CC SR 20230321 G - Peafowl New Contract Agreement 2023
CITY COUNCIL MEETING DATE: 03/21/2023
AGENDA REPORT AGENDA HEADING: Consent Calendar
AGENDA TITLE:
Consideration and possible action to award a professional services agreement to Raptor
Events, LLC. to perform peafowl management services.
RECOMMENDED COUNCIL ACTION:
(1) Approve a professional services agreement with Raptor Events, LLC. for peafowl
management services, when deemed warranted, for a two-year term with an
optional one-year extension, for a total contract sum of $86,000 for two years, not
to exceed $43,000 annually; and
(2) Authorize the Mayor and City Clerk to execute the professional services agreement
in a form approved by the City Attorney.
FISCAL IMPACT: The fiscal impact of the amendment is $43,000 and is included in the
Budget, under Professional/Technical Services, for Fiscal Year
2022-23. Costs related to peafowl management services include
conducting the annual census, and if warranted and approved by the
City Council, trapping and relocating services.
Amount Budgeted: $288,000
Additional Appropriation: N/A
Account Number(s): 101-400-4180-5101 (Professional/Technical Services/Animal Control)
ORIGINATED BY: Gerri Whitten, Code Enforcement Officer
REVIEWED BY: Octavio Silva, Interim Director of Community Development
APPROVED BY: Ara Mihranian, AICP, City Manager
ATTACHED SUPPORTING DOCUMENTS:
A. Professional Services Agreement with Raptor Events, LLC (page A-1)
B. Raptor Events Proposal (page B-1)
BACKGROUND:
On August 4, 2015, the City Council adopted the Peafowl Management Plan (PMP), a
City-initiated plan to humanely manage the peafowl population withi n the City. This is
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RANCHO PALOS VERDES
achieved by reducing and maintaining the peafowl population to the levels identified in
the 2000 Peafowl Census Report (134 total birds, Citywide). Peafowl management
services, including census reporting, trapping, and relocation, are generally conducted
within six neighborhoods in the City, including Portuguese Bend, Crestridge, Sunnyside
Ridge, Grandview, Vista Grande, and Monaco. The PMP supports the coexistence of
peafowl within the semi–rural character of the City by:
• Encouraging public education and deterrent measures; and,
• Humanely trapping and relocating up to 1501 birds per year in order to maintain
the 2000 peafowl population.
Since the adoption of the PMP, seven peafowl censuses have been conducted in order
to assess the peafowl population in the City and to determine if trapping and relocation
services are warranted to generally maintain the 2000 peafowl population. As a result of
the census reports, a total of 589 peafowl have been trapped and relocated through the
years. It should be noted that trapping and relocation services were not conducted in 2020
and 2022 due to low census reporting.
The City Council is being asked to consider entering a new professional services
agreement to continue providing peafowl management services including conducting the
annual census to determine if further management services should proceed for the
calendar year.
DISCUSSION:
Professional Services Agreement
Due to the specialized skills, training and equipment required to manage the City’s
peafowl population, the Community Development Department (CDD) has historically
utilized consultant services to manage the peafowl population in the City. As part of this
approach, CDD first established its long-standing professional relationship with Wildlife
Services in 2016 due to the consultant’s expertise and focus on customer service. In April
2022, Wildlife Services owner, Michael Maxcy, informed Code Enforcement Division Staff
that he was retiring and that his company would no longer be available to provide services
at the end of the agreement period (June 2022).
As a result, Staff directly contacted three local wildlife trapping companies to seek
proposals in accordance with the PMP, including, but not limited to, annual census
reporting, trapping, and relocation services. Staff received one completed proposal from
Raptor Events to provide services in accordance with the City’s PMP. Since 2015, Raptor
Events has provided annual census reporting, selective peafowl management,
abatement, trapping, and relocation services and has worked in partnership with Wildlife
Services in the trapping and relocation of peafowl in the City of Thousand Oaks. Staff
1 The trapping cap cannot be increased unless additional environmental review is conducted, in
accordance with the California Environmental Quality Act (CEQA).
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believes Raptor Events has the background and experience to provide expert peafowl
management services and quality customer services.
Under the new professional service agreement (Attachment A) with Raptor Events, Staff
estimates the total annual cost for peafowl management services to be approximately
$43,000, as itemized below.
Raptor Events Annual Service Cost Total
Census Research and Report $4,200 $ 4,200
Trapping and Relocating 150 Peafowl $250 per bird $ 37,500
Nest Removal (Not to exceed 5 annually) $100 per nest $ 500
Administrative Services $65 per hour $ 780
ESTIMATED TOTAL COSTS $ 42,980
TOTAL ANNUAL COST NOT TO EXCEED $ 43,000
The budget amount for Raptor Events is approximately $6,000 more than the prior year’s
budget with Wildlife Services. However, it should be noted that invoicing with Wildlife
Services between 2019 through 2022 used an average of 36.25% of the $37,000 annual
budget. The contract budget for Raptor Events includes costs associated with an annual
census, and if warranted and approved by the City Council, is forecasted to also include
the maximum allowance to trap and relocate 150 peafowl birds, the removal of up to five
peafowl nests, and approximately 12 hours of administrative services for a grand total of
$42,980. It should also be noted that trapping and relocating juvenile peafowl is one-half
the cost of trapping and relocating adult peafowl at a rate of $125 per juvenile bird.
Administrative services include, but are not limited to, attending City Council meetings,
public sessions or meetings, writing reports, and/or other billable a dministrative
responsibilities.
2023 Peafowl Census
If the City Council awards the professional services agreement to Raptor Events, the
peafowl census will be scheduled immediately. The completion of the census report will
take approximately two weeks. Results of the census report and Staff recommendations
to resume or continue pausing peafowl trapping are tentatively scheduled to be presented
to the City Council for consideration on May 2, 2023. If the City Council determines
peafowl trapping is not necessary, then Raptor Events will only be paid for the census-
related services, as the trapping and relocating services and nest removal would not be
required for the year. However, if the City Council determines peafowl trapping and
removal is required, the additional services will be provided throughout the year, and
Raptor Evens will be compensated for all services in accordance with the attached
professional services agreement.
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CONCLUSION:
Staff recommends the City Council award a professional services agreement to Raptor
Events, LLC to perform peafowl management services for a two-year term with an
optional one-year extension.
ALTERNATIVES:
In addition to the Staff recommendation, the following alternative actions are available for
the City Council’s consideration:
1. Do not approve the professional services agreement with Raptor Events, which
would suspend peafowl management services, including census reporting,
trapping, and relocation for 2023.
2. Direct Staff to seek new proposals for peafowl management services.
3. Direct Staff to make specific changes to the agreement.
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PROFESSIONAL SERVICES AGREEMENT
By and Between
CITY OF RANCHO PALOS VERDES
and
RAPTOR EVENTS, LLC
for
PEAFOWL TRAPPING AND REMOVAL SERVICES
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AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF RANCHO PALOS VERDES AND
RAPTOR EVENTS, LLC
THIS AGREEMENT FOR PROFESSIONAL SERVICES ("Agreement") is made and
entered into on March 21, 2023 by and between the CITY OF RANCHO PALOS VERDES, a
California municipal corporation ("City") and RAPTOR EVENTS, LLC, A California limited
liability company ("Consultant"). City and Consultant may be referred to, individually or
collectively, as "Party" or "Parties."
RECITALS
A. City has sought, by issuance of a Request for Proposals, the performance of the
services defined and described particularly in Article 1 of this Agreement.
B. Consultant, following submission of a proposal for the performance of the
services defined and described particularly in Article 1 of this Agreement, was selected by the
City to perform those services.
C. Pursuant to the City of Rancho Palos Verdes Municipal Code, 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 CONSUL TANT
1.1 Scope of Services.
In compliance with all terms and conditions of this Agreement, the Consultant shall
provide those services specified in the "Scope of Services", as stated in the Proposal, attached
hereto as Exhibit "A" and incorporated herein by this reference, which may be referred to herein
as the "services" or "work" hereunder. As a material inducement to the City entering into this
Agreement, Consultant represents and warrants that it has the qualifications, experience, and
facilities necessary to properly perform the services required under this Agreement in a thorough,
competent, and professional manner, and is experienced in performing the work and services
contemplated herein. Consultant shall at all times faithfully, competently and to the best of its
ability, experience and talent, perform all services described herein. Consultant covenants that it
shall follow the highest professional standards in performing the work and services required
hereunder and that all materials will be both of good quality as well as fit for the purpose
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intended. For purposes of this Agreement, the phrase "highest professional standards" shall mean
those standards of practice recognized by one or more first-class firms performing similar work
under similar circumstances.
1.2 Consultant's Proposal.
The Scope of Service shall include the Consultant's Proposal which shall be incorporated
herein by this reference as though fully set forth herein. In the event of any inconsistency
between the terms of such Proposal and this Agreement, the terms of this Agreement shall
govern.
1.3 Compliance with Law.
Consultant shall keep itself informed concerning, and shall render all services hereunder
in accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and
any Federal, State or local governmental entity having jurisdiction in effect at the time service is
rendered.
1.4 California Labor Law.
If the Scope of Services includes any "public work" or "maintenance work," as those
terms are defined in California Labor Code section 1720 et seq. and California Code of
Regulations, Title 8, Section 16000 et seq., and if the total compensation is $1,000 or more,
Consultant shall pay prevailing wages for such work and comply with the requirements in
California Labor Code section 1770 et seq. and 1810 et seq., and all other applicable laws,
including the following requirements:
(a) Public Work. The Parties acknowledge that some or all of the work to be
performed under this Agreement is a "public work" as defined in Labor Code Section 1 720 and
that this Agreement is therefore subject to the requirements of Division 2, Part 7, Chapter 1
( commencing with Section 1720) of the California Labor Code relating to public works contracts
and the rules and regulations established by the Department of Industrial Relations ("DIR")
implementing such statutes. The work performed under this Agreement is subject to compliance
monitoring and enforcement by the DIR. Consultant shall post job site notices, as prescribed by
regulation.
(b) Prevailing Wages. Consultant shall pay prevailing wages to the extent
required by Labor Code Section 1 771. Pursuant to Labor Code Section 1 773 .2, copies of the
prevailing rate of per diem wages are on file at City Hall and will be made available to any
interested party on request. By initiating any work under this Agreement, Consultant
acknowledges receipt of a copy of the DIR determination of the prevailing rate of per diem
wages, and Consultant shall post a copy of the same at each job site where work is performed
under this Agreement.
(c) Penalty for Failure to Pay Prevailing Wages. Consultant shall comply with
and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment
of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The
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Consultant shall, as a penalty to the City, forfeit $200 (two hundred dollars) for each calendar
day, or portion thereof, for each worker paid less than the prevailing rates as determined by the
DIR for the work or craft in which the worker is employed for any public work done pursuant to
this Agreement by Consultant or by any subcontractor.
( d) Payroll Records. Consultant shall comply with and be bound by the
provisions of Labor Code Section 1776, which requires Consultant and each subconsultant to:
keep accurate payroll records and verify such records in writing under penalty of perjury, as
specified in Section 1776; certify and make such payroll records available for inspection as
provided by Section 1776; and inform the City of the location of the records.
( e) Apprentices. Consultant shall comply with and be bound by the provisions
of Labor Code Sections 1777.5, 1777.6, and 1777. 7 and California Code of Regulations Title 8,
Section 200 et seq. concerning the employment of apprentices on public works projects.
Consultant shall be responsible for compliance with these aforementioned Sections for all
apprenticeable occupations. Prior to commencing work under this Agreement, Consultant shall
provide City with a copy of the information submitted to any applicable apprenticeship program.
Within 60 (sixty) days after concluding work pursuant to this Agreement, Consultant and each of
its subconsultants shall submit to the City a verified statement of the journeyman and apprentice
hours performed under this Agreement.
(f) Eight-Hour Work Day. Consultant acknowledges that 8 (eight) hours labor
constitutes a legal day's work. Consultant shall comply with and be bound by Labor Code
Section 1810.
(g) Penalties for Excess Hours. Consultant shall comply with and be bound by
the provisions of Labor Code Section 1813 concerning penalties for workers who work excess
hours. The Consultant shall, as a penalty to the City, forfeit $25 (twenty five dollars for each
worker employed in the performance of this Agreement by the Consultant or by any
subcontractor for each calendar day during which such worker is required or permitted to work
more than 8 (eight) hours in any one calendar day and 40 (forty) hours in any one calendar week
in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code.
Pursuant to Labor Code section 1815, work performed by employees of Consultant in excess of 8
(eight) hours per day, and 40 (forty) hours during any one week shall be permitted upon public
work upon compensation for all hours worked in excess of 8 hours per day at not less than one
and 1 ½ ( one and one half) times the basic rate of pay.
(h) Workers' Compensation. California Labor Code Sections 1860 and 3700
provide that every employer will be required to secure the payment of compensation to its
employees if it has employees. In accordance with the provisions of California Labor Code
Section 1861, Consultant certifies as follows:
"I am aware of the provisions of Section 3700 of the Labor Code which require
every employer to be insured against liability for workers' compensation or to
undertake self-insurance in accordance with the provisions of that code, and I will
comply with such provisions before commencing the performance of the work of
this contract."
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Consultant" s Autho,iz,d Initials ~
(i ) Consultant's Re ·b· . .
who will perfonn work under this s~ons1 ihty for Subcontractors . for every subcontractor
:;bt~on~ac_tor's _compliance with Divisiong;:e;~;tni ~~nsultant shall be_ responsible for such
. e ahforn1a Labor Code , and shall make su~ apter_ I (commen~1ng with Section 1720)
w1t_h any subcontractor for work under this A . h compliance a requirement in any contract
~ct1on~ necessary to enforce such contractu g1ee?1~nt. Consultant shall be required to take all
mcludmg without limitation co d 1· al pro~1s1ons and ensure subcontractor's compliance
b ' 11 uc mg a review f th 'Ii ' su contractor on a periodic ba . . o e cert1 ied payroll records of the
h. sis or upon becommg aware of th f: ·1 f pay is or her workers the spccifi d ·1· e a1 ure o the subcontractor to . ie prcva1 mg rate of wages C It h I corrective action to halt or recti"' h . · onsu ant s a I diligently take ') any sue fatlure by any subcontractor.
1 .5 Licenses, Permits, Fees and Assessments.
Consultant shall obtain t ·1 I as may be re . d b a I s so e cost and expense such licenses , permits and approvals
Consultant sh~~t~av/ law for the _ pe~formance of the services required by this Agreement.
a . . t~e sole obligation to pay for any fees , assessments and taxes, plus
/phchablCe penalties and mterest, which may be imposed by law and arise from or are necessary
ior t e onsultant 's perform f ti · · · . . ance o 1e services required by this Agreement , and shall
rnd emmfy, defend and hold hannless ~ity , it~ 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 lo the work, and the equipment, materials, papers, documents,
plans, studies and/or other components thereof lo prevent _ losses or dam~ges, and shall. be
responsible for all such damages , lo persons or property , until acc:ptance of the work by City,
except such losses or damages as may he caused hy 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% ( fifteen percent)
of the Contract Sum; or, in the time to perform of up to 90 (ninety) days, may be approved by the
Contract Officer through a written Change Order. Any greater increases, taken either separately
or cumulatively, must be approved by the City Council. It is expressly understood by Consultant
that the provisions of this Section shall not apply to services specifically set forth in the Scope of
Services. Consultant hereby acknowledges that it accepts the risk that the services to be provided
pursuant to the Scope of Services may be more costly or time consuming than Consultant
anticipates and that Consultant shall not be entitled to additional compensation therefor. City
may in its sole and absolute discretion have similar work done by other Consultants. No claims
for an increase in the Contract Sum or time for performance shall be valid unless the procedures
established in this Section are followed.
If in the performance of the contract scope, the Consultant becomes aware of material defects in
the scope, duration or span of the contract or the Consultant becomes aware of extenuating
circumstance that will or could prevent the completion of the contract, on time or on budget, the
Consultant shall inform the Contracting Officer of an anticipated Change Order. This proposed
change order will stipulate, the facts surrounding the issue, proposed solutions, proposed costs
and proposed schedule impacts.
1.10 Special Requirements.
Additional terms and conditions of this Agreement, if any, which are made a part hereof
are set forth in the "Special Requirements" attached hereto as Exhibit "B" and incorporated
herein by this reference. In the event of a conflict between the provisions of Exhibit "B" and any
other provisions of this Agreement, the provisions of Exhibit "B" shall govern.
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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 $86,000 (Eighty Six Thousand Dollars) (the "Contract Sum"),
unless additional compensation is approved pursuant to Section 1. 9. Annual compensation shall
not exceed $43,000 (Forty Three Thousand Dollars).
2.2 Method of Compensation.
(a) 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.
(b) A retention of 10% shall be held from each payment as a contract retention to be
paid as part of the final payment upon satisfactory and timely completion of services. This
retention shall not apply for on-call agreements for continuous services or for agreements for
scheduled routine maintenance of City property or City facilities.
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.
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City shall independently review each invoice submitted by the Consultant to determine
whether the work performed and expenses incurred are in compliance with the provisions of this
Agreement. Except as to any charges for work performed or expenses incurred by Consultant
which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause
Consultant to be paid within 45 (forty-five) days of receipt of Consultant's correct and
undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run
procedures, the City cannot guarantee that payment will occur within this time period. In the
event any charges or expenses are disputed by City, the original invoice shall be returned by City
to Consultant for correction and resubmission. Review and payment by City for any invoice
provided by the Consultant shall not constitute a waiver of any rights or remedies provided
herein or any applicable law.
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 60 (sixty) 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
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this Agreement, however caused, Consultant's sole remedy being extension of the Agreement
pursuant to this Section.
3.4 Term & Extended Term.
Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement
shall continue in full force and effect until completion of the services but not exceeding two (2)
years from the date hereof, except as otherwise provided in the Schedule of Performance
(Exhibit "D"). The City may, in its sole discretion, extend the Term by one additional year by
providing advance written notice thereof not later than sixty (60) calendar days prior to the
expiration of the Term of this Agreement.
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:
Jonathan Gonzalez
(Name)
Managing Member
(Title)
It is expressly understood that the experience, knowledge, capability and reputation of the
foregoing principals were a substantial inducement for City to enter into this Agreement.
Therefore, the foregoing principals shall be responsible during the term of this Agreement for
directing all activities of Consultant and devoting sufficient time to personally supervise the
services hereunder. All personnel of Consultant, and any authorized agents, shall at all times be
under the exclusive direction and control of the Principals. For purposes of this Agreement, the
foregoing Principals may not be replaced nor may their responsibilities be substantially reduced
by Consultant without the express written approval of City. Additionally, Consultant shall utilize
only the personnel included in the Proposal to perform services pursuant to this Agreement.
Consultant shall make every reasonable effort to maintain the stability and continuity of
Consultant's staff and subcontractors, if any, assigned to perform the services required under this
Agreement. Consultant shall notify City of any changes in Consultant's staff and subcontractors,
if any, assigned to perform the services required under this Agreement, prior to and during any
such performance. City shall have the right to approve or reject any proposed replacement
personnel, which approval shall not be unreasonably withheld.
4.2 Status of Consultant.
Consultant shall have no authority to bind City in any manner, or to incur any obligation,
debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless
such authority is expressly conferred under this Agreement or is otherwise expressly conferred in
writing by City. Consultant shall not at any time or in any manner represent that Consultant or
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any of Consultant's officers, employees, or agents are in any manner officials, officers,
employees or agents of City. Neither Consultant, nor any of Consultant's officers, employees or
agents, shall obtain any rights to retirement, health care or any other benefits which may
otherwise accrue to City's employees. Consultant expressly waives any claim Consultant may
have to any such rights.
4.3 Contract Officer.
The Contract Officer shall be Ara Mihranian, City Manager, or such person as may be
designated by the Director of Community Development or by the City Manager. It shall be the
Consultant's responsibility to assure that the Contract Officer is kept informed of the progress of
the performance of the services and the Consultant shall refer any decisions which must be made
by City to the Contract Officer. Unless otherwise specified herein, any approval of City required
hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have
authority, if specified in writing by the City Manager, to sign all documents on behalf of the City
required hereunder to carry out the terms of this Agreement.
4.4 Independent Consultant.
Neither the City nor any of its employees shall have any control over the manner, mode
or means by which Consultant, its agents or employees, perform the services required herein,
except as otherwise set forth herein. City shall have no voice in the selection, discharge,
supervision or control of Consultant's employees, servants, representatives or agents, or in fixing
their number, compensation or hours of service. Consultant shall perform all services required
herein as an independent contractor of City and shall remain at all times as to City a wholly
independent contractor with only such obligations as are consistent with that role. Consultant
shall not at any time or in any manner represent that it or any of its agents or employees are
agents or employees of City. City shall not in any way or for any purpose become or be deemed
to be a partner of Consultant in its business or otherwise or a joint venturer or a member of any
joint enterprise with Consultant.
4.5 Prohibition Against Subcontracting or Assignment.
The experience, knowledge, capability and reputation of Consultant, its principals and
employees were a substantial inducement for the City to enter into this Agreement. Therefore,
Consultant shall not contract with any other entity to perform in whole or in part the services
required hereunder without the express written approval of the City; all subcontractors included
in the Proposal are deemed approved. In addition, neither this Agreement nor any interest herein
may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation
of law, whether for the benefit of creditors or otherwise, without the prior written approval of
City. Transfers restricted hereunder shall include the transfer to any person or group of persons
acting in concert of more 25% (twenty five percent) of the present ownership and/or control of
Consultant, taking all transfers into account on a cumulative basis. In the event of any such
unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No
approved transfer shall release the Consultant or any surety of Consultant of any liability
hereunder without the express consent of City.
01203.0005/86271 IJ 9
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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
01203.0005/86271 IJ 10
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approved by City's Risk Manager prior to commencement of performance. Current certification
of insurance shall be kept on file with City at all times during the term of this Agreement. City
reserves the right to require complete, certified copies of all required insurance policies, at any
time.
(b) Duration of coverage. Consultant shall procure and maintain for the
duration of this Agreement insurance against claims for injuries to persons or damages to
property, which may arise from or in connection with the performance of the Services hereunder
by Consultant, its agents, representatives, employees or subconsultants.
( c) Primary/noncontributing. Coverage provided by Consultant shall be
primary and any insurance or self-insurance procured or maintained by City shall not be required
to contribute with it. The limits of insurance required herein may be satisfied by a combination
of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or
be endorsed to contain a provision that such coverage shall also apply on a primary and non-
contributory basis for the benefit of City before the City's own insurance or self-insurance shall
be called upon to protect it as a named insured.
(d) City's rights of enforcement. In the event any policy of insurance required
under this Agreement does not comply with these specifications or is canceled and not replaced,
City has the right but not the duty to obtain and continuously maintain the insurance it deems
necessary and any premium paid by City will be promptly reimbursed by Consultant or City will
withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City
may cancel this Agreement.
( e) Acceptable insurers. All insurance policies shall be issued by an insurance
company currently authorized by the Insurance Commissioner to transact business of insurance
or that is on the List of Approved Surplus Line Insurers in the State of California, with an
assigned policyholders' Rating of A-(or higher) and Financial Size Category Class VI (or larger)
in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by
the City's Risk Manager.
(f) Waiver of subrogation. All insurance coverage maintained or procured
pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or
appointed officers, agents, officials, employees and volunteers or shall specifically allow
Consultant or others providing insurance evidence in compliance with these specifications to
waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery
against City, and shall require similar written express waivers and insurance clauses from each of
its subconsultants.
(g) Enforcement of contract prov1s10ns (non-estoppel). Consultant
acknowledges and agrees that any actual or alleged failure on the part of the City to inform
Consultant of non-compliance with any requirement imposes no additional obligations on the
City nor does it waive any rights hereunder.
(h) Requirements not limiting. Requirements of specific coverage features or
limits contained in this section are not intended as a limitation on coverage, limits or other
01203.0005/86271 l.3 11
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requirements, or a waiver of any coverage normally provided by any insurance. Specific
reference to a given coverage feature is for purposes of clarification only as it pertains to a given
issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other
coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums
shown above, the City requires and shall be entitled to coverage for the higher limits maintained
by the Consultant. Any available insurance proceeds in excess of the specified minimum limits
of insurance and coverage shall be available to the City.
(i) Notice of cancellation. Consultant agrees to oblige its insurance agent or
broker and insurers to provide to City with a 30 (thirty) day notice of cancellation (except for
nonpayment for which a 10 (ten) day notice is required) or nonrenewal of coverage for each
required coverage.
(j) Additional insured status. General liability policies shall provide or be
endorsed to provide that City and its officers, officials, employees, and agents, and volunteers
shall be additional insureds under such policies. This provision shall also apply to any
excess/umbrella liability policies.
(k) Prohibition of undisclosed coverage limitations. None of the coverages
required herein will be in compliance with these requirements if they include any limiting
endorsement of any kind that has not been first submitted to City and approved of in writing.
(1) Separation of insureds. A severability of interests provision must apply for
all additional insureds ensuring that Consultant's insurance shall apply separately to each insured
against whom claim is made or suit is brought, except with respect to the insurer's limits of
liability. The policy(ies) shall not contain any cross-liability exclusions.
(m) Pass through clause. Consultant agrees to ensure that its subconsultants,
subcontractors, and any other party involved with the project who is brought onto or involved in
the project by Consultant, provide the same minimum insurance coverage and endorsements
required of Consultant. Consultant agrees to monitor and review all such coverage and assumes
all responsibility for ensuring that such coverage is provided in conformity with the requirements
of this section. Consultant agrees that upon request, all agreements with consultants,
subcontractors, and others engaged in the project will be submitted to City for review.
(n) Agency's right to revise specifications. The City reserves the right at any
time during the term of the contract to change the amounts and types of insurance required by
giving the Consultant 90 (ninety) days advance written notice of such change. If such change
results in substantial additional cost to the Consultant, the City and Consultant may renegotiate
Consultant's compensation.
( o) Self-insured retentions. Any self-insured retentions must be declared to
and approved by City. City reserves the right to require that self-insured retentions be eliminated,
lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these
specifications unless approved by City.
01203.0005/86271 l.3 12
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(p) Timely notice of claims. Consultant shall give City prompt and timely
notice of claims made or suits instituted that arise out of or result from Consultant's performance
under this Agreement, and that involve or may involve coverage under any of the required
liability policies.
( q) Additional insurance. Consultant shall also procure and maintain, at its
own cost and expense, any additional kinds of insurance, which in its own judgment may be
necessary for its proper protection and prosecution of the work.
5.3 Indemnification.
To the full extent permitted by law, Consultant agrees to indemnify, defend and hold
harmless the City, its officers, employees and agents ("Indemnified Parties") against, and will
hold and save them and each of them harmless from, any and all actions, either judicial,
administrative, arbitration or regulatory claims, damages to persons or property, losses, costs,
penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein "claims
or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in
connection with the negligent performance of the work, operations or activities provided herein
of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or
entity for which Consultant is legally liable ("indemnitors"), or arising from Consultant's or
indemnitors' reckless or willful misconduct, or arising from Consultant's or indemnitors'
negligent performance of or failure to perform any term, provision, covenant or condition of this
Agreement, and in connection therewith:
(a) Consultant will defend any action or actions filed in connection with any
of said claims or liabilities and will pay all costs and expenses, including legal costs and
attorneys' fees incurred in connection therewith;
(b) Consultant will promptly pay any judgment rendered against the City, its
officers, agents or employees for any such claims or liabilities arising out of or in connection
with the negligent performance of or failure to perform such work, operations or activities of
Consultant hereunder; and Consultant agrees to save and hold the City, its officers, agents, and
employees harmless therefrom;
(c) In the event the City, its officers, agents or employees is made a party to
any action or proceeding filed or prosecuted against Consultant for such damages or other claims
arising out of or in connection with the negligent performance of or failure to perform the work,
operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers,
agents or employees, any and all costs and expenses incurred by the City, its officers, agents or
employees in such action or proceeding, including but not limited to, legal costs and attorneys'
fees.
Consultant shall incorporate similar indemnity agreements with its subcontractors and if
it fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and
failure of City to monitor compliance with these provisions shall not be a waiver hereof. This
indemnification includes claims or liabilities arising from any negligent or wrongful act, error or
omission, or reckless or willful misconduct of Consultant in the performance of professional
01203.0005/86271 lJ 13
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services hereunder. The provisions of this Section do not apply to claims or liabilities occurring
as a result of City's sole negligence or willful acts or omissions, but, to the fullest extent
permitted by law, shall apply to claims and liabilities resulting in part from City's negligence,
except that design professionals' indemnity hereunder shall be limited to claims and liabilities
arising out of the negligence, recklessness or willful misconduct of the design professional. The
indemnity obligation shall be binding on successors and assigns of Consultant and shall survive
termination of this Agreement.
ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION
6.1 Records.
Consultant shall keep, and require subcontractors to keep, such ledgers, books of
accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the
disbursements charged to City and services performed hereunder (the "books and records"), as
shall be necessary to perform the services required by this Agreement and enable the Contract
Officer to evaluate the performance of such services. Any and all such documents shall be
maintained in accordance with generally accepted accounting principles and shall be complete
and detailed. The Contract Officer shall have full and free access to such books and records at all
times during normal business hours of City, including the right to inspect, copy, audit and make
records and transcripts from such records. Such records shall be maintained for a period of three
(3) years following completion of the services hereunder, and the City shall have access to such
records in the event any audit is required. In the event of dissolution of Consultant's business,
custody of the books and records may be given to City, and access shall be provided by
Consultant's successor in interest. Notwithstanding the above, the Consultant shall fully
cooperate with the City in providing access to the books and records if a public records request is
made and disclosure is required by law including but not limited to the California Public Records
Act.
6.2 Reports.
Consultant shall periodically prepare and submit to the Contract Officer such reports
concerning the performance of the services required by this Agreement as the Contract Officer
shall require. Consultant hereby acknowledges that the City is greatly concerned about the cost
of work and services to be performed pursuant to this Agreement. For this reason, Consultant
agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that
may or will materially increase or decrease the cost of the work or services contemplated herein
or, if Consultant is providing design services, the cost of the project being designed, Consultant
shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the
estimated increased or decreased cost related thereto and, if Consultant is providing design
services, the estimated increased or decreased cost estimate for the project being designed.
6.3 Ownership of Documents.
All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes,
computer files, reports, records, documents and other materials (the "documents and materials")
prepared by Consultant, its employees, subcontractors and agents in the performance of this
01203 0005/862711.3 14
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Agreement shall be the property of City and shall be delivered to City upon request of the
Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim
for further employment or additional compensation as a result of the exercise by City of its full
rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any
use, reuse or assignment of such completed documents for other projects and/or use of
uncompleted documents without specific written authorization by the Consultant will be at the
City's sole risk and without liability to Consultant, and Consultant's guarantee and warranties
shall not extend to such use, reuse or assignment. Consultant may retain copies of such
documents for its own use. Consultant shall have the right to use the concepts embodied therein.
All subcontractors shall provide for assignment to City of any documents or materials prepared
by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify
City for all damages resulting therefrom. Moreover, Consultant with respect to any documents
and materials that may qualify as "works made for hire" as defined in 17 U.S.C. § 101, such
documents and materials are hereby deemed "works made for hire" for the City.
6.4 Confidentiality and Release of Information.
(a) All information gained or work product produced by Consultant in
performance of this Agreement shall be considered confidential, unless such information is in the
public domain or already known to Consultant. Consultant shall not release or disclose any such
information or work product to persons or entities other than City without prior written
authorization from the Contract Officer.
(b) Consultant, its officers, employees, agents or subcontractors, shall not,
without prior written authorization from the Contract Officer or unless requested by the City
Attorney, voluntarily provide documents, declarations, letters of support, testimony at
depositions, response to interrogatories or other information concerning the work performed
under this Agreement. Response to a subpoena or court order shall not be considered "voluntary"
provided Consultant gives City notice of such court order or subpoena.
( c) If Consultant, or any officer, employee, agent or subcontractor of
Consultant, provides any information or work product in violation of this Agreement, then City
shall have the right to reimbursement and indemnity from Consultant for any damages, costs and
fees, including attorney's fees, caused by or incurred as a result of Consultant's conduct.
( d) Consultant shall promptly notify City should Consultant, its officers,
employees, agents or subcontractors be served with any summons, complaint, subpoena, notice
of deposition, request for documents, interrogatories, request for admissions or other discovery
request, court order or subpoena from any party regarding this Agreement and the work
performed there under. City retains the right, but has no obligation, to represent Consultant or be
present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully
with City and to provide City with the opportunity to review any response to discovery requests
provided by Consultant. However, this right to review any such response does not imply or mean
the right by City to control, direct, or rewrite said response.
01203 0005/862711.3 15
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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 failing to perform Consultant's
obligation under this Agreement. In the event that any claim is made by a third party, the amount
or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear
to be the basis for a claim of lien, City may withhold from any payment due, without liability for
interest because of such withholding, an amount sufficient to cover such claim. The failure of
City to exercise such right to deduct or to withhold shall not, however, affect the obligations of
the Consultant to insure, indemnify, and protect City as elsewhere provided herein.
7.4 Waiver.
Waiver by any party to this Agreement of any term, condition, or covenant of this
Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any
party of any breach of the provisions of this Agreement shall not constitute a waiver of any other
0 I 203 0005/86271 l .3 16
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provision or a waiver of any subsequent breach or violation of any provision of this Agreement.
Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of
the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by
a non-defaulting party on any default shall impair such right or remedy or be construed as a
waiver. Any waiver by either party of any default must be in writing and shall not be a waiver of
any other default concerning the same or any other provision of this Agreement.
7.5 Rights and Remedies are Cumulative.
Except with respect to rights and remedies expressly declared to be exclusive in this
Agreement, the rights and remedies of the parties are cumulative and the exercise by either party
of one or more of such rights or remedies shall not preclude the exercise by it, at the same or
different times, of any other rights or remedies for the same default or any other default by the
other party.
7.6 Legal Action.
In addition to any other rights or remedies, either party may take legal action, in law or in
equity, to cure, correct or remedy any default, to recover damages for any default, to compel
specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain
any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary
provision herein, Consultant shall file a statutory claim pursuant to Government Code Sections
905 et seq. and 910 et seq., in order to pursue a legal action under this Agreement.
7.7 Termination Prior to Expiration of Term.
This Section shall govern any termination of this Contract except as specifically provided
in the following Section for termination for cause. The City reserves the right to terminate this
Contract at any time, with or without cause, upon thirty (30) days' written notice to Consultant,
except that where termination is due to the fault of the Consultant, the period of notice may be
such shorter time as may be determined by the Contract Officer. Upon receipt of any notice of
termination, Consultant shall immediately cease all services hereunder except such as may be
specifically approved by the Contract Officer. Consultant shall be entitled to compensation for
all services rendered prior to the effective date of the notice of termination and for any services
authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation
or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the
event of termination without cause pursuant to this Section, the City need not provide the
Consultant with the opportunity to cure pursuant to Section 7.2.
7.8 Termination for Default of Party.
If termination is due to the failure of the other Party to fulfill its obligations under this
Agreement:
(a) City may, after compliance with the provisions of Section 7.2, take over the work
and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable
to the extent that the total cost for completion of the services required hereunder exceeds the
01203 0005/8627 l l.3 17
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compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate
such damages), and City may withhold any payments to the Consultant for the purpose of set-off
or partial payment of the amounts owed the City as previously stated.
(b) Consultant may, after compliance with the provisions of Section 7 .2, terminate the
Agreement upon written notice to the City's Contract Officer. Consultant shall be entitled to
payment for all work performed up to the date of termination.
7.9 Attorneys' Fees.
If either party to this Agreement is required to initiate or defend or made a party to any
action or proceeding in any way connected with this Agreement, the prevailing party in such
action or proceeding, in addition to any other relief which may be granted, whether legal or
equitable, shall be entitled to reasonable attorney's fees. Attorney's fees shall include attorney's
fees on any appeal, and in addition a party entitled to attorney's fees shall be entitled to all other
reasonable costs for investigating such action, taking depositions and discovery and all other
necessary costs the court allows which are incurred in such litigation. All such fees shall be
deemed to have accrued on commencement of such action and shall be enforceable whether or
not such action is prosecuted to judgment.
ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
8.1 Non-liability of City Officers and Employees.
No officer or employee of the City shall be personally liable to the Consultant, or any
successor in interest, in the event of any default or breach by the City or for any amount which
may become due to the Consultant or to its successor, or for breach of any obligation of the
terms of this Agreement.
8.2 Conflict of Interest.
Consultant covenants that neither it, nor any officer or principal of its firm, has or shall
acquire any interest, directly or indirectly, which would conflict in any manner with the interests
of City or which would in any way hinder Consultant's performance of services under this
Agreement. Consultant further covenants that in the performance of this Agreement, no person
having any such interest shall be employed by it as an officer, employee, agent or subcontractor
without the express written consent of the Contract Officer. Consultant agrees to at all times
avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City
in the performance of this Agreement.
No officer or employee of the City shall have any financial interest, direct or indirect, in
this Agreement nor shall any such officer or employee participate in any decision relating to the
Agreement which affects her/his financial interest or the financial interest of any corporation,
partnership or association in which (s)he is, directly or indirectly, interested, in violation of any
State statute or regulation. The Consultant warrants that it has not paid or given and will not pay
or give any third party any money or other consideration for obtaining this Agreement.
01203 0005/86271 IJ 18
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8.3 Covenant Against Discrimination.
Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons
claiming under or through them, that there shall be no discrimination against or segregation of,
any person or group of persons on account of race, color, creed, religion, sex, gender, sexual
orientation, marital status, national origin, ancestry or other protected class in the performance of
this Agreement. Consultant shall take affirmative action to insure that applicants are employed
and that employees are treated during employment without regard to their race, color, creed,
religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other
protected class.
8.4 Unauthorized Aliens.
Consultant hereby promises and agrees to comply with all of the provisions of the Federal
Immigration and Nationality Act, 8 U.S.C. § 1101 et seq., as amended, and in connection
therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ
such unauthorized aliens for the performance of work and/or services covered by this
Agreement, and should any liability or sanctions be imposed against City for such use of
unauthorized aliens, Consultant hereby agrees to and shall reimburse City for the cost of all such
liabilities or sanctions imposed, together with any and all costs, including attorneys' fees,
incurred by City.
ARTICLE 9. MISCELLANEOUS PROVISIONS
9.1 Notices.
Any notice, demand, request, document, consent, approval, or communication either
party desires or is required to give to the other party or any other person shall be in writing and
either served personally or sent by prepaid, first-class mail, in the case of the City, to the City
Manager and to the attention of the Contract Officer (with her/his name and City title), City of
Rancho Palos Verdes, 30940 Hawthorne Blvd., Rancho Palos Verdes, California 90275 and in
the case of the Consultant, to the person(s) at the address designated on the execution page of
this Agreement. Either party may change its address by notifying the other party of the change of
address in writing. Notice shall be deemed communicated at the time personally delivered or in
72 ( seventy two) hours from the time of mailing if mailed as provided in this section.
9.2 Interpretation.
The terms of this Agreement shall be construed in accordance with the meaning of the
language used and shall not be construed for or against either party by reason of the authorship
of this Agreement or any other rule of construction which might otherwise apply.
9.3 Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed to be an
original, and such counterparts shall constitute one and the same instrument.
01203.0005/86271 l.3 19
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9.4 Integration; Amendment.
This Agreement including the attachme .
expression of the understanding of the . nt_s hereto is the entire. complete and exclusi ve
bet ween the parties hereto affect" th _pa~1es. It IS understood that there are no oral agreements
an y and all previous negotiationsm: is greement and this Agreement supersedes and cancels
the parties and none sh7ul be used t~ngemcnts._agreements and under standings. if an y. between
f th. 0 interpret this Agreement No d o is Agreement shall be valid unless d . . . . amen ment to or modification
the City Council. The parties a h ma/ m w~tmg and approved by the Consultant and by
waived and that an y attem t d g:ee t at t is re~u1rement for written modifications cannot be
P e waiver shall be vo id.
9.5 Severability.
In the event that an y O f h sections c t . d . . ne or more o t e phrases, sentences , clauses , paragraphs or
. d on ame m this Agreement shall be declared invalid or unenforceable by a v~i d
JU tgmaffient or decree of a court of competent jurisdictio n, such invalidity or unenforceabilitv shall no ect any of th · · •J A . e remammg phrases , sentences clauses paragraphs or sections of this
greement_ which are hereby declared as severable and shall be interpreted ;o carry out the intent
0
~ 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 an y State or municipal statute or regulation. The determination of
"financial interest" shall be consistent with State law and shall not include interests found to be
"remote " or "noninterests " pursuant to Government Code Sections 1091 or 1091.5. Consultant
warrants and represents that it has not paid or given, and will not pay or give , to any third party
including , but not limited to, an y 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. /) t
Consultant's Authorized Initials r ~/
01203.0005 /8627l l.3 20
A-22
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]
01203.0005/86271 l.3 21
A-23
IN WITNESS WHEREOF the · h . the date and year first -above written. ' parties ereto have executed this Agreement on
ATTEST:
Teresa Takaoka, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER , LLP
William W. Wynder, City Attorney
CITY:
CITY OF RANCHO PALOS VERDES a
municipal corporation '
Barbara Ferraro, Mayor
CONSULTANT :
RAPTOR EVENTS, LLC , a C«lifornia limited
liability company
By ~_jh___-
Name: Jonathan Gonzalez
Title : Managing Member
By: ___________ _
Name:
Title:
Address: 2115 Martin Luther King Jr. Ave
Long Beach, CA 90806
Two corporate officer signatures required when Consultant is a corporation, with one signature required
from each of the following groups: I) Chairman of the Board, President or any Vice President; and 2)
Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT'S
SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE
INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR
OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY.
012030005/862711.3 22
A-24
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed
the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On ____ , 2023 before me, _______ , personally appeared _______ , proved to me on
the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s ), or the entity upon behalf of which the person(s) acted,
executed the instrument.
I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is
true and correct.
WITNESS my hand and official seal.
Signature: ______________ _
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form
CAPACITY CLAIMED BY SIGNER
0 INDIVIDUAL
0 CORPORA TE OFFICER
□ □ □ □ □ □
TITLE(S)
PARTNER(S) 0
GENERAL
ATTORNEY-IN-FACT
TRUSTEE(S)
LIMITED
GUARDIAN/CONSERVATOR
OTHER -------------
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
01203.0005/86271 l.3
DESCRIPTION OF ATTACHED DOCUMENT
TITLE OR TYPE OF DOCUMENT
NUMBER OF PAGES
DA TE OF DOCUMENT
SIGNER(S) OTHER THAN NAMED ABOVE
A-25
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed
the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
ST A TE OF CALIFORNIA
COUNTY OF LOS ANGELES
On ____ , 2023 before me, _______ , personally appeared _______ , proved to me on
the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.
I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is
true and correct.
WITNESS my hand and official seal.
Signature: ______________ _
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form.
CAPACITY CLAIMED BY SIGNER
0 INDIVIDUAL
0 CORPORA TE OFFICER
□ □ □ □ □ □
TITLE(S)
PARTNER(S) 0
GENERAL
ATTORNEY-IN-FACT
TRUSTEE(S)
LIMITED
GUARDIAN/CONSERVATOR
OTHER -------------
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
01203.0005/86271 l.3
DESCRIPTION OF ATTACHED DOCUMENT
TITLE OR TYPE OF DOCUMENT
NUMBER OF PAGES
DA TE OF DOCUMENT
SIGNER(S) OTHER THAN NAMED ABOVE
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EXHIBIT "A"
SCOPE OF SERVICES
I. Consultant will perform the following Services:
A. Conduct a peafowl census pursuant to the Council-adopted Peafowl Management
Plan to determine an accurate number of peafowl located within the City and
prepare an annual census report for the City Council's review to determine the
annual number of peafowl that shall be removed from the City by Consultant. If
the City Council determines no peafowl need to be removed, then no further
services will be provided for that year. However, if the City Council does
determine a certain number of peafowl need to be removed, then the services in
Subsection B. below shall be provided as well.
B. Conduct peafowl trapping and removal of up to 150 birds as approved by City
Council, in City-approved locations, during each year of the Agreement by
erecting and maintaining peafowl traps within the City, subject to the following
criteria:
01203.0005/86271 l.3
a. Traps will be placed on City property or private property based on
agreements between the City and the property owner. Private property will
be selected by the City based on input from Consultant.
b. Maintain and monitor the peafowl traps in accordance with the State of
California Department of Fish and Game and the U.S. Department of
Wildlife and Fish standards.
c. Traps will be serviced on a regular basis, but no less than once a week.
Traps occupied by peafowl will be serviced within 24 hours.
d. Photo document and report each trapped bird to the City within 24 hours
of the bird's removal from the City.
e. Due to nesting and chick-rearing concerns, trapping and removal of
peafowl will typically take place when peahens are of juvenile age
between August and December.
f. The Consultant shall notify City Staff and provide photographs prior to the
removal of peafowl nests discovered on public property. An annual total
shall not exceed the removal of five (5) nests including all unhatched eggs
which shall be incubated using humane methods. Consultant shall
transport hatchlings to accepting rescue facilities.
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C. As directed by City's Contract Officer, Consultant shall attend and participate in
meetings with City staff and City Council meetings, which may be necessary to
develop and implement the Peafowl Management Plan.
II. As part of the Services, Consultant will prepare and deliver the following tangible
work products to the City:
A. Annual peafowl census report.
B. Annual summary report within 10 days after annual trapping period has ended.
The report shall include a detailed reporting of the total number of birds trapped
and removed per neighborhood, specifying the number of male and female birds
removed, and indicate the approximate age of each bird as juvenile or adult.
III. In addition to the requirements of Section 6.2, during performance of the Services,
Consultant will keep the City appraised of the status of performance by delivering
the following status reports:
A. Consultant shall photo document and report each trapped bird to City's Contract
Officer within 24 hours of the bird's removal from the City.
B. Consultant shall photo document and report each nest with its contents to City's
Contract Officer for approval prior to removal from the City.
IV. All work product is subject to review and acceptance by the City, and must be
revised by the Consultant without additional charge to the City until found
satisfactory and accepted by City.
V. Consultant will utilize the following personnel to accomplish the Services:
A. Jonathan Gonzalez
01203.0005/86271 l.3 A-2
A-28
EXHIBIT "B"
SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
Added text indicated in bold italics, deleted text indicated in strikethrough.
I. Section 2.2, Method of Compensation, shall be amended as follows:
"2.2 Method of Compensation.
W 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.
(b) A retention of 10% shall be held from each payment as a contract retention to be
paid as part of the final payment upon satisfactory and timely completion of services. This
retention shall not apply for on call agreements for continuous services or for agreements for
scheduled routine maintenance of City property or City facilities."
01203.0005/86271 l.3 B-1
A-29
EXHIBIT "C"
SCHEDULE OF COMPENSATION
I. Consultant shall perform the following tasks at the following rates:
TASK RATE QUANTITY
A. Annual Census $4,200 Annually
B. Juvenile Peafowl $125 per peafowl
Trapping and Removal
Not to exceed a combined total of
C. Adult Peafowl $250 per peafowl 150 birds per year
Trapping and Removal
D. Additional Services: $65/hr. Not to exceed 12 hours annually
Administrative
E. Nest Removal $100 Per nest not to exceed 5 annually
TOTAL ANNUAL NOT-TO-EXCEED AMOUNT $43,000
TOTAL COMPENSATION $86,000
If the City Council determines no peafowl need to be removed based on the annual
census report, then Consultant shall only be compensated for the cost of the annual
census report and administrative costs associated with preparing the report for that
year.
II. Within the budgeted amounts for each Task, and with the approval of the Contract
Officer, funds may be shifted from one Task subbudget to another so long as the
Contract Sum is not exceeded per Section 2.1, unless Additional Services are
approved per Section 1.9.
III. The City will compensate Consultant for the Services performed upon submission of
a valid invoice. Each invoice is to include:
A. Line items for all personnel describing the work performed, the number of hours
worked, and the hourly rate.
B. Line items for all materials and equipment properly charged to the Services.
01203_ooos1s62?1 u C-1
A-30
C. Line items for all other approved reimbursable expenses claimed, with supporting
documentation.
D. Line items for all approved subcontractor labor, supplies, equipment, materials,
and travel properly charged to the Services.
IV. The total compensation for the Services shall not exceed the Contract Sum as
provided in Section 2.1 of this Agreement.
V. The Consultant's billing rates for all personnel are attached as Exhibit C-1. NOT
APPLICABLE
01203.0005/86271 l.3 C-2
A-31
EXHIBIT "D
SCHEDULE OF PERFORMANCE
I. Consultant shall perform the services in Section I.A. of Exhibit "A" within two
weeks of receiving a written notice to proceed from the Contract Officer. All other
services in Exhibit "A" shall be performed in a timely manner on an as-needed
basis.
II. Consultant shall deliver the following tangible work products to the City by the
following dates.
A. Annual peafowl census report, due to the City's Contract Officer by April 30 each
year.
B. Annual summary report within 10 days after the annual peafowl trapping period
has ended.
III. The Contract Officer may approve extensions for performance of the services in
accordance with Section 3.2. Any further extensions require City Council approval.
0\203.0005/8627\ l.3 D-1
Raptor Events LLC
2115 MLK Jr. Ave
Long Beach CA 90806
(562) 335-5029
info@raptorevents.com
Raptorevents.com
City of Rancho Palos Verdes
Code Enforcement Division
30940 Hawthorne Boulevard
Rancho Palos Verdes, CA 90275-5391
March 8, 2023
We are excited to offer our services to assist with the Peafowl Management Program. Below are the
prices for several services associated with peafowl. I also included a little bit more information on each
category and some qualifications for the job. We are offering this proposal for a 1-3 year contract.
Annual Census $4200
Trap and remove peafowl for City of Rancho
Palos Verdes
$250 per bird ($125 for juveniles)
Trap and remove peafowl for private individuals $250 per bird
Nest removal $100
Hourly Rate for Meetings and hearings $65
Annual Census price will remain the same price as before $4200 to canvas all 6 neighborhoods, and
create a census report including dates, times, addresses, and number of birds.
Residents can hire our services for a private session for the same price of $250 per bird, but we may ask
for a higher price if the situation is a bit unique to trap a specific bird.
We do not have any specific licenses to perform this job, but have built a reputation through experience
over the past 8 years. To the best of our knowledge we do not need special licensing to trap peafowl.
Our business has liability insurance and is registered as an LLC. I have worked with Mike Maxcy for 8
years now and have personally helped rehome nearly 1000 birds.
We can remove nests for $100. If we take eggs, we will check if they are fertile and attempt to incubate
them to then send the babies to a new home. Typically we don’t need to remove nests since we usually
take breeding season off.
As was the case in the past with Mike Maxcy, we keep records of the new homes, which are available
upon request. Farms and ranches in CA who are happy to receive the birds, and add to their properties.
B-1
RRPTOR EVENTS
Raptor Events LLC
2115 MLK Jr. Ave
Long Beach CA 90806
(562) 335-5029
info@raptorevents.com
Raptorevents.com
My experience:
Worked with Mike Maxcy from 2015 until 2022 when he retired, catching and relocating peafowl. Since I
have started this work, I have helped rehome nearly 1000 birds.
Operated Raptor Events since 2017 performing educational bird shows with birds of prey.
Worked with a variety of bird species at the Los Angeles Zoo as a volunteer for 5 years.
Maintained a falconry license since 2011 working with a variety of raptor species.
Since I have taken over I have worked for several places relocating peafowl including the City of South
Pasadena where we rehomed 100 peafowl, and LA County rehoming over 50 peafowl.
References
Mike Maxcy Previous owner of Wildlife Services (626) 827-2282
Greg Pontoppidan previous Supervisor at World of Birds Show Los Angeles Zoo (818) 674-7329
More references available upon request.
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RRPTOR EVENTS