Rancho Palos Verdes
RFP- Wildfire Detection services
December 21, 2021
MAP OF THE FOUR PENINSULA CITIES
WILDFIRE VULNERABILITY
With its many steep canyons and open scrub-covered hillsides, the Palos Verdes
Peninsula area has always been vulnerable to the hazards associated with brush fires.
The Palos Verdes Peninsula is surrounded by dense brush a nd other vegetation that, if
ignited, could pose a threat to residential areas via wind-borne embers and direct ignition
from uncontrolled fires. The most recent significant fire on the Palos Verdes Peninsula
was on August 27, 2009, when a wildfire burned through approximately 230 total acres.
The fire is believed to have originated in the Portuguese Bend Reserve in the City of
Rancho Palos Verdes, where 165 acres were charred. The remaining 65 acres were
burned in the City of Rolling Hills. Dozens of homes were threatened, and approximately
1,200 residents were forced to evacuate.
The Palos Verdes Peninsula’s (PVP) geography is such that firefighting is incredibly
difficult with inaccessible cliffs and extreme slopes. Other factors contribute to the severity
of fires in the City of Rancho Palos Verdes, including weather and winds. Specifically,
winds commonly referred to as Santa Ana (aka as sundowner) winds during several
months of the year, primarily from June to the first significant rain in Novemb er. Such “fire
weather” is characterized by several days of hot, dry weather and high winds, resulting in
low fuel moisture in vegetation.
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/
l
Rancho
Palos Verdes
Roll!ng Hil ls
HAR
)
"
Page 6 of 57
City of Rancho Palos Verdes
RFP- Wildfire Detection services
December 21, 2021
State law requires that all local jurisdictions identify very high fire hazard severity zones
within their areas of responsibility. Inclusion within these zones is based on vegetation
density, slope severity, and other relevant factors that contribute to fire severity. With input
from local Los Angeles County Fire Department stations, Cal Fire has determined that
almost all of the four Peninsula Cities, are classified as Very High Fire Hazard Severity
Zones, based on the above criteria, as illustrated in the maps below.
Additionally, it should be noted that according to an April 11, 2019, article in the
Sacramento Bee, the City of Rancho Palos Verdes “holds the dubious honor of being
“The most populated city in California to have 90 percent or more of its population living
within a very high fire hazard severity zone”
The purpose of this document is to provide proposers with the information needed to
submit a proposal for review by the City and, if selected, enter into a Professional Service
Agreement with the City.
II. PROJECT OBJECTIVE
To contract with a qualified firm to plan, design, implement, install, and maintain a 24 -
hour early wildfire detection system that utilizes artificial intelligence and intuitive software
technology to detect, locate, verify, and communicate wildfire ignitions throughout the City
of Rancho Palos Verdes and the PVP region.
E-6
PALOS VERDES ESTATES RANCHO PALOS VERDES
B!NWffflMOMM iftNMWMMM
ROLLING HILLS ROLLING HILLS ESTATES
[MIHMIIDIN iM0fiiildiNOMM
Page 7 of 57
City of Rancho Palos Verdes
RFP- Wildfire Detection services
December 21, 2021
III. PROJECT DESCRIPTION AND BACKGROUND
The City of Rancho Palos Verdes is interested in developing and implementing a wildfire
early detection system, as well as associated artificial intelligence software and tools, in
strategic locations within the City's open spaces and canyons that have bee n identified
as being most susceptible to wildfire.
This system would involve the deployment of an adequate number of wildfire detection
sensors/technologies and associated equipment to monitor, verify and provide detection
of fires in the City's canyons and open space areas, assisting firefighters and the general
public in spotting fire ignitions before they become full -fledged conflagrations.
The majority of wildfires in Los Angeles County are reported by the general public. Unlike
wildland urban interface (WUI) fires, which typically begin in remote areas and have the
potential to grow to a significant size before being spotted or reported to authorities, fi res
that ignite in urban and suburban areas (including the PVP) are typically quickly reported
to authorities via a 9-1-1 call by the general public. However, it is important to note that
due to the unique geography of the PVP open space areas, which includes numerous
deep canyons, an "unwitnessed" fire can start in the middle of the night or early morning
in a remote deep canyon location and remain undetected for several minutes, if not hours.
The City is interested in implementing a long -term solution that will enable early detection
and verification of wildfire ignitions and alert first responders to the location of the fire,
especially at night. All forms of technology will be considered as long as they are cost -
effective and meet the City's early detection, verification, and notification requirements.
The city will consider systems run by companies, "turnkey" systems run by the City or a
combination. After reviewing the proposals, the city plans to execute professional service
agreements with the most qualified company or companies to plan, design, install ,
operate and maintain the system.
IV. SCOPE OF SERVICES
The city is accepting proposals to perform the following scope of services.
The scope encompasses guiding the process from its current preliminary planning stage
through construction completion, operation, and maintenance . It includes the
development and furnishing of all labor, materials, supplies, and installation of all
equipment and technologies necessary to provide a 24 -hour artificial intelligence and
intuitive software-based early wildfire detection system capable of detecting, verifying,
locating, and communicating wildfire ignitions throughout the majority of the land area
most vulnerable to wildfire on the PVP. In addition, the system shall be capable of
distinguishing false alerts such that First Responders do not need to respond to false
alarms.
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City of Rancho Palos Verdes
RFP- Wildfire Detection services
December 21, 2021
If the hired vendor proposes to construct the system on private property, then the
company shall obtain an agreement with the property owners, ensure there are not any
local view obstructions, address any local resident privacy concerns, provide any (if
required) studies with California Environmental Quality Act, and obtain appropriate
permits as required.
The project's scope of work as further defined below, is comprised of two separate options
that shall be priced separately as part of the proposal submittal. Vendors shall provide a
price for both options as part of the proposal.
The first option entails establishing and developing a 24-hour early wildfire detection and
alert system that covers high-risk open space areas, primarily in the City of Rancho Palos
Verdes. Option #1 shall ensure coverage of the below six high-risk areas identified by the
City of Rancho Palos Verdes (RPV) and its respective Emergency Preparedness
Committee (EPC).
These locations are provided as a “starting point” for the vendors for determining the
highest-risk areas within RPV. As part of the proposal submittal, the vendor shall evaluate
the pros and cons for each proposed location and determine the best locations for
detection systems to ensure the best coverage for high-risk open space areas.
Option #1 Proposed Locations:
Proposed Locations GPS Coordinates:
Antenna Cell Communications Tower (33.7453, -118.4055)
Portuguese Bend Reserve and Forrestal Reserve 33.7532, -118.3668)
Overlooking San Ramon Reserve/Switchback Areas 33.7532, -118.3668)
Overlooking San Ramon Reserve East Side (33.7579, -118.3731)
Rattlesnake Trail and adjacent canyon (33.7579, -118.3731)
Open Space Areas visible from Vistapoint Scenic Outlook: (33.7480, -118.3941)
The second option entails the establishment, development, and expansion of wildfire
detection sensors/technologies and associated equipment in collaboration with all four
Palos Verdes Peninsula cities of Palos Verdes Estates (PVE), Rancho Palos Verdes
(RPV), Rolling Hills (RH), and Rolling Hills Estates (RHE), to provide a 24 -hour early
wildfire detection and alert system covering the majority of the Palos Verdes Peninsula's
high fire risk areas.
Option #2 shall ensure coverage of all six high -risk areas identified in Option #1 and shall
expand the installation of wildfire detection sensors/technologies, as well as associated
equipment, to cover the majority of the PVP’s high fire risk areas as identified in the table
below.
RPV has provided these locations as a “starting point” for the vendors for determining the
highest-risk areas within the PVP. As part of the proposal submittal, the vendor shall
evaluate the pros and cons for each proposed location and shall determine the be st
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December 21, 2021
locations for the camera systems based on ensuring the best coverage for high -risk open
space areas.
Option #2 Proposed Locations:
Proposed Locations GPS Coordinates:
Antenna Cell Communications Tower (33.7453, -118.4055)
Portuguese Bend Reserve and Forrestal Reserve 33.7532, -118.3668)
Overlooking San Ramon Reserve/Switchback Areas 33.7532, -118.3668)
Overlooking San Ramon Reserve East Side (33.7579, -118.3731)
Rattlesnake Trail and adjacent canyon (33.7579, -118.3731)
Open Space Areas visible from Vistapoint Scenic Outlook: (33.7480, -118.3941)
Malaga Canyon in the City of Palos Verdes Estates (33.79616, -118.3873)
George F Canyon Reserve in the City of Rolling Hills Estates (33.7668, -118.3380)
Additional information including maps and photos of proposed locations can be found in
Appendix A & B of this document.
Associated Project Tasks
Both Options #1 and #2 require the successful proposer (hereinafter referred to as the
"Vendor") to complete the following associated Project Tasks, as defined further in this
project's scope of work:
Selection of best locations for wildfire detection systems
Project Coordination Meetings
Technical Evaluations
Development of Project Execution Plan
Public Outreach/City Council Meetings
Construction and Mobilization of Project
Commencement of Wildfire Detecting Service
SCOPE OF WORK
The successful vendor shall be required to perform the following work, all reports and
documents are to be provided in electronic format (PDF), unless otherwise indicated:
Selection of best locations for wildfire detection system - shall consist of the
following:
1) The vendor shall evaluate each proposed locations for each option and identify the
benefits and drawbacks (Pros and Cons) of installing the proposed detection
systems at each identified location.
2) The vendor shall evaluate and identify power and data connection requirements
for proposed fire detection systems for each identified location.
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3) The Vendor shall identify and notify the City of any additional information required
in order to perform the proposed effort.
4) RPV will provide interested vendors with the opportunity to participate in site tours
of proposed locations, as necessary, in order to refine the development of
proposals further.
5) The vendor may also suggest alternate locations for the installation of artificial
intelligence-based fire detection systems based on their assessment of the best
locations for rapidly identifying wildfires in PVP high -risk areas.
Project Coordination Meetings - shall consist of the following:
1) The vendor shall hold a project Kick-off meeting with key representatives from all
four peninsula cities (as applicable), including the Peninsula -wide Emergency
Services Coordinator, members of the RPV’s EPC, and representatives from the
Los Angeles County Fire Department, Sheriff Department – Lomita Station, the
California Highway Patrol, and the PVE Police Department.
2) The selected contractor shall meet periodically (in person or virtually) with City
staff, elected/appointed officials, and other key relevant personnel to
coordinate/track the proposed project's implementation and to ensure that the key
milestone events are completed and met to the satisfaction of the City.
3) The vendor shall prepare and distribute meeting minutes highlighting any action
items.
Technical Evaluations - shall consist of the following:
1) Coordination with designated City staff and submission of all required documents
for planning/environmental review, including environmental documents (as
needed), review of permits, and coordination with appropriate public safety
agencies, neighboring municipalities, and private sector organizations as required.
2) Mitigation considerations for residential view obstructions and privacy concerns.
3) Vandalism mitigating and susceptibility considerations.
4) Landscape/planting plan and details.
5) Electrical plan with power source, wiring and trench details (as needed).
6) Data connection strategy outlining the various types of data and internet
connections required for each location.
7) Considerations for implementing artificial intelligence -based fire detection software
aimed at reducing false reporting.
Development of A Project Execution Plan (PXP) - shall consist of the following:
1) The vendor shall develop a Project Execution Plan (PXP) that details the following:
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a. Final locations of installation for detection systems.
b. Critical-path-method schedule for completion of tasks and sub-tasks
required to accomplish the scope of work as identified ; and
c. Documentation of all deliverables and interim milestones on the critical -
path-method schedule for completion (No more than one 11” x 17” page).
Public Outreach/City Council Meetings - shall consist of the following:
1) The vendor must attend and facilitate public outreach meetings as needed to
discuss plans and receive feedback from the surrounding community and
interested parties.
2) The vendor shall attend a minimum of two City Council meetings.
a. The first meeting consists of a preliminary meeting presenting drafted
project execution and conceptual designs plans for the Council’s review.
b. The second meeting shall consist of presenting of the final Project
Execution Plan (PXP) and schematic designs to the City Council for their
review and approval. If needed, the vendor shall bring back a revised design
incorporating Council direction for future review.
3) Proposal pricing must include travel to and from meetings, preparation time, and
presentation materials.
Construction and Mobilization of Project - The vendor shall be responsible for
furnishing all labor, materials, supplies for the installation of all equipment and
technologies necessary to provide a 24-hour artificial intelligence and intuitive software -
based early wildfire detection system capable of detecting, locating, and communicating
wildfire ignitions within the approved locations of coverage most vulnerable areas to
wildfire within the RPV and surrounding PVP area as applicable. Vendors shall clearly
state the period of time for operation and maintenance of the proposed system.
Construction and Mobilization of this project shall consist of the following: which shall
include the following:
1) Submission of all necessary documents for planning/environmental review,
including, as necessary, an environmental impact report.
2) Securing of appropriate rights-of-way and easements for the staging of detection
systems.
3) Installation of necessary power sources and data connection wiring (as needed)
for each location in accordance with the mutually agreed upon electrical plan and
data connection strategy.
4) Preparation of a request for proposal and bid process for the purpose of
subcontracting a construction contractor to install necessary detection system
equipment.
5) Supervising and coordinating with construction contractors as needed.
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6) Coordination with utility companies as necessary.
7) Coordination with private homeowners as necessary.
8) Addressing issues with privacy and view impacts with private homeowners .
9) Restoration of any disturbed landscaping or hardscape to its pre-construction
condition, as required.
Commencement of Wildfire Detecting Service - The vendor shall be responsible for
the deployment and operation of proposed early wildfire detection systems designed to
provide 24-hour coverage of identified wildfire -prone areas and shall consist of the
following:
1) Incorporation of artificial intelligence and intuitive software technology in order to
provide automatic detection verification of fire ignitions within coverage areas.
2) Capability to confirm fire ignitions within the first minutes following a fire.
3) Automatic notification and dissemination of the ignition of a fire-to-fire authorities
and other appropriate agencies.
4) Instant access to a timelapse of all captured and live data for all fire stages.
5) Onboarding and initial training for all relevant personnel.
6) Ongoing software, hardware and maintenance support services.
The vendor shall complete other tasks deemed necessary for the accomplishment of a
complete and comprehensive outcome as described in the project objective. Vendor shall
expand on the tasks noted below, where appropriate, and provide suggestions which
might lead to efficiencies and enhance the results or usefulness of the work.
Deliverables
As part of the Services, Vendor will prepare and deliver the following tangible work
products to the city.
1. Submit an electronic copy of proposal in sufficient detail to allow for a thorough
evaluation and comparative analysis.
2. Present an introduction of the proposal and your understanding of the
assignment and significant steps, methods, and procedures to be e mployed by
the proposer to ensure quality deliverables that can be delivered within the
required time frames and your identified budget.
3. Briefly summarize the scope of work as the proposer perceives or envisions it for
each area proposed.
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4. Present concepts for conducting the work plan and interrelationship of all
products. Define the scope of each task , including the depth and scope of
analysis or research proposed.
City staff may request that check-sets or working versions of documents be submitted for
ongoing routine review. City staff will review all deliverables, including preparatory or
record materials for service deliverables, and provide comments. Vendor is required to
revise draft deliverables to address City staffs’ comments.
V. PRELIMINARY PROJECT SCHEDULE
A. RFP Schedule
The following is the anticipated schedule for the RFP process:
Request for Proposal available December 21, 2021
Request for Clarification due January 10, 2022
Proposals due February 2, 2022
Firm Interviews (if necessary) February 2022
Anticipated Notice of Award March 2022
B. Anticipated Project Schedule
Review of Proposed Locations April 2022
Project kick Off meeting May 2022
Technical evaluations June 2022
Development of Project Execution Plan August 2022
Public Outreach/City Council Meetings September 2022
Construction and Mobilization of Project October 2022
Commencement of Wildfire Detecting Services January 2023
Please note that this schedule is preliminary. It is included to provide the Vendor with a
sense of the expected timeline for the Scope of Service and emphasize the urgent nature
of the work and the City’s expectation that the Scope of Services will be completed as
quickly as possible. The ideal Vendor candidate will have available resources and
personnel, either in-house or under subcontract, to ensure the completion of the Scope
of Services at the earliest possible time.
VI. NECESSARY QUALIFICATIONS AND SUBMITTAL REQUIREMENTS
1. Only one proposal per firm will be considered. The proposal shall include two
separately priced options as defined in the Scope of Services Section of this
Document.
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2. The submittal should be as brief as possible while adequately describing the
qualifications of the firm. The final submittal shall be sent as a PDF via email to
Jesse Villalpando, Senior Administrative Analyst at Jvillalpando@rpvca.gov
3. The proposing firm shall submit the following information with the package,
including the same information for subcontractors, in the following format:
a) Cover Letter: Provide the name, address, and phone number of the firm; the
present staff (size, classification, credentials); the primary contact’s name,
phone number, and email address; any qualifying statements or comments
regarding the proposal; and identification of any sub-
consultants/subcontractors and their responsibilities. Identify the firm’s type of
organization (individual, partnership, corporation), including names and contact
information for all officers, and proof that the organization is currently in good
standing. The signed letter should also include a paragraph stating that the firm
is unaware of any conflict of interest in performing the proposed work. (No more
than two pages)
b) Approach to Scope of Services: Briefly summarize the scope of work as the
proposer perceives or envisions it for each area proposed. Although an
important aspect of consideration, the financial cost estimate will not be the
sole justification for consideration. Negotiations may or may not be conducted
with the proposer; therefore, the proposal submitted should contain the
proposer's most favorable terms and conditions, since selection and award
may be made without discussion with any firm. All prices should reflect "not to
exceed" amounts per item. (No more than two pages)
c) Organization and Staffing: Identify the person who will be the Project Manager
and primary contact person responsible for the overall delivery of the project.
Provide an organizational chart of the project team that clearly delineates
communication and reporting relationships among the project staff and among
the sub-consultants/subcontractors involved in the project. Identify key
personnel to perform work in the various tasks and include major areas of
subcontracted work. Indicate the expected contributions of each staff member
in time as a percentage of the total effort. Specifically, show the availability of
staff to provide the necessary resource levels to meet the City’s needs. Indicate
that the Project Manager and key staff will remain assigned to this project
through completion of the Scope of Services. (No more than two pages)
d) Staff Qualifications and Experience: Describe qualifications of the assigned
staff and sub-contractors, including relevant technical experience. Staff
assigned to complete the Scope of Services must have previous experience in
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providing the necessary services as described under the Scope of Services. A
registered Professional Engineer shall be a key member of the Project Staff
throughout the duration of the project.
Description of Vendor’s experience should include:
• Prior Experience: Demonstrate that the firm has significant experience
providing services similar to those described under the Scope of Services.
(No more than two page)
• Staff Qualifications: Provide resumes for the Project Manager and any other
key staff members to be assigned to contribute to the Scope of Services,
with an emphasis on similar services which they provided to other agencies .
(No more than ten pages)
• Reference Projects: Include at least three projects with similar scope of
services performed by the project team within the past three years and
indicate the specific responsibilities of each team member on the reference
project. Provide contact information for each client. (No more than ten
pages)
e) Project Schedule: Provide a detailed critical-path-method schedule for
completion of the tasks and sub-tasks required to accomplish the scope of
work. Note all deliverables and interim milestones on the schedule. (No more
than one 11” x 17” page)
f) Quality Control Plan: Describe the quality control procedures and associated
staff responsibilities which will ensure that the deliverables will meet the City’s
needs. (No more than one page)
g) Acceptance of Conditions: State the offering firm’s acceptance of all conditions
listed in the Request for Proposal (RFP) document and Sample Professional
Services Agreement (Attachment D). Any exceptions or suggested changes to
the RFP or Professional Services Agreement (PSA), including the suggested
change, the reasons therefore and the impact it may have on cost or other
considerations on the firm’s behalf must be stated in the proposal. This
requirement for acceptance of conditions shall be flowed to each
subcontractor/sub-consultant. Unless specifically noted by the firm, the City
will rely on the proposal being in compliance with all aspects of the RFP and in
agreement with all provisions of the PSA. (No more than one page)
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VII. SUBMISSION OF PROPOSAL
A. Requests for Clarification
Requests for clarification of the information contained herein shall be submitted in
writing prior to 4:30 p.m. on January 6, 2022. Responses to any clarification
question will be provided to each firm from which proposals have been requested.
It is highly recommended that the prospective vendor firms visit the city to view the
project location prior to submitting a request for clarification.
B. Confirmation Email
Upon submission of proposal to the City, the proposing firm shall request an email
confirmation that the proposal was received and retain the email as a record. If an
email confirmation is not received, the proposing firm shall correspond with the
City until a confirmation is received.
VIII. EVALUATIONS AND SELECTION PROCESS
1. Proposals Will be Evaluated Based on the Following Criteria:
a) Approach to Scope of Services (35%)
• Understanding of the Scope of Services as demonstrated by the
thoroughness of the proposal, introduction of cost-saving or value-adding
strategies or innovations (including those applying to overall project
schedule), and an overall approach most likely to result in the desired
outcome for the city.
b) Proposal Schedule (15%)
• Ability to complete the work in the shortest schedule possible (excluding
time for review and community meetings).
c) Staff Qualifications and Experience (30%)
• Relevance of experience of the proposing firm (to provide support resources
to the project team)
• Relevance of experience and strength of qualifications of the Project
Manager
• Relevance of experience and strength of qualifications of the key personnel
performing the work
• Relevance of referenced projects and client review of performance during
those projects
d) Organization and Staffing (15%)
• Availability of key staff to perform the services throughout the duration of
the project
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December 21, 2021
• Assignment of appropriate staff in the right numbers to perform the Scope
of Services
• Appropriate communication and reporting relationships to meet the City’s
needs
e) Quality Control (10%)
• Adequate immediate supervision and review of staff performing the work as
well as appropriate independent peer review of the work by qualified
technical staff not otherwise involved in the project.
2. Selection Process
An evaluation panel will review all proposals submitted and select the top
proposals. These top firms may then be invited to make a (virtual) presentation to
the evaluation panel, at no costs to the city . The panel will select the proposal, if
any, which best fulfills the City’s requirements. The City reserves the right to
negotiate special requirements and proposed service levels using the selected
proposal as a basis. If the City is unable to negotiate an agreeable fee for services
with top firm, the city will negotiate with the next firm chosen among the top firms.
3. Award Notification
The City will notify all proposers in writing of the outcome of the selection process
and intent to award. This RFP does not commit the City to award an agreement,
nor pay any costs incurred in the preparation and submission of the proposal in
anticipation of an agreement. The City reserves the right to reject any or all
proposals, or any part thereof, to waive any formalities or informalities, and to
award the agreement to the proposer deemed to be in the best interest of the City
and the Department.
4. Award of Agreement
The selected firm shall be required to enter into a written agreement with the City,
in a form approved by the City Attorney, to perform the Scope of Services. This
RFP and the proposal, or any part thereof, may be incorporated into and made a
part of the final agreement; however, the City reserves the right to further negotiate
the terms and conditions of the agreement with the selected vendor. The
agreement will, in any event, include a maximum "fixed cost" to the city.
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City of Rancho Palos Verdes
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December 21, 2021
APPENDIX A –
OPTION #1 PROPOSED LOCATIONS:
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City of Rancho Palos Verdes
RFP- Wildfire Detection services
December 21, 2021
LOCATION NUMBER ONE:
Cell Communications Tower located at City of Rancho Palos Civic Center as shown in
the photo below at the following GPS coordinates: (33.7453, -118.4055)
E-19
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Page 20 of 57
City of Rancho Palos Verdes
RFP- Wildfire Detection services
December 21, 2021
LOCATION NUMBER TWO:
Overlooking the Portuguese Bend Reserve and Forrestal Reserve in RPV shown in
the photo below and is located at the following GPS coordinates: (33.7532, -118.3668)
E-20
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Page 21 of 57
City of Rancho Palos Verdes
RFP- Wildfire Detection services
December 21, 2021
LOCATION NUMBER THREE:
Overlooking San Ramon Reserve/Switchback areas in RPV shown in the photo below
and is located at the following GPS coordinates: (33.7337, -118.3286)
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LOCATION NUMBER FOUR:
Overlooking San Ramon Reserve East Side shown in the photo below and is located
at the following GPS coordinates: (33.7337, -118.3286)
E-22
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Rattlesnake Trail and adjacent Canyons shown in the photo below and is located at
the following GPS coordinates: (33.7579, -118.3731)
E-23
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Open Space Areas visible from shown in the photo below and is located at the
following GPS coordinates: (33.7480, -118.3941)
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APPENDIX B –
OPTION #2 PROPOSED LOCATIONS:
E-25
LOCATION NUMBER SEVEN:
Malaga Canyon in PVE shown in the photo below and is located at the following GPS
coordinates: (33.79616, -118.3873)
E-26
LOCATION NUMBER EIGHT
George F Canyon Reserve shown in the photo below and is located at the following
GPS coordinates: (33.7668, -118.3380)
E-27
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APPENDIX C –
Sample Professional Services Agreement
E-28
01203.0001/699504.1 EQG 29
PROFESSIONAL SERVICES AGREEMENT
By and Between
CITY OF RANCHO PALOS VERDES
and
____________________________________
E-29
01203.0001/699504.1 EQG
AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF RANCHO PALOS VERDES AND
______________________________________
THIS AGREEMENT FOR PROFESSIONAL SERVICES (herein “Agreement”) is made
and entered into on ______________________, 2021, by and between the CITY OF RANCHO
PALOS VERDES, a California municipal corporation (“City”) and
_________________________, a [form of company] (“Consultant”). City and Consultant may be
referred to, individually or collectively, as “Party” or “Parties.”
RECITALS
A. City has sought, by issuance of a Request for Proposals, the performance of the
services defined and described particularly in Article 1 of this Agreement.
B. Consultant, following submission of a proposal for the performance of the services
defined and described particularly in Article 1 of this Agreement, was selected by the city to
perform those services.
C. Pursuant to the City of Rancho Palos Verdes Municipal Code, City has authority to
enter into and execute this Agreement.
D. The Parties desire to formalize the selection of Consultant for performance of those
services defined and described particularly in Article 1 of this Agreement and desire that the terms
of that performance be as particularly defined and described herein.
OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants made by the
Parties and contained herein and other consideration, the value and adequacy of which are hereby
acknowledged, the parties agree as follows:
ARTICLE 1. SERVICES OF CONSULTANT
1.1 Scope of Services.
In compliance with all terms and conditions of this Agreement, the Consultant shall provide
those services specified in the “Scope of Services”, 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 covenant s that it
shall follow the highest professional standards in performing the work and services required
hereunder and that all materials will be both of good quality as well as fit for the purpose intended.
For purposes of this Agreement, the phrase “highest professional standards” shall mean those
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standards of practice recognized by one or more first-class firms performing similar work under
similar circumstances.
1.2 Consultant’s Proposal.
The Scope of Service shall include the Consultant’s Proposal which shal l 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 servi ce 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 Department of Industrial Relations (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
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the work or craft in which the worker is employed for any public work done pursuan t 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 (forthy) 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 1½ (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' comp ensation 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.”
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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 ra te 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.
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1.8 Further Responsibilities of Parties.
Both parties agree to use reasonable care and diligence to perform their respective
obligations under this Agreement. Both parties agree to act in good faith to execute all instruments,
prepare all documents and take all actions as may be reasonably necessary to carry out the purposes
of this Agreement. Unless hereafter specified, neither party shall be responsible for the 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% 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.
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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 $XXX (_______________ Dollars) (the “Contract Sum”), unless
additional compensation is approved pursuant to Section 1.9. Annual compensation shall not
exceed $___________ (_____________ 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
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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 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.
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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 [INSERT
PERFORMANCE PERIOD] 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 [INSERT
NUMBER OF EXTENSIONS] additional [INSERT DURATION OF EXTENSIONS]-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:
__________________________ __________________________
(Name) (Title)
__________________________ __________________________
(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, unles s
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 an y 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.
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4.3 Contract Officer.
The Contract Officer shall be [INSERT NAME OF CONTRACT OFFICER] or such
person as may be designated by the [INSERT DEPARTMENT HEAD]. 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 interes t herein may
be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of
law, whether for the benefit of creditors or otherwise, without the prior written approval of City.
Transfers restricted hereunder shall include the transfer to any person or group of persons acting
in concert of more than 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.
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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
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
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reserves the right to require complete, certified copies of all required insurance p olicies, 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 s hall 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
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
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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.
(l) Separation of insureds. A severability of interests provision must apply for
all additional insureds ensuring that Consultant’s insurance shall apply separately to each insured
against whom claim is made or suit is brought, except with respect to the insurer’s limits of
liability. The policy(ies) shall not contain any cross-liability exclusions.
(m) Pass through clause. Consultant agrees to ensure that its subconsultants,
subcontractors, and any other party involved with the project who is brought onto or involved in
the project by Consultant, provide the same minimum insurance coverage and endorsements
required of Consultant. Consultant agrees to monitor and review all such coverage and assumes
all responsibility for ensuring that such coverage is provided in conformity with the requirements
of this section. Consultant agrees that upon request, all agreements with consultants,
subcontractors, and others engaged in the project will be submitted to City for review.
(n) 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) d ays 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 liabil ity
policies.
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(q) Additional insurance. Consultant shall also procure and maintain, at its own
cost and expense, any additional kinds of insurance, which in its own judgment may be necessary
for its proper protection and prosecution of the work.
5.3 Indemnification.
To the full extent permitted by law, Consultant agrees to indemnify, defend and hold
harmless the City, its officers, employees and agents (“Indemnified Parties”) against, and will hold
and save them and each of them harmless from, any and all actions, either judicial, administrative,
arbitration or regulatory claims, damages to persons or property, losses, costs, penalties,
obligations, errors, omissions or liabilities whether actual or threatened (herein “claims or
liabilities”) that may be asserted or claimed by any person, firm or entity arising out of or in
connection with the negligent performance of the work, operations or activities provided herein of
Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual o r 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
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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 accou nting 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 Consul tant’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 r ecords 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 cos t 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 “d ocuments 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
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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 documen ts 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 admiss ions 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.
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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 fail ing 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 obligatio ns 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 cov enant. 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.
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Acceptance by City of any work or servic es 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 ri ght to terminate this
Contract at any time, with or without cause, upon 30 (thirty) 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
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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 deeme d 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 corpor ation,
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.
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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 segregati on 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 Agree ment.
Either party may change its address by notifying the other party of the change of address in writing.
Notice shall be deemed communicated at the time personally delivered or in seventy -two (72)
hours from the time of mailing if mailed as provided in this Section.
9.2 Interpretation.
The terms of this Agreement shall be construed in accordance with the meaning of the
language used and shall not be construed for or against either party by reason of the authorship of
this Agreement or any other rule of construction which might otherwise apply.
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
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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 part y
including, but not limited to, any City official, officer, or employee, any money, consideration, or
other thing of value as a result or consequence of obtaining or being awarded any agreement.
Consultant further warrants and represents that (s)he/it has not engaged in any act(s), omission(s),
or other conduct or collusion that would result in the payment of any money, consideration, or
other thing of value to any third party including, but not limited to, any City official, officer, or
employee, as a result of consequence of obtaining or being awarded any agreement. Consultant is
aware of and understands that any such act(s), omission(s) or other conduct resulting in such
payment of money, consideration, or other thing of value will render this Agreement void and of
no force or effect.
Consultant’s Authorized Initials _______
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9.7 Corporate Authority.
The persons executing this Agreement on behalf of the parties hereto warrant that (i ) such
party is duly organized and existing, (ii) they are duly authorized to execute and deliver this
Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally
bound to the provisions of this Agreement, and (iv) that entering into this Agreement does not
violate any provision of any other Agreement to which said party is bound. This Agreement shall
be binding upon the heirs, executors, administrators, successors and assigns of the parties.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date and year first-above written.
CITY:
CITY OF RANCHO PALOS VERDES, a
municipal corporation
Eric Alegria, Mayor
ATTEST:
Teresa Takaoka, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
William W. Wynder, City Attorney
CONSULTANT:
By:
Name:
Title:
By:
Name:
Title:
Address:
Two corporate officer signatures required when Consultant is a corporation, with one signature required from
each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any
Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT’S SIGNATURES
SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS
MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR
REGULATIONS APPLICABLE TO CONSULTANT’S BUSINESS ENTITY.
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CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On __________, 2021 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.
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01203.0001/699504.1 EQG
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On __________, 2021 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.
ARTICLE 10. CAPACITY CLAIMED BY
SIGNER
ARTICLE 11. 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))
_____________________________________________
_____________________________________________
_____________________________________________
____________________________________________
___________________________________
ARTICLE 12. 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.
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01203.0001/699504.1 EQG A-1
EXHIBIT “A”
SCOPE OF SERVICES
[ATTACH SCOPE OF SERVICES FROM PROPOSAL]
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01203.0001/699504.1 EQG B-1
EXHIBIT “B”
SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
Added text indicated in bold italics, deleted text indicated in strikethrough.
[INTENTIONALLY LEFT BLANK]
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01203.0001/699504.1 EQG C-1
EXHIBIT “C”
SCHEDULE OF COMPENSATION
[INSERT COMPENSATION FROM PROPOSAL]
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EXHIBIT “D” SCHEDULE OF PERFORMANCE
[INSERT SCHEDULE OF PERFORMANCE FROM PROPOSAL]
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