20220816 Late CorrespondenceTO:
FROM:
DATE:
SUBJECT:
CITYOF RANCHO PALOS VERDES
HONORABLE MAYOR & CITY COUNCIL MEMBERS
CITY CLERK
AUGUST 16, 2022
ADDITIONS/REVISIONS AND AMENDMENTS TO AGENDA
Attached are revisions/additions and/or amendments to the agenda material presented
for tonight's meeting.
Item No.
E
G
1
4
Description of Material
Email from David Juarez
Revisions to Staff Report with Attachment A (Jeff Koven Agreement)
and Attachment B (Maria Serrao Agreement)
Clarifications to Staff Report Revisions; Email from April Sandell
Email from Don Bell
** PLEASE NOTE: Materials attached after the color page(s) were submitted
through Monday, August 15, 2022.**
Respectfully submitted,
L:ILATE CORRESPONDENCE\202212022 Coversheets\20220816 additions revisions to agenda .docx
From:
Sent:
To:
Subject:
Attachments:
le
Teresa Takaoka
Tuesday, August 16, 2022 4:14 PM
CityClerk
FW : Item E -Letter of Support -CA Restaurant Association
RPV -AB 1276 -CRA Letter.pdf
From: David Juarez <djuarez@calrest.org>
Sent: Tuesday, August 16, 2022 4:00 PM
To: CC <CC@rpvca.gov>
Subject: Item E -Letter of Support -CA Restaurant Association
CAUTION: This email ori inated from outside of the Cit of Rancho Palos Verdes.
Hello Councilmembers,
Please see attached a letter of support for Item E in today's agenda. We are urging you to align with AB 1276.
If you have any questions please feel free to contact me.
Respectfully,
David Juarez
Director of Local Government Affairs
Los Angeles, Orange, Ventura, Santa Barbara, San Luis Obispo, and Kern Counties
California Restaurant Association
P.O. Box 32482
Los Angeles , CA 90032
T: 323 .774.2559
djuarez@calrest.org
We're here for you.
Visit our website for all you need to know about COVID-19.
t )«l ll
CALIFORNIA
RESTAURANT
ASSOC IATION
While all information released by the California Restaurant Association (CRA) is intended to provide accurate information on
the subject covered, the CRA does not provide legal advice and any information provided by the CRA shall not constitute
legal advice. You are encouraged to consult your attorney, accountant, or other appropriate professional, as needed.
Confidentiality note:
This electronic message transmission contains information from the California Restaurant Association which may be confidential or
privileged. The information is intended to be for the use of the individual or entity named above. If you are not the intended recipient, be
aware that any disclosure , copying, distribution or use of the contents of this information is prohibited.
1
If you have r·eceived this electronic transmissicm in error, us by telephone ot ao0.7654842.
2
August 16, 2022
Mayor Bradley and City Councilmembers
Rancho Palos Verdes City Council
30940 Hawthorne Boulevard
Rancho Palos Verdes, CA 90275
Re: Item E: CA Assembly Bill 1276 (Carrillo)
Dear Mayor Bradley and City Councilmembers,
'"" CALIFORN I A
RESTAURANT
ASSOC IATION
I write today in support of the city's efforts in aligning with Assembly Bill (AB) 1276 which
creates a statewide model to ensure single use accessories are not automatically distributed
to guests.
The California Restaurant Association (CRA) worked with Assemblymember Wendy Carrillo
to develop AB 1276, creating an "opt in" requirement for guests to receive single-use food
accessories from restaurants or third-party delivery platforms. Compliance options include
self-service receptacles, direct guest request, or upon offer by the restaurant in drive thru
settings only.
We believe AB 1276 takes into account the need to reduce unnecessary single use product
distribution, while also recognizing a one-size-fits-all approach does not work for guests or varying
restaurant models. Aligning with AB 1276 will also ensure ease in compliance and provide a
uniform framework for restaurants as well as customers.
For these reasons we urge an "aye" vote to align with AB 1276.
Thank you for your consideration.
Sincerely,
David Juarez
Director of Local Government Affairs
California Restaurant Association
California Restaurant Association
P.O. Box 32482, Los Angeles, CA 90032
From:
Sent:
To:
Cc :
Karina Banales
Tuesday , August 16 , 2022 2:44 PM
cc
Ara Mihranian ; CityClerk
Subject: Cover Memo for Agenda Item No . G -RPVtv Professional Services
20220816_Memo_KB.pdf; Attachment B 20220816 Maria Serrao Agreement.pdf;
Attachment A 20220816 _KB.pdf
Attachments:
Good Afternoon Honorable Mayor Bradley and City Councilmembers,
Please find the attached memorandum regarding the RPVtv Professional Services Agreement agenda item G for tonight's
City Council meeting. The memo revises the proposed council -recommended action for Maria Serrao and the inclusion
of Jeffrey Koven and Maria Serrao's professional services agreements.
The above cover memo and attachments will be distributed as late correspondence for tonight's meeting.
Please let me know of any questions you may have at this time.
Thank you,
Karina
Karina Banales
Deputy City Manager
kba na les@rpvca.gov
Phone -(310) 544-5203
City of Rancho Palos Verdes
30940 Hawthorne Blvd.
Rancho Palos Verdes, CA 90275
Website: www.rpvca.gov
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This e-mail message contains information belonging to the City of Rancho Palos Verdes, which may be privileged, confidential and/or protected from
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you received this email in error, or are not an intended recipient, please notify the sender immediately. Thank you for your assistance and cooperation.
Due to the current surge of the COV/0 -19 Omicron Variant, Rancho Palos Verdes City Hall will be closed to walk-in visitors
through February 28, 2022, unless further notification is provided. Several members of the City's workforce are being asked
to work remotely during this time. Inquiries will continue to be reviewed on a daily basis. Please be patient with us as there
may be delays or minor inconveniences in responding to your inquiry.
1
MEMORANDUM RANCHO PALOS VERDES
TO:
FROM:
CC:
DATE:
SUBJECT:
CITY MANAC£RS OFFICE
Rancho Palos Verdes City Council
Karina Banales, City Manager's Office
Ara Mihranian, City Manager's Office
August 16, 2022
Agenda Item No. G -RPVtv Professional Services Agreements
Since the transmittal of the August 16, 2022, City Council agenda packet last week, Staff
has obtained the two Professional Services Agreements for this agenda item for
consideration this evening. Both contracts were prepared and reviewed by the City
Attorney's Office. Staff utilized the standard template for both Professional Services
Agreements, and based on what was received, there were no significant language
changes by either consultant.
Jeffrey Koven
Jeffrey Koven's contract had changes in service costs which does not have a fiscal
impact, nor does it change the contract sum as indicated in this evening's staff report.
Attached you will find Mr. Keven's agreement for this evening's City Council
consideration.
The recommended Council action presented in this evening's staff report will remain the
same.
(1) Award an agreement with Jeff Keven for filming, programming, and editing
services not to exceed $120,000 for an approximately three-year term ending on
June 30, 2025;
Maria Serrao
Maria Serrao's contract had service cost changes, exceeding the overall contract sum
presented in this evening's staff report. It is important to note that the new contract sum
is within the amount budgeted for Fiscal Year 2022-23 and there is no fiscal impact.
Below is the new contract sum language for Ms. Serrao. In addition, attached you will find
Ms. Serraro's agreement for this evening's City Council consideration.
ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT
2.1 ·The total compensation, including reimbursement for actual expenses, shall not
exceed $138,000 (One Hundred Thirty-Eight Thousand Dollars) $135,000 (One Hundred
Thirty Five Dollar's) (the "Contract Sum"), unless additional compensation is approved
pursuant to Section 1.9.
To reflect this change, the recommended council action for this evening's staff report for
Ms. Serrao's contract has been revised as follows:
Revised Recommended Council Action for Maria Serrao
(2) Award an agreement with Maria Serrao for on-air reporting and interviewing,
producing, and editing services not to exceed $135,000 $138,000 for an
approximately three-year term ending on June 30, 2025
Attachments:
A. Professional Services Agreement with Jeffrey Koven
B. Professional Services Agreement with Maria Serrao
DocuSign Envelope ID: 91A2FF2E-4769-426A-B494-0619437988C9
PROFESSIONAL SERVICES AGREEMENT
By and Between
CITY OF RANCHO PALOS VERDES
and
JEFFKOVEN
G
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DocuSign Envelope ID: 91A2FF2E-4769-426A-8494-0619437988C9
AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF RANCHO PALOS VERDES AND
JEFFKOVEN
THIS AGREEMENT FOR PROFESSIONAL SERVICES (herein "Agreement") is made
and entered into on August 16, 2022, by and between the CITY OF RANCHO PALOS
VERDES, a California municipal corporation ("City") and JEFF KOVEN, an individual
("Consultant"). City and Consultant may be referred to, individually or collectively, as "Party" or
"Parties."
RECITALS
WHEREAS, the City desires to engage Consultant to produce its educational and
governmental access channel (Channel 33/35 RPVTv and Channel 38/39) and cable television
programrnmg.
WHEREAS, Consultant certifies he possesses the skills, experience, ability, background
and knowledge necessary to provide the services described in this Agreement on the terms and
conditions described herein.
WHEREAS, Consultant has served in this capacity for the City since in or about 2011 and
has demonstrated to the City that he is qualified to perform these services on behalf of the City.
WHEREAS, pursuant to the City's Municipal Code, the City has authority to enter into
and execute this Agreement.
WHEREAS, the Parties desire to formalize the selection of Consultant for performance of
those services defined and described pmiicularly in Exhibit A of this Agreement and desire that
the terms of that perfonnance 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 he 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 his
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DocuSign Envelope ID: 91A2FF2E-4769-426A-B494-0619437988C9
ability, experience and talent, perform all services described herein. Consultant covenants that he
shall follow the highest professional standards in performing the work and services required
hereunder and that all materials will be both of good quality as well as fit for the purpose intended.
For purposes of this Agreement, the phrase "highest professional standards" shall mean those
standards of practice recognized by one or more first-class firms performing similar work under
similar circumstances.
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 f01th 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 himself 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 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
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DocuSign Envelope ID: 91A2FF2E-4769-426A-B494-0619437988C9
of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The
Consultant shall, as a penalty to the City, forfeit $200 (two hundred dollars) for each calendar day,
or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for
the work or craft in which the worker is employed for any public work done pursuant to this
Agreement by Consultant or by any subcontractor.
( d) Payroll Records. Consultant shall comply with and be bound by the
provisions of Labor Code Section 1776, which requires Consultant and each subconsultant to: keep
accurate payroll records and verify such records in writing under penalty of perjury, as specified
in Section 1776; certify and make such payroll records available for inspection as provided by
Section 1776; and inform the City of the localiu11 uf 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 (fmihy) 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 1 ½ ( one and one
halt) times the basic rate of pay.
(h) Workers' Compensation. California Labor Code Sections 1860 and 3700
provide that every employer will be required to secure the payment of compensation to its
employees if it has employees. In accordance with the provisions of California Labor Code Section
1861, Consultant certifies as 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
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DocuSign Envelope ID: 91A2FF2E-4769-426A-B494-0619437988C9
comply with such provisions before commencing the perfonnance of the work of
this contract."
Consultant's Authorized Initials ----
(i) Consultant's Responsibility for Subcontractors. For every subcontractor
who will perform work under this Agreement, Consultant shall be responsible for such
subcontractor's compliance with Division 2, Part 7, Chapter 1 (commencing with Section 1720) of
the California Labor Code, and shall make such compliance a requirement in any contract with
any subcontractor for work under this Agreement. Consultant shall be required to take all actions
necessary to enforce such contractual provisions and ensure subcontractor's compliance, including
without limitation, conducting a review of the certified payroll records of the subcontractor on a
periodic basis or upon becoming aware of the failure of the subcontractor to pay his or her workers
the specified prevailing rate of wages. Consultant shall diligently take corrective action to halt or
rectify any such failure by any subcontractor.
1.5 Licenses, Permits, Fees and Assessments.
Consultant shall obtain at his 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 perfmmance 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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DocuSign Envelope ID: 91A2FF2E-4769-426A-B494-0619437988C9
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 sunounding the issue, proposed solutions, proposed costs and
proposed schedule impacts.
l .l 0 Special Requirements.
Additional terms and conditions of this Agreement, if any, which are made a part hereof
are set forth in the "Special Requirements" attached hereto as Exhibit "B" and incorporated herein
by this reference. In the event of a conflict between the provisions of Exhibit "B" and any other
provisions of this Agreement, the provisions of Exhibit "B" shall govern.
ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.
2.1 Contract Sum.
Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the
amounts specified in the "Schedule of Compensation" attached hereto as Exhibit "C" and
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DocuSign Envelope ID: 91A2FF2E-4769-426A-B494-0619437988C9
incorporated herein by this reference. The total compensation, including reimbursement for actual
expenses, shall not exceed $120,000 (One Hundred Twenty Thousand Dollars) (the "Contract
Sum"), unless additional compensation is approved pursuant to Section 1.9.
2.2 Method of Compensation.
The method of compensation may include: (i) a lump sum payment upon completion; (ii)
payment in accordance with specified tasks or the percentage of completion of the services; (iii)
payment for time and materials based upon the Consultant's rates as specified in the Schedule of
Compensation, provided that (a) time estimates are provided for the performance of sub tasks, and
(b) the Contract Sum is not exceeded; or (iv) such other methods as may be specified in the
Schedule of Compensation.
2.3 Reimbursable Expenses.
Compensation may include reimbursement for actual and necessary expenditures for
reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in
advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5,
and only if specified in the Schedule of Compensation. The Contract Sum shall include the
attendance of Consultant at all project meetings reasonably deemed necessary by the City.
Coordination of the performance of the work with City is a critical component of the services. If
Consultant is required to attend additional meetings to facilitate such coordination, Consultant
shall not be entitled to any additional compensation for attending said meetings.
2.4 Invoices.
Each month Consultant shall furnish to City an original invoice, using the City template,
or in a format acceptable to the City, for all work performed and expenses incurred during the
preceding month in a form approved by City's Director of Finance. By submitting an invoice for
payment under this Agreement, Consultant is certifying compliance with all provisions of the
Agreement. The invoice shall detail charges for all necessary and actual expenses by the following
categories: labor (by sub-category), travel, materials, equipment, supplies, and sub-contractor
contracts. Sub-contractor charges shall also be detailed by such categories. Consultant shall not
invoice City for any duplicate services performed by more than one person.
City shall independently review each invoice submitted by the Consultant to determine
whether the work performed and expenses incurred are in compliance with the provisions of this
Agreement. Except as to any charges for work performed or expenses incurred by Consultant
which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause
Consultant to be paid within 45 (forty-five) days of receipt of Consultant's coffect and undisputed
invoice; however, Consultant acknowledges and agrees that due to City warrant rnn 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.
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DocuSign Envelope ID: 91A2FF2E-4769-426A-B494-0619437988C9
2.5 Waiver.
Payment to Consultant for work performed pursuant to this Agreement shall not be deemed
to waive any defects in work performed by Consultant.
ARTICLE 3. PERFORMANCE SCHEDULE
3.1 Time of Essence.
Time is of the essence in the performance of this Agreement.
3.2 Schedule of Performance.
Consultant shall commence the services pursuant to this Agreement upon receipt of a
written notice to proceed and shall perform all services within the time period(s) established in the
"Schedule of Performance" attached hereto as Exhibit "D" and incorporated herein by this
reference. When requested by the Consultant, extensions to the time period(s) specified in the
Schedule of Performance may be approved in writing by the Contract Officer through a Change
Order, but not exceeding 90 (ninety) days cumulatively.
3.3 Force Maieure.
The time period(s) specified in the Schedule of Performance for performance of the
services rendered pursuant to this Agreement shall be extended because of any delays due to
unforeseeable causes beyond the control and without the fault or negligence of the Consultant,
including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires,
earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars,
litigation, and/or acts of any governmental agency, including the City, if the Consultant shall
within 10 (ten) days of the commencement of such delay notify the Contract Officer in writing of
the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and
extend the time for performing the services for the period of the enforced delay when and if in the
judgment of the Contract Officer such delay is justified. The Contract Officer's determination shall
be final and conclusive upon the parties to this Agreement. In no event shall Consultant be entitled
to recover damages against the City for any delay in the performance of this Agreement, however
caused, Consultant's sole remedy being extension of the Agreement pursuant to this Section.
3.4 Term.
Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement
shall continue in full force and effect until completion of the services but not exceeding three (3)
years from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit
"D").
ARTICLE 4. COORDINATION OF WORK
4.1 Representatives and Personnel of Consultant.
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DocuSign Envelope ID: 91A2FF2E-4769-426A-B494-0619437988C9
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:
Jeff Koven
(Name)
Koven Video Productions -Owner
(Title)
It is expressly understood that the experience, knowledge, capability and reputation of the
foregoing principals were a substantial inducement for City to enter into this Agreement.
Therefore, the foregoing principals shall be responsible during the term of this Agreement for
directing all activities of Consultant and devoting sufficient time to personally supervise the
services hereunder. All personnel of Consultant, and any authorized agents, shall at all times be
under the exclusive direction and control of the Principals. For purposes of this Agreement, the
foregoing Principals may not be replaced nor may their responsibilities be substantially reduced
by Consultant without the express written approval of City. Additionally, Consultant shall utilize
only the personnel included in the Proposal to perform services pursuant to this Agreement.
Consultant shall make every reasonable effort to maintain the stability and continuity of
Consultant's staff and subcontractors, if any, assigned to perform the services required under this
Agreement. Consultant shall notify City of any changes in Consultant's staff and subcontractors,
if any, assigned to perform the services required under this Agreement, prior to and during any
such performance. City shall have the right to approve or reject any proposed replacement
personnel, which approval shall not be unreasonably withheld.
4.2 Status of Consultant.
Consultant shall have no authority to bind City in any manner, or to incur any obligation,
debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless
such authority is expressly conferred under this Agreement or is otherwise expressly conferred in
writing by City. Consultant shall not at any time or in any manner represent that Consultant or any
of Consultant's officers, employees, or agents are in any manner officials, officers, employees or
agents of City. Neither Consultant, nor any of Consultant's officers, employees or agents, shall
obtain any rights to retirement, health care or any other benefits which may otherwise accrue to
City's employees. Consultant expressly waives any claim Consultant may have to any such rights.
4.3 Contract Officer.
The Contract Officer shall be Karina Banales or such person as may be designated by the
City Manager. It shall be the Consultant's responsibility to assure that the Contract Officer is kept
informed of the progress of the perfom1ance 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.
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4.4 lndependent 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 othe1wise 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 paitner of
Consultant in its business or othe1wise or a joint venturer or a memher of any joint enteqxise 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 conceit 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.
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
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property damage for all activities of the Consultant arising out of or in connection with Services
to be performed under this Agreement, including coverage for any owned, hired, non-owned or
rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident.
( c) Professional liability (errors & omissions) insurance. Consultant shall
maintain professional liability insurance that covers the Services to be performed in connection
with this Agreement, in the minimum amount of $1,000,000 per claim and in the aggregate. Any
policy inception date, continuity date, or retroactive date must be before the effective date of this
Agreement and Consultant agrees to maintain continuous coverage through a period no less than
three (3) years after completion of the services required by this Agreement.
(d) Workers' compensation insurance. Consultant shall maintain Workers'
Compensation Insurance (Statutory Limits) and Employer's Liability Insurance (with limits of at
least $1,000,000).
( e) Subcontractors. Consultant shall include all subcontractors as insureds
under its policies or shall furnish separate certificates and certified endorsements for each
subcontractor. All coverages for subcontractors shall include all of the requirements stated herein.
(f) Additional Insurance. Policies of such other insurance, as may be required
in the Special Requirements in Exhibit "B".
5.2 General Insurance Requirements.
(a) Proof of insurance. Consultant shall provide certificates of insurance to City
as evidence of the insurance coverage required herein, along with a waiver of subrogation
endorsement for workers' compensation. Insurance certificates and endorsements must be
approved by City's Risk Manager prior to commencement of performance. Current certification
of insurance shall be kept on file with City at all times during the term of this Agreement. City
reserves the right to require complete, ce1iified 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 perfonnance 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
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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 prov1s1ons (non-estoppel). Consultant
acknowledges and agrees that any actual or alleged failure on the part of the City to inform
Consultant of non-compliance with any requirement imposes no additional obligations on the City
nor docs it waive any rights hereunder.
(h) Requirements not limiting. Requirements of specific coverage features or
limits contained in this section are not intended as a limitation on coverage, limits or other
requirements, or a waiver of any coverage normally provided by any insurance. Specific reference
to a given coverage feature is for purposes of clarification only as it pertains to a given issue and
is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or
a waiver of any type. If the Consultant maintains higher limits than the minimums shown above,
the City requires and shall be entitled to coverage for the higher limits maintained by the
Consultant. Any available insurance proceeds in excess of the specified minimum limits of
insurance and coverage shall be available to the City.
(i) Notice of cancellation. Consultant agrees to oblige its insurance agent or
broker and insurers to provide to City with a 30 (thirty) day notice of cancellation (except for
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.
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(1) Separation of insureds. A severability of interests provision must apply for
all additional insureds ensuring that Consultant's insurance shall apply separately to each insured
against whom claim is made or suit is brought, except with respect to the insurer's limits of
liability. The policy(ies) shall not contain any cross-liability exclusions.
(m) Pass through clause. Consultant agrees to ensure that its subconsultants,
subcontractors, and any other party involved with the project who is brought onto or involved in
the project by Consultant, provide the same minimum insurance coverage and endorsements
required of Consultant. Consultant agrees to monitor and review all such coverage and assumes
all responsibility for ensuring that such coverage is provided in conformity with the requirements
of this section. Consultant agrees that upon request, all agreements with consultants,
subcontractors, and others engaged in the project will be submitted to City for review.
(n) Agency's right to revise specifications. The City reserves the right at any
time during the term of the contract to change the amounts and types of insurance required by
giving the Consultant 90 (ninety) days advance written notice of such change. If such change
results in substantial additional cost to the Consultant, the City and Consultant may renegotiate
Consultant's compensation.
(o) Self-insured retentions. Any self-insured retentions must be declared to and
approved by City. City reserves the right to require that self-insured retentions be eliminated,
lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these
specifications unless approved by City.
(p) Timely notice of claims. Consultant shall give City prompt and timely
notice of claims made or suits instituted that arise out of or result from Consultant's performance
under this Agreement, and that involve or may involve coverage under any of the required liability
policies.
( 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 asse1ied or claimed by any person, firm or entity arising out of or in
connection with the negligent perfonnance 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:
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(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 perfom1 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 occtming 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 perfonn the services required by this Agreement and enable the Contract
Officer to evaluate the perfon'nance 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
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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 rep01is
concerning the performance of the services required by this Agreement as the Contract Officer
shall require. Consultant hereby acknowledges that the City is greatly concerned about the cost of
work and services to be performed pursuant to this Agreement. For this reason, Consultant agrees
that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or
will materially increase or decrease the cost of the work or services contemplated herein or, if
Consultant is providing design services, the cost of the project being designed, Consultant shall
promptly notify the Contract Officer of said fact, circumstance, technique or event and the
estimated increased or decreased cost related thereto and, if Consultant is providing design
services, the estimated increased or decreased cost estimate for the project being designed.
6.3 Ownership of Documents.
All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes,
computer files, reports, records, documents and other materials (the "documents and materials")
prepared by Consultant, its employees, subcontractors and agents in the performance of this
Agreement shall be the property of City and shall be delivered to City upon request of the Contract
Officer or upon the termination of this Agreement, and Consultant shall have no claim for further
employment or additional compensation as a result of the exercise by City of its full rights of
ownership use, reuse, or assignment of the documents and materials hereunder. Any use, reuse or
assignment of such completed documents for other projects and/or use of uncompleted 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,
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response to interrogatories or other information concerning the work performed under this
Agreement. Response to a subpoena or court order shall not be considered "voluntary" provided
Consultant gives City notice of such court order or subpoena.
(c) If Consultant, or any officer, employee, agent or subcontractor of
Consultant, provides any information or work product in violation of this Agreement, then City
shall have the right to reimbursement and indemnity from Consultant for any damages, costs and
fees, including attorney's fees, caused by or incurred as a result of Consultant's conduct.
( d) Consultant shall promptly notify City should Consultant, its officers,
employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of
deposition, request for documents, interrogatories, request for admissions or other discovery
request, court order or subpoena from any party regarding this Agreement and the work performed
there under. City retains the right, but has no obligation, to represent Consultant or be present at
any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and
to provide City with the opportunity to review any response to discovery requests provided by
Consultant. However, this right to review any such response does not imply or mean the right by
City to control, direct, or rewrite said response.
ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION
7.1 California Law.
This Agreement shall be interpreted, construed and governed both as to validity and to
performance of the parties in accordance with the laws of the State of California. Legal actions
concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be
instituted in the Superior Court of the County of Los Angeles, State of California, or any other
appropriate 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.
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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. Tn 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
pmiy of any breach of the provisions of this Agreement shall not constitute a waiver of any other
provision or a waiver of any subsequent breach or violation of any provision of this Agreement.
Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of
the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by
a non-defaulting party on any default shall impair such right or remedy or be construed as a waiver.
Any waiver by either party of any default must be in writing cin<l shci 11 not he 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 ct 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 30 (thirty) days' written notice to Consultant,
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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 othe1wise, and the Consultant shall be liable
to the extent that the total cost for completion of the services required hereunder exceeds the
compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such
damages), and City may withhold any payments to the Consultant for the purpose of set-off or
partial payment of the amounts owed the City as previously stated.
(b) Consultant may, after compliance with the provisions of Section 7.2, terminate the
Agreement upon written notice to the City's Contract Officer. Consultant shall be entitled to
payment for all work performed up to the date of termination.
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 comt 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.
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8.2 Conflict of Interest.
Consultant covenants that neither it, nor any officer or principal of its firm, has or shall
acquire any interest, directly or indirectly, which would conflict in any manner with the interests
of City or which would in any way hinder Consultant's performance of services under this
Agreement. Consultant further covenants that in the performance of this Agreement, no person
having any such interest shall be employed by it as an officer, employee, agent or subcontractor
without the express written consent of the Contract Officer. Consultant agrees to at all times avoid
conflicts of interest or the appearance of any conflicts of interest with the interests of City in the
performance of this Agreement.
No officer or employee of the City shall have any financial interest, direct or indirect, in
this Agreement nor shall any such officer or employee participate in any decision relating to the
Agreement which affects her/his financial interest or the financial interest of any corporation,
partnership or association in which (s)he is, directly or indirectly, interested, in violation of any
State statute or regulation. The Consultant warrants that it has not paid or given and will not pay
or give any third party any money or other consideration for obtaining this Agreement.
8.3 Covenant Against Discrimination.
Consultant covenants that, by and for himself, his 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 paiiy
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.
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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.
Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed to be an
original, and such counterpaiis shall constitute one and the same instrument.
9.4 Integration; Amendment.
This Agreement including the attachments hereto is the entire, complete and exclusive
expression of the understanding of the parties. It is understood that there are no oral agreements
between the parties hereto affecting this Agreement and this Agreement supersedes and cancels
any and all previous negotiations, arrangements, agreements and understandings, if any, between
the parties, and none shall be used to interpret this Agreement. No amendment to or modification
of lhis 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 caITy 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 he has not paid or given, and will not pay or give, to any third party
including, but not limited to, any City official, officer, or employee, any money, consideration, or
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DocuSign Envelope ID: 91A2FF2E-4769-426A-8494-0619437988C9
other thing of value as a result or consequence of obtaining or being awarded any agreement.
Consultant further warrants and represents that he has not engaged in any act(s), omission(s), or
other conduct or collusion that would result in the payment of any money, consideration, or other
thing of value to any third party including, but not limited to, any City official, officer, or
employee, as a result of consequence of obtaining or being awarded any agreement. Consultant is
aware of and understands that any such act(s), omission(s) or other conduct resulting in such
payment of money, consideration, or other thing of value will render this Agreement void and of
no force or effect.
Consultant's Authorized Initials ---
9.7 Corporate Authority.
The persons executing this Agreement on behalf of the parties hereto warrant that (i) such
patty 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 fonnally
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 patty 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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DocuSign Envelope ID: 91A2FF2E-4769-426A-8494-0619437988C9
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date and year first-above written.
ATTEST:
Teresa Takaoka, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
William W. Wynder, City Attorney
CITY:
CITY OF RANCHO PALOS VERDES, a
municipal corporation
David L. Bradley, Mayor
CONSULT ANT:
JEFF KOVEN, an individual rp;gr::v\,
By: ~F71BDA97814948D ...
Name: Jeff Koven
Title: Koven Video Productions -Owner
Address: 3615 S. Carolina Street, Unit 2, San Pedro, CA 90731
Two corporate officer signatures required when Consultant is a corporation, with one signature required
from each of the following groups: l) Chairman of the Board, President or any Vice President; and 2)
Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT'S
SIGN A TURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTEST A TIO NS SHALL BE
INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR
OTHER RULES OR REGULA TIO NS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY.
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DocuSign Envelope ID: 91A2FF2E-4769-426A-B494-0619437988C9
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed
the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On ____ , 2022 before me, _______ , personally appeared _______ , proved to me on
the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature( s) on the instrument the person(s ), or the entity upon behalf of which the person(s) acted,
executed the instrument.
I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is
true and correct.
WITNESS my hand and official seal.
Signature: _______________ _
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form
CAPACITY CLAIMED BY SIGNER
0 INDIVIDUAL
0 CORPORATE OFFICER
□ □ □ □ □ □
TITLE(S)
PARTNER(S) 0 LIMITED
GENERAL
ATTORNEY-IN-FACT
TRUSTEE(S)
GUARDlAN/CONSERV ATOR
OTHER ______________ _
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
01203 0001/805677.1
DESCRIPTION OF ATTACHED DOCUMENT
TITLE OR TYPE OF DOCUMENT
NUMBER OF PAGES
DATE OF DOCUMENT
SIGNER(S) OTHER THAN NAMED ABOVE
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DocuSign Envelope ID: 91A2FF2E-4769-426A-B494-0619437988C9
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed
the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On ____ , 2022 before me, _______ , personally appeared _______ , proved to me on
the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature( s) on the instrument the person(s ), or the entity upon behalf of which the person(s) acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is
true and correct.
WITNESS my hand and official seal.
Signature:---------------~
OPTIONAL
Though the data below is not required hy lnw, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form.
CAPACITY CLAIMED BY SIGNER
0 INDIVIDUAL
0 CORPORATE OFFICER
□ □ □ □ □ □
TITLE(S)
PARTNER(S) 0 LIMITED
GENERAL
ATTORNEY-IN-FACT
TRUSTEE(S)
GUARDIAN/CONSERVATOR
OTHER -------------
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
DESCRIPTION OF ATTACHED DOCUMENT
TITLE OR TYPE OF DOCUMENT
NUMBER OF PAGES
DATE OF DOCUMENT
SIGNER(S) OTHER THAN NAMED ABOVE
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DocuSign Envelope ID: 91A2FF2E-4769-426A-B494-0619437988C9
EXHIBIT "A"
SCOPE OF SERVICES
I. Consultant will provide professional television production services, as more fully
detailed below. Consultant has been selected to provide services of a certain nature
which will be readily available for a fixed rate when needed. Unless specifically
defined, each category or type of work listed below shall be construed broadly to
include all services customarily described under such category or type.
A. Filming, editing and delivering finished television programming/projects to the
RPVTv Station Manager in a timely manner.
B. Reserving and checking out equipment for television productions.
C. Setting up dates and time of productions and use of RPVTv resources, in
coordination with the RPVTv Station Manager and other RPVTv staff, producers,
interns and volunteers.
D. Providing instruction to interns and volunteers.
E. Maintaining a communication portal for RPVTv to the general public and residents
of the Peninsula.
F. Assisting in special RPVTv projects as needed by the City, as needed by the City
Manager and/or RPVTv Station Manager.
G. Consulting with the City as needed to finalize RPVTv productions.
II. As part of the Services, Consultant will prepare and deliver the following tangible
work products to the City:
A. Final, edited television programs.
III. Consultant shall be responsible for providing all supplies, except that Consultant may
utilize the City's production equipment to film, produce and edit television programs
produced for RPVTv.
IV. Work Request Procedure
A. Each task to be performed shall be set forth in a written request ("Request")
produced by the Contract Officer with a description of the work to be performed,
and the time desired for completion. All tasks shall be carried out in conformity
with all provisions of this Agreement.
B. Following receipt of the Request, Consultant shall prepare a "Task Proposal" that
includes the following components:
01203.0001/805677.I A-1
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DocuSign Envelope ID: 91A2FF2E-4769-426A-B494-0619437988C9
1. a written description of the requested task ("Task Description") including all
components and subtasks, and including any clarifications of the descriptions
provided in the Request;
11. the costs to perform the task ("Task Budget");
111. an explanation of how the cost was determined; and
1v. a schedule for completion of the task ("Task Completion Schedule"), including
a final completion date ("Task Completion Date").
C. Contract Officer shall approve, modify, or reject the Task Proposal in writing, and
issue a Notice to Proceed when a written agreement has been reached on the Task
Proposal.
D. The task shall be performed at a cost not exceeding the Task Budget.
E. Consultant shall complete the task and deliver all deliverables to Contract Officer
by the Task Completion Date and in accordance with the Task Completion
Schedule.
V. Consultant acknowledges that the City has no obligation to request work from
Consultant under this Agreement. The City may establish a rotation schedule with
multiple consultants, and may seek competing Task Proposals.
VI. In addition to the requirements of Section 6.2, during performance of the Services,
Consultant will keep the City appraised of the status of performance by delivering
the following status reports:
A. Consultant shall provide to the City a weekly written summary of progress on all
approved Task Proposals for services lasting longer than one week.
VII. All work product is subject to review and acceptance by the City, and must be revised
by Consultant without additional charge to the City until found satisfactory and
accepted by the City.
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DocuSign Envelope ID: 91A2FF2E-4769-426A-B494-0619437988C9
EXHIBIT "B"
SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
Added text indicated in bol<I italics, deleted text indicated in strikethroagh.
[INTENTIONALLY LEFT BLANK]
OJ 203.00011805677.1 B-1
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DocuSign Envelope ID: 91A2FF2E-4769-426A-B494-0619437988C9
EXHIBIT "C"
SCHEDULE OF COMPENSATION
I. Consultant shall perform the following professional services at the following rates:
• Scheduled Video Coverage/Programming -$62 per hour for the first 8 hours within
a 24-hour period, and $75 per hour for every HOUR BEYOND 8 HOURS IN A 24-
HOUR PERIOD
• Non-Emergency Phone or Remote Consulting Services -$62 per hour
• Emergency and After-Hours Consulting Services -$75 per hour
A. Mileage: There will be no charge for mileage to/ from City Hall, with the exception
of immediately after filming for the purpose of dropping off equipment or footage,
or editing after filming. Mileage to other locations at the standard IRS rate.
B. Telephone calls: no charge unless it is a phone consult exceeding 15 minutes
C. Postage: no charge.
D. Overnight delivery: at cost.
II. Within the budgeted amounts for each task in the Task Budget, and with the approval
of the Contract Officer, funds may be shifted from one Task sub budget to another so
long as the Task Budget is not exceeded.
III. The City will compensate Consultant for the Services performed upon submission of
a valid invoice. Each invoice shall be accompanied by all Task Proposal's for which
Consultant is requesting compensation. Each invoice is to include:
A. Line items for all personnel describing the work performed, the number of hours
worked, and the hourly rate.
B. Line items for all materials and equipment properly charged to the Services.
C. Line items for all other approved reimbursable expenses claimed, with supporting
documentation.
D. Line items for all approved sub-consultant labor, supplies, equipment, materials, and
travel properly charged to the Services.
IV. The total compensation for the Services under this Agreement shall not exceed the
amount provided in Section 2.1 of this Agreement.
01203.0001/805677. l C-1
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DocuSign Envelope ID: 91A2FF2E-4769-426A-B494-0619437988C9
EXHIBIT '"D"
SCHEDULE OF PERFORMANCE
I. Consultant shall complete each Task no later than the Task Completion Date set in
the Task Proposal and shall not receive additional compensation for work completed
after the Task Completion Date.
II. The Contract Officer may approve extensions for performance of the services in
accordance with Section 3.2.
01203 000 I /8056 77. l D-1
A-29
PROFESSIONAL SERVICES AGREEMENT
By and Between
CITY OF RANCHO PALOS VERDES
and
MARIA SERRAO
G
B-1
AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF RANCHO PALOS VERDES AND
MARIA SERRAO
THIS AGRE~~ENT FOR PROFESSIONAL SERVICES (herein "Agreement") is made
and entered into on-/1J}b.Ktf lt.J , 2022, by and between the CITY OF RANCHO
PALOS VERDES, a California municipal corporation ("City") and MARIA SERRAO, an
individual ("Consultant"). City and Consultant may be referred to, individually or collectively, as
"Party" or "Parties."
RECITALS
WHEREAS, the City desires to engage Consultant to produce its educational access
channel (Channel 33 RPVTv) and cable television programming.
WHEREAS, Consultant certifies she possesses the skills, experience, ability, background
and knowledge necessary to provide the services described in this Agreement on the terms and
conditions described herein.
WHEREAS, Consultant has served in this capacity for the City since in or about
February 2009 and has demonstrated to the City that she is qualified to perform these services on
behalf of the City.
WHEREAS, pursuant to the City's Municipal Code, the City has authority to enter into
and execute this Agreement.
WHEREAS, the Parties desire to formalize the selection of Consultant for performance
of those services defined and described particularly in Exhibit A 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
B-2
contemplated herein. Consultant shall at all times faithfully, competently and to the best of its
ability, experience and talent, perform all services described herein. Consultant covenants that it
shall follow the highest professional standards in performing the work and services required
hereunder and that all materials will be both of good quality as well as fit for the purpose
intended. For purposes of this Agreement, the phrase "highest professional standards" shall mean
those standards of practice recognized by one or more first-class firms performing similar work
under similar circumstances.
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, rule's, 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 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.
B-3
(c) Penalty for Failure to Pay Prevailing Wages. Consultant shall comply with
and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment
of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The
Consultant shall, as a penalty to the City, forfeit $200 (two hundred dollars) for each calendar
day, or portion thereof, for each worker paid less than the prevailing rates as determined by the
DIR for the work or craft in which the worker is employed for any public work done pursuant to
this Agreement by Consultant or by any subcontractor.
( 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 recor<ls an<l verify such recor<ls 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 ex:cess
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 1 ½
(one and one half) times the basic rate of pay.
(h) Workers' Compensation. California Labor Code Sections 1860 and 3 700
provide that every employer will be required to secure the payment of compensation to its
employees if it has employees. In accordance with the provisions of California Labor Code
Section 1861, Consultant certifies as follows:
"I am aware of the provisions of Section 3 700 of the Labor Code which require
every employer to be insured against liability for workers' compensation or to
B-4
undertake self-insurance in accordance with the provisions of that code, and I will
comply with such provisions before commencing the performance of the work of
this contract."
Consultant's Authorized Initials ----
(i) Consultant's Responsibility for Subcontractors. For every subcontractor
who will perform work under this Agreement,, Consultant shall be responsible for such
subcontractor's compliance with Division 2, Part 7, Chapter 1 (commencing with Section 1720)
of the California Labor Code, and shall make such compliance a requirement in any contract
with any subcontractor for work under this Agreement. Consultant shall be required to take all
actions necessary to enforce such contractual provisions and ensure subcontractor's compliance,
including without limitation, conducting a review of the certified payroll records of the
subcontractor on a periodic basis or upon becoming aware of the failure of the subcontractor to
pay his or her workers the specified prevailing rate of wages. Consultant shall diligently take
corrective action to halt or rectify any such failure by any subcontractor.
1.5 Licenses, Permits, Fees and Assessments.
Consultant shall obtain at its sole cost and expense such licenses, permits and approvals
as may be required by law for the performance of the services required by this Agreement.
Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus
applicable penalties and interest, which may be imposed by law and arise from or are necessary
for the Consultant's performance of the services required by this Agreement, and shall
indemnify, defend and hold harmless City, its officers, employees or agents of City, against any
such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City
hereunder.
1.6 Familiarity with Work.
By executing this Agreement, Consultant warrants that Consultant (i) has thoroughly
investigated and considered the scope of services to be performed, (ii) has carefully considered
how the services should be performed, and (iii) fully understands the facilities, difficulties and
restrictions attending performance of the services under this Agreement. If the services involve
work upon any site, Consultant warrants that Consultant has or will investigate the site and is or
will be fully acquainted with the conditions there existing, prior to commencement of services
hereunder. Should the Consultant discover any latent or unknown conditions, which will
materially affect the performance of the services hereunder, Consultant shall immediately inform
the City of such fact and shall not proceed except at Consultant's risk until written instructions
are received from the Contract Officer in the form of a Change Order.
1.7 Care of Work.
The Consultant shall adopt reasonable methods during the life of the Agreement to
furnish continuous protection to the work, and the equipment, materials, papers, documents,
plans, studies and/or other components thereof to prevent losses or damages, and shall be
B-5
responsible for all s.uch damages, to persons or property, until acceptance of the work by City,
except such losses or damages as may be caused by City's own negligence.
1.8 Further Responsibilities of Parties.
Both parties agree to use reasonable care and diligence to perform their respective
obligations under this Agreement. Both parties agree to act in good faith to execute all
instruments, prepare all documents and take all actions as may be reasonably necessary to carry
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.
B-6
ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.
2.1 Contract Sum.
Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the
amounts specified in the "Schedule of Compensation" attached hereto as Exhibit "C" and
incorporated herein by this reference. The total compensation, including reimbursement for
actual expenses, shall not exceed $138,000 (One Hundred Thirty-Eight Thousand Dollars)
(the "Contract Sum"), unless additional compensation is approved pursuant to Section 1.9.
2.2 Method of Compensation.
The method of compensation may include: (i) a lump sum payment upon completion; (ii)
payment in accordance with specified tasks or the percentage of completion of the services; (iii)
payment for time and materials based upon the Consultant's rates as specified in the Schedule of
Compensation, provided that (a) time estimates are provided for the performance of sub tasks,
and (b) the Contract Sum is not exceeded; or (iv) such other methods as may be specified in the
Schedule of Compensation.
2.3 Reimbursable Expenses.
Compensation may include reimbursement for actual and necessary expenditures for
reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in
advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5,
and only if specified in the Schedule of Compensation. The Contract Sum shall include the
attendance of Consultant at all project meetings reasonably deemed necessary by the City.
Coordination of the performance of the work with City is a critical component of the services. If
Consultant is required to attend additional meetings to facilitate such coordination, Consultant
shall not be entitled to any additional compensation for attending said meetings.
2.4 Invoices.
Each month Consultant shall furnish to City an original invoice, using the City template,
or in a format acceptable to the City, for all work performed and expenses incurred during the
preceding month in a form approved by City's Director of Finance. By submitting an invoice for
payment under this Agreement, Consultant is certifying compliance with all provisions of the
Agreement. The invoice shall detail charges for all necessary and actual expenses by the
following categories: labor (by sub-category), travel, materials, equipment, supplies, and sub-
contractor contracts. Sub-contractor charges shall also be detailed by such categories. Consultant
shall not invoice City for any duplicate services performed by more than one person.
City shall independently review each invoice submitted by the Consultant to determine
whether the work performed and expenses incurred are in compliance with the provisions of this
Agreement. Except as to any charges for work performed or expenses incurred by Consultant
which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause
Consultant to be paid within 45 (forty-five) days of receipt of Consultant's correct and
undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run
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procedures, the City cannot guarantee that payment will occur within this time period. In the
event any charges or expenses are disputed by City, the original invoice shall be returned by City
to Consultant for correction and resubmission. Review and payment by City for any invoice
provided by the Consultant shall not constitute a waiver of any rights or remedies provided
herein or any applicable law.
2.5 Waiver.
Payment to Consultant for work performed pursuant to this Agreement shall not be
deemed to waive any defects in work performed by Consultant.
ARTICLE 3. PERFORMANCE SCHEDULE
3.1 Time of Essence.
Time is of the essence in the performance of this Agreement.
3.2 Schedule of Performance.
Consultant shall commence the services pursuant to this Agreement upon receipt of a
written notice to proceed and shall perform all services within the time period(s) established in
the "Schedule of Performance" attached hereto as Exhibit "D" and incorporated herein by this
reference. When requested by the Consultant, extensions to the time period(s) specified in the
Schedule of Performance may be approved in writing by the Contract Officer through a Change
Order, but not exceeding 90 (ninety) days cumulatively.
3.3 Force Maieure.
The time period(s) specified in the Schedule of Performance for performance of the
services rendered pursuant to this Agreement shall be extended because of any delays due to
unforeseeable causes beyond the control and without the fault or negligence of the Consultant,
including, but not restricted to, acts of God or of the public enemy, unusually severe weather,
fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes,
wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant
shall within 10 (ten) days of the commencement of such delay notify the Contract Officer in
writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of
delay, and extend the time for performing the services for the period of the enforced delay when
and if in the judgment of the Contract Officer such delay is justified. The Contract Officer's
determination shall be final and conclusive upon the parties to this Agreement. In no event shall
Consultant be entitled to recover damages against the City for any delay in the performance of
this Agreement, however caused, Consultant's sole remedy being extension of the Agreement
pursuant to this Section.
3.4 Term.
Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement
shall continue in full force and effect until completion of the services but not exceeding three (3)
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years from the date hereof, except as otherwise provided m the Schedule of Performance
(Exhibit "D").
ARTICLE 4. COORDINATION OF WORK
4.1 Representatives and Personnel of Consultant.
The following principals of Consultant ("Principals") are hereby designated as being the
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:
Maria Serrao
(Name)
T 4e.ul ~ r;,._ {ro oll1. cfllf/2.€Po IZTEfl
(Title)
It is expressly understood that the experience, knowledge, capability and reputation of the
foregoing principals were a substantial inducement for City to enter into this Agreement.
Therefore, the foregoing principals shall be responsible during the term of this Agreement for
directing all activities of Consultant and devoting sufficient time to personally supervise the
services hereunder. All personnel of Consultant, and any authorized agents, shall at all times be
under the exclusive direction and control of the Principals. For purposes of this Agreement, the
foregoing Principals may not be replaced nor may their responsibilities be substantially reduced
by Consultant without the express written approval of City. Additionally, Consultant shall utilize
only the personnel included in the Proposal to perform services pursuant to this Agreement.
Consultant shall make every reasonable effort to maintain the stability and continuity of
Consultant's staff and subcontractors, if any, assigned to perform the services required under this
Agreement. Consultant shall notify City of any changes in Consultant's staff and subcontractors,
if any, assigned to perform the services required under this Agreement, prior to and during any
such performance. City shall have the right to approve or reject any proposed replacement
personnel, which approval shall not be unreasonably withheld.
4.2 Status of Consultant.
Consultant shall have no authority to bind City in any manner, or to incur any obligation,
debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless
such authority is expressly conferred under this Agreement or is otherwise expressly conferred in
writing by City. Consultant shall not at any time or in any manner represent that Consultant or
any of Consultant's officers, employees, or agents are in any manner officials, officers,
employees or agents of City. Neither Consultant, nor any of Consultant's officers, employees or
agents, shall obtain any rights to retirement, health care or any other benefits which may
otherwise accrue to City's employees. Consultant expressly waives any claim Consultant may
have to any such rights.
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4.3 Contract Officer.
The Contract Officer shall be Karina Banales or such person as may be designated by the
City Manager. It shall be the Consultant's responsibility to assure that the Contract Officer is
kept informed of the progress of the performance of the services and the Consultant shall refer
any decisions which must be made by City to the Contract Officer. Unless otherwise specified
herein, any approval of City required hereunder shall mean the approval of the Contract Officer.
The Contract Officer shall have authority, if specified in writing by the City Manager, to sign all
documents on behalf of the City required hereunder to carry out the terms of this Agreement.
4.4 Independent Consultant.
Neither the City nor any of its employees shall have any control over the manner, mode
or means by which Consultant, its agents or employees, perform the services required herein,
except as otherwise set forth herein. City shall have no voice in the selection, discharge,
supervision or control of Consultant's employees, servants, representatives or agents, or in fixing
their number, compensation or hours of service. Consultant shall perform all services required
herein as an independent contractor of City and shall remain at all times as to City a wholly
independent contractor with only such obligations as are consistent with that role. Consultant
shall not at any time or in any manner represent that it or any of its agents or employees are
agents or employees of City. City shall not in any way or for any purpose become or be deemed
to be a partner of Consultant in its business or otherwise or a joint venturer or a member of any
joint enterprise with Consultant.
4.5 Prohibition Against Subcontracting or Assignment.
The experience, knowledge, capability and reputation of Consultant, its principals and
employees were a substantial inducement for the City to enter into this Agreement. Therefore,
Consultant shall not contract with any other entity to perform in whole or in part the services
required hereunder without the express written approval of the City; all subcontractors included
in the Proposal are deemed approved. In addition, neither this Agreement nor any interest herein
may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation
of law, whether for the benefit of creditors or otherwise, without the prior written approval of
City. Transfers restricted hereunder shall include the transfer to any person or group of persons
acting in concert of more 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.
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
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expense during the term of this Agreement, policies of insurance of the type and amounts
described below and in a form satisfactory to City.
(a) General liability insurance. Consultant shall maintain commercial general
liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01,
in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily
injury, personal injury, and property damage. The policy must include contractual liability that
has not been amended. Any endorsement restricting standard ISO "insured contract" language
will not be accepted.
(b) Automobile liability insurance. Consultant shall maintain automobile
insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury
and property damage for all activities of the Consultant arising out of or in connection with
Services to be performed under this Agreement, including coverage for any owned, hired, non-
owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each
accident.
(c) Professional liability (errors & omissions) insurance. Consultant shall
maintain professional liability insurance that covers the Services to be performed in connection
with this Agreement, in the minimum amount of $1,000,000 per claim and in the aggregate. Any
policy inception date, continuity date, or retroactive date must be before the effective date. of this
Agreement and Consultant agrees to maintain continuous coverage through a period no less than
three (3) years after completion of the services required by this Agreement.
(d) Workers' compensation insurance. Consultant shall maintain Workers'
Compensation Insurance (Statutory Limits) and Employer's Liability Insurance (with limits of at
least $1,000,000).
(e) Subcontractors. Consultant shall include all subcontractors as insureds
under its policies or shall furnish separate certificates and certified endorsements for each
subcontractor. All coverages for subcontractors shall include all of the requirements stated
herein.
(f) Additional Insurance. Policies of such other insurance, as may be required
in the Special Requirements in Exhibit "B".
5.2 General Insurance Requirements.
(a) Proof of insurance. Consultant shall provide certificates of insurance to
City as evidence of the insurance coverage required herein, along with a waiver of subrogation
endorsement for workers' compensation. Insurance certificates and endorsements must be
approved by City's Risk Manager prior to commencement of performance. Current certification
of insurance shall be kept on file with City at all times during the term of this Agreement. City
reserves the right to require complete, certified copies of all required insurance policies, at any
time.
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(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-
contributo1y basis for the bt:nefit 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 providin·g insurance evidence in compliance with these specifications to
waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery
against City, and shall require similar written express waivers and insurance clauses from each of
its subconsultants.
(g) Enforcement of contract prov1s1ons (non-estoppel). Consultant
acknowledges and agrees that any actual or alleged failure on the part of the City to inform
Consultant of non-compliance with any requirement imposes no additional obligations on the
City nor does it waive any rights hereunder.
(h) Requirements not limiting. Requirements of specific coverage features or
limits contained in this section are not intended as a limitation on coverage, limits or other
requirements, or a waiver of any coverage normally provided by any insurance. Specific
reference to a given coverage feature is for purposes of clarification only as it pertains to a given
issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other
coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums
shown above, the City requires and shall be entitled to coverage for the higher limits maintained
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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 involve.d in
the project by Consultant, provide the same minimum insurance coverage and endorsements
required of Consultant. Consultant agrees to monitor and review all such coverage and assumes
all responsibility for ensuring that such coverage is provided in conformity with the requirements
of this section. Consultant agrees that upon request, all agreements with consultants,
subcontractors, and others engaged in the project will be submitted to City for review.
(n) Agency's right to revise specifications. The City reserves the right at any
time during the term of the contract to change the amounts and types of insurance required by
giving the Consultant 90 (ninety) days advance written notice of such change. If such change
results in substantial additional cost to the Consultant, the City and Consultant may renegotiate
Consultant's compensation.
( o) Self-insured retentions. Any self-insured retentions must be declared to
and approved by City. City reserves the right to require that self-insured retentions be eliminated,
lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these
specifications unless approved by City.
(p) Timely notice of claims. Consultant shall give City prompt and timely
notice of claims made or suits instituted that arise out of or result from Consultant's performance
under this Agreement, and that involve or may involve coverage under any of the required
liability policies.
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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 or
entity for which Consultant is legally liable ("indemnitors"), or arising from Consultant's or
indemnitors' reckless or willful misconduct, or arising from Consultant's or indemnitors'
negligent performance of or failure to perform any term, provision, covenant or condition of this
Agreement, and in connection therewith:
(a) Consultant will defend any action or actions filed in connection with any
of said claims or liabilities and will pay all costs and expenses, including legal costs and
attorneys' fees incurred in connection therewith;
(b) Consultant will promptly pay any judgment rendered against the City, its
officers, agents or employees for any such claims or liabilities arising out of or in connection
with the negligent performance of or failure to perform such work, operations or activities of
Consultant hereunder; and Consultant agrees to save and hold the City, its officers, agents, and
employees harmless therefrom;
(c) In the event the City, its officers, agents or employees is made a party to
any action or proceeding filed or prosecuted against Consultant for such damages or other claims
arising out of or in connection with the negligent performance of or failure to perform the work,
operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers,
agents or employees, any and all costs and expenses incurred by the City, its officers, agents or
employees in such action or proceeding, including but not limited to, legal costs and attorneys'
fees.
Consultant shall incorporate similar indemnity agreements with its subcontractors and if
it fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and
failure of City to monitor compliance with these provisions shall not be a waiver hereof. This
indemnification includes claims or liabilities arising from any negligent or wrongful act, error or
omission, or reckless or willful misconduct of Consultant in the performance of professional
services hereunder. The provisions of this Section do not apply to claims or liabilities occurring
as a result of City's sole negligence or willful acts or omissions, but, to the fullest extent
permitted by law, shall apply to claims and liabilities resulting in part from City's negligence,
except that design professionals' indemnity hereunder shall be limited to claims and liabilities
arising out of the negligence, recklessness or willful misconduct of the design professional. The
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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 accordanc,e with generally accepted accounting principles and shall be complete
and detailed. The Contract Officer shall have full and free access to such books and records at all
times during normal business hours of City, including the right to inspect, copy, audit and make
records and transcripts from such records. Such records shall be maintained for a period of three
(3) years following completion of the services hereunder, and the City shall have access to such
records in the event any audit is required. In the event of dissolution of Consultant's business,
custody of the books and records may be given to City, and access shall be provided by
Consultant's successor in interest. Notwithstanding the above, the Consultant shall fully
cooperate with the City in providing access to the books and records if a public records request is
made and disclosure is required by law including but not limited to the California Public Records
Act.
6.2 Reports.
Consultant shall periodically prepare and submit to the Contract Officer such reports
concerning the performance of the services required by this Agreement as the Contract Officer
shall require. Consultant hereby acknowledges that the City is greatly concerned about the cost
of work and services to be performed pursuant to this Agreement. For this reason, Consultant
agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that
may or will materially increase or decrease the cost of the work or services contemplated herein
or, if Consultant is providing design services, the cost of the project being designed, Consultant
shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the
estimated increased or decreased cost related thereto and, if Consultant is providing design
services, the estimated increased or decreased cost estimate for the project being designed.
6.3 Ownership of Documents.
All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes,
computer files, reports, records, documents and other materials (the "documents and materials")
prepared by Consultant, its employees, subcontractors and agents in the performance of this
Agreement shall be the property of City and shall be delivered to City upon request of the
Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim
for further employment or additional compensation as a result of the exercise by City of its full
rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any
use, reuse or assignment of such completed documents for other projects and/or use of
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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.
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
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instituted in the Superior Court of the County of Los Angeles, State of California, or any other
appropriate court in such county, and Consultant covenants and agrees to submit to the personal
jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District
Court, venue shall lie exclusively in the Central District of California, in the County of Los
Angeles, State of California.
7.2 Disputes; Default.
In the event that Consultant is in default under the terms of this Agreement, the City shall
not have any obligation or duty to continue compensating Consultant for any work performed
after the date of default. Instead, the City may give notice to Consultant of the default and the
reasons for the default. The notice shall include the timeframe in which Consultant may cure the
default. This timeframe is 15 (fifteen) days, but may be extended, though not reduced, if
circumstances warrant. During the period of time that Consultant is in default, the City shall hold
all invoices and shall, when the default is cured, proceed with payment on the invoices. In the
alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding
invoices during the period of default. If Consultant does not cure the default, the City may take
necessary steps to terminate this Agreement under this Article. Any failure on the part of the City
to give notice of the Consultant's default shall not be deemed to result in a waiver of the City's
legal rights or any rights arising out of any provision of this Agreement.
7.3 Retention of Funds.
Consultant hereby authorizes City to deduct from any amount payable to Consultant
(whether or not arising out of this Agreement) (i) any amounts the payment of which may be in
dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or
damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by
reason of Consultant's acts or omissions in performing or failing to perform Consultant's
obligation under this Agreement. In the event that any claim is made by a third party, the amount
or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear
to be the basis for a claim of lien, City may withhold from any payment due, without liability for
interest because of such withholding, an amount sufficient to cover such claim. The failure of
City to exercise such right to deduct or to withhold shall not, however, affect the obligations of
the Consultant to insure, indemnify, and protect City as elsewhere provided herein.
7.4 Waiver.
Waiver by any party to this Agreement of any term, condition, or covenant of this
Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any
party of any breach of the provisions of this Agreement shall not constitute a waiver of any other
provision or a waiver of any subsequent breach or violation of any provision of this Agreement.
Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of
the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by
a non-defaulting party on any default shall impair such right or remedy or be construed as a
waiver. Any waiver by either party of any default must be in writing and shall not be a waiver of
any other default concerning the same or any other provision of this Agreement.
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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 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 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.
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7.9 Attorneys' Fees.
If either party to this Agreement is required to initiate or defend or made a party to any
action or proceeding in any way connected with this Agreement, the prevailing party in such
action or proceeding, in addition to any other relief which may be granted, whether legal or
equitable, shall be entitled to reasonable attorney's fees. Attorney's fees shall include attorney's
fees on any appeal, and in addition a party entitled to attorney's fees shall be entitled to all other
reasonable costs for investigating such action, taking depositions and discovery and all other
necessary costs the court allows which are incurred in such litigation. All such fees shall be
deemed to have accrued on commencement of such action and shall be enforceable whether or
not such action is prosecuted to judgment.
ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
8.1 Non-liability of City Officers and Employees.
No officer or employee of the City shall be personally liable to the Consultant, or any
successor in interest, in the event of any default or breach by the City or for any amount which
may become due to the Consultant or to its successor, or for breach of any obligation of the
terms of this Agreement.
8.2 Conflict of Interest.
Consultant covenants that neither it, nor any officer or principal of its firm, has or shall
acquire any interest, directly or indirectly, which would conflict in any manner with the interests
of City or which would in any way hinder Consultant's performance of services under this
Agreement. Consultant further covenants that in the performance of this Agreement, no person
having any such interest shall be employed by it as an officer, employee, agent or subcontractor
without the express written consent of the Contract Officer. Consultant agrees to at all times
avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City
in the performance of this Agreement.
No officer or employee of the City shall have any financial interest, direct or indirect, in
this Agreement nor shall any such officer or employee participate in any decision relating to the
Agreement which affects her/his financial interest or the financial interest of any corporation,
partnership or association in which (s)he is, directly or indirectly, interested, in violation of any
State statute or regulation. The Consultant warrants that it has not paid or given and will not pay
or give any third party any money or other consideration for obtaining this Agreement.
8.3 Covenant Against Discrimination.
Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons
claiming under or through them, that there shall be no discrimination against or segregation of,
any person or group of persons on account of race, color, creed, religion, sex, gender, sexual
orientation, marital status, national origin, ancestry or other protected class in the performance of
this Agreement. Consultant shall take affirmative action to insure that applicants are employed
and that employees are treated during employment without regard to their race, color, creed,
B-19
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
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
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
B-20
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 Severa bility.
In the event that any one or more of the phrases, sentences, clauses, paragraphs, or
sections contained in this Agreement shall be declared invalid or unenforceable by a valid
judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall
not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this
Agreement which are hereby declared as severable and shall be interpreted to carry out the intent
of the parties hereunder unless the invalid provision is so material that its invalidity deprives
either party of the basic benefit of their bargain or renders this Agreement meaningless.
9.6 Warranty & Representation of Non-Collusion.
No official, officer, or employee of City has any financial interest, direct or indirect, in
this Agreement, nor shall any official, officer, or employee of City participate in any decision
relating to this Agreement which may affect his/her financial interest or the financial interest of
any corporation, partnership, or association in which (s)he is directly or indirectly interested, or
in violation of any corporation, partnership, or association in which (s)he is directly or indirectly
interested, or in violation of any State or municipal statute or regulation. The determination of
"financial interest" shall be consistent with State law and shall not include interests found to be
"remote" or "noninterests" pursuant to Government Code Sections 1091 or 1091.5. Consultant
warrants and represents that it has not paid or given, and will not pay or give, to any third party
including, but not limited to, any City official, officer, or employee, any money, consideration,
or other thing of value as a result or consequence of obtaining or being awarded any agreement.
Consultant further warrants and represents that (s)he/it has not engaged in any act(s),
omission(s), or other conduct or collusion that would result in the payment of any money,
consideration, or other thing of value to any third party including, but not limited to, any City
official, officer, or employee, as a result of consequence of obtaining or being awarded any
agreement. Consultant is aware of and understands that any such act(s), omission(s) or other
conduct resulting in such payment of money, consideration, or other thing of value will render
this Agreement void and of no force or effect.
Consultant's Authorized Initials 4
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]
B-21
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date and year first-above written.
ATTEST:
Teresa Takaoka, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
William W. Wynder, City Attorney
CITY:
CITY OF RANCHO PALOS VERDES, a
municipal corporation
David L. Bradley, Mayor
CONSULTANT:
MARIA SERRAO, an individual
By: ftbwb ~i:~~·~:·~ P~ c/.u_<LA_ I 14 {1:#/4
Address: 6"B'3'3
b)C,.,(,J/);
6CAJ...Joo~ ~-~ ia
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. CONSULT ANT'S
SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE
INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR
OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY.
B-22
EXHIBIT "A"
SCOPE OF SERVICES
°I. Consultant will provide professional television production services, as more fully
detailed below. Consultant has been selected to provide services of a certain nature
which will be readily available for a fixed rate when needed. Unless specifically
defined, each category or type of work listed below shall be construed broadly to
include all services customarily described under such category or type.
A. Creating, producing, editing and delivering finished television
programming/projects to the RPVTv Station Manager in a timely manner.
B. Reserving and checking out equipment for television productions.
C. Setting up dates and time of productions and use of RPVTv resources, in
coordination with the RPVTv Station Manager and other RPVTv staff, producers,
interns and volunteers.
D. Providing instruction to interns and volunteers.
E. Maintaining a communication portal for RPVTv to the general public and
residents of the Peninsula.
F. Assisting in special RPVTv projects as needed by the City, as needed by the City
Manager and/or RPVTv Station Manager.
G. Consulting with the City as needed to finalize RPVTv productions.
II. As part of the Services, Consultant will prepare and deliver the following tangible
work products to the City:
A. Final, edited television programs.
III. Consultant shall be responsible for providing all supplies, except that Consultant
may utilize the City's production equipment to film, produce and edit television
programs produced for RPVTv.
IV. Work Request Procedure
A. Each task to be performed shall be set forth in a written request ("Request")
produced by the Contract Officer with a description of the work to be performed,
and the time desired for completion. All tasks shall be carried out in conformity
with all provisions of this Agreement.
B. Following receipt of the Request, Consultant shall prepare a "Task Proposal" that
includes the following components:
01203 0001/805674 I A-1
B-23
1. a written description of the requested task ("Task Description'') including all
components and subtasks, and including any clarifications of the
descriptions provided in the Request;
11. the costs to perform the task ("Task Budget");
m. an explanation of how the cost was determined; and
1v. a schedule for completion of the task ("Task Completion Schedule"),
including a final completion date ("Task Completion Date").
C. Contract Officer shall approve, modify, or reject the Task Proposal in writing, and
issue a Notice to Proceed when a written agreement has been reached on the Task
Proposal.
D. The task shall be performed at a cost not exceeding the Task Budget.
E. Consultant shall complete the task and deliver all deliverables to Contract Officer
by the Task Completion· Date and in accordance with the Task Completion
Schedule.
V. Consultant acknowledges that the City has no obligation to request work from
Consultant under this Agreement. The City may establish a rotation schedule with
multiple consultants, and may seek competing Task Proposals.
VI. In addition to the requirements of Section 6.2, during performance of the Services,
Consultant will keep the City appraised of the status of performance by delivering
the following status reports:
A. Consultant shall provide to the City a weekly written summary of progress on all
approved Task Proposals for services lasting longer than one week.
VU. All work product is subject to review and acceptance by the City, and must be
revised by Consultant without additional charge to the City until found satisfactory
and accepted by the City.
01203 0001/805674 I A-2
B-24
EXHIBIT "B"
SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
Added text indicated in bold italics, deleted text indicated in strikethrough.
[INTENTIONALLY LEFT BLANK]
01203 0001/805674 I B-1
8-25
EXHIBIT "C"
SCHEDULE OF COMPENSATION
I. Consultant shall perform the following professional services at the following rates:
A. For the production of the shows "Around the Peninsula," "Playing the Field," and
"City Talk, Meet the Council," consultant shall be paid a flat fee not to exceed
$1,260 per show, which fee shall be approved by City's Contract Officer.
B. For the production of a special program consultant shall be paid a flat fee not to
exceed $1,470 per show, which fee shall he approved hy City's Contract Officer.
C. For the production of public services announcements, as requested by City's
Contract Officer, consultant shall be paid a flat fee not to exceed $400 per
announcement, which fee shall be approved by City's Contract Officer.
D. Except as noted above, for creating, producing, editing and filming original
content shows specifically for RPV consultant shall be paid $42.00 per hour, with
hours needed to create, produce, edit and film project to be approved by City's
Contract Officer.
E. Mileage: There will be no charge for mileage to/from City Hall. Mileage to other
locations at the standard IRS rate.
F. Telephone calls: no charge.
G. Postage: no charge.
H. Overnight delivery: at cost.
II. Within the budgeted amounts for each task in the Task Budget, and with the
approval of the Contract Officer, funds may be shifted from one Task subbudget to
another so long as the Task Budget is not exceeded.
III. The City will compensate Consultant for the Services performed upon submission of
a valid invoice. Each invoice shall be accompanied by all Task Proposal's for which
Consultant is requesting compensation. Each invoice is to include:
A. Line items for all personnel describing the work performed, the number of hours
worked, and the hourly rate.
B. Line items for all materials and equipment properly charged to the Services.
C. Line items for all other approved reimbursable expenses claimed, with supporting
documentation.
01203.0001/805674.l C-1
B-26
D. Line items for all approved sub-consultant labor, supplies, equipment, materials,
and travel properly charged to the Services.
IV. The total Task Budget for any work request under this Agreement shall not exceed
the Contract Sum provided in Section 2.1.
01203 0001/805674 I C-2
B-27
EXHIBIT "D"
SCHEDULE OF PERFORMANCE
I. Consultant shall complete each Task no later than the Task Completion Date set in
the Task Proposal and shall not receive additional compensation for work
completed after the Task Completion Date.
II. The Contract Officer may approve extensions for performance of the services in
accordance with Section 3.2.
01203 0001/805674 I D-1
8-28
From:
Sent:
To:
Cc:
Subject:
Attachments:
Jaehee Yoon
Tuesday, August 16, 2022 2: 15 PM
cc
Ara Mihranian; Ken Rukavina; CityClerk
Late Correspondence_SB 9 Ordinance
SB 9 Memo_Late Corr.pdf
Good afternoon Honorable Mayor and Council Members,
Please find attached late correspondence for the public hearing item tonight regarding SB 9 code amendments .
Staff has prepared a memo to clarify a provision included in the staff report pertaining to extreme slopes.
Should you have any questions, please contact me.
Thank you .
Sincerely,
Jaehee Yoon
Senior Planner
Community Development Department
City of Rancho Palos Verdes
www.rpvca.gov
(310) 544-5224
1
CITYOF
MEMORANDUM
RANCHO PALOS VERDES
TO: HONORABLE MAYOR & CITY COUNCIL MEMBERS
FROM: KEN RUKAVINA, PE, DIRECTOR OF COMMUNITY DEVELOPMENTl':JJc_
DATE: AUGUST 16, 2022
SUBJECT: LATE CORRESPONDENCE -CONSIDERATION AND POSSIBLE
ACTION TO AMEND CHAPTER 16.40 (URBAN LOT SPLITS),
CHAPTER 17.09 (SECOND UNITS AND TWO-UNIT
DEVELOPMENTS IN SINGLE-FAMILY ZONES) AND CHAPTER
17.96 (DEFINITIONS) OF THE RANCHO PALOS VERDES
MUNICIPAL CODE REGARDING URBAN LOT SPLITS AND
SECOND UNITS AND TWO-UNIT DEVELOPMENTS IN SINGLE-
FAMILY RESIDENTIAL ZONES (CASE NO. PLCA2022-0001)
T hi s late correspondence memo is to c larify proposed code language related to
construct ion on extreme slope. Spec ifi cal ly , Table No . 1 -Summary of Section
17. 09. 040 (Development standards) revisions of the Staff Report sha ll be revised to the
fo ll ow in g as highlighted below (new text in bold underline):
Tab le No . 1 -Summary of Section 17.09 .040 (Development standards) rev isions
Configuration Cl ari fi ed allowable config urat io ns of second unit and two-unit
deve lopments i n re lation to other dwell i no u nits
Size Cl ari fi ed that unrts are allowed up to 800 ft2 ,. except l1ots at
least 20 ,000 ft2 or la rger are allowed to have units up to
1 000 ft 2
Par king Cl arified parki ng requi reme nts are in add it ion to existing
spaces on th e parcel that can be enclosed or open ; included
requirement for replacement park i ng per text fo l lo w ing this
table
Decks Included a prov1ision to proh ibit above-grade decks over 6
inches in he iaht and roof decks and balcon i,es .
Gradling & Included grading regulations t hat al lows up to 200 yd 3 for
Extreme slop i ng lots and constructi on on extreme sl ope , both of which
slope wiill require geotechnical review and approval. A Variance
remains a r,equirement for const ruc tion on an extreme s lope
that exceeds the 200 vd3 Umit.
Dri veways Included provision to li mit c rea tion of additional driveways
reqardless of number of units
Enforcement Clarifi ed lim itation on enforcemen t of development and
des iq n standards in relation to the 800 ft 2 size limit
Memorandum
AUGUST 16 2022
In addition, the highlighted verbiage below in Attachment A -Draft Ordinance No ._
(redlined version) will be deleted to simplify the provision and avoid any
misinterpretation that a discretionary review (ex, Variance) will be required for a project
proposing to grade up to 200 yd 3 on extreme slope. This is due to the fact that SB 9 was
signed into law to allow for ministerial review, and by deleting the additional verbiage,
the City will be in a better position to comply with the intent of SB 9 and enforce an
ordinance defensible against state housing laws. It should be noted that this subsection
was drafted with the intent of providing an avenue to deny projects on extreme slopes
if the City 's geologist determines that the project will result in an adverse impact
regardless of the 200 yd 3 grading limitation; hence, encouraging development outside
of extreme slopes as much as possible and potentially reducing the amount of grading
required as well.
H. Extreme Slope. Applications , including the requ i red Vari ance pursuant to
Section 17.64 for second units and two-unit developments proposed to be buitt
on extreme slopes may be denied if the City's geolog i st determ i nes that the
proposed structure{s) will resul t i n a specific adverse impact, as defined in
Government Code Section 65589.5f d}(2). upon publ ic health and safety or the
physical envi ronment,. that cannot be sa ti sfactorily mitigated or avoi ded. As a
condition of approval of an arpplication for a second uni t or two -u nit
development on an extreme slope or whkh i nvolves grading to accommodate
the unit{s), th e appl icant shall submit a geological o r geotech nical stu dy
reasonably requi red by the City f or review and approval by the City's geologist .
Page 2
From:
Sent:
To:
Cc:
Subject:
April Sandell <hvybags@cox.net >
Tuesday , August 16, 2022 3:48 PM
CityClerk
CCAC ; Ara Mihranian; Jaehee Yoon ; Octavio Silva; Ken Rukavina ; Glenn Cornell;
rhrharpv@gmail .com
CC Aug . 16th Agenda/ Item 1
CAUTION: This email ori inated from outside of the Cit of Rancho Palos Verdes.
Dear Council Members and others,
Having just read the public comments on this item I thought to submit further input at this time.
SB 10 (Wiener) authorizes developments ministerially and
" invalidates/ CCR restrictions". Your clarification as to which state bill deals with the CCR's would be most
appreciated.
Thank you for your attention.
April L. Sandell
1 I
From: Teresa Takaoka
Sent:
To:
Tuesday, August 16, 2022 11 :41 AM
CityClerk
Subject:
Attachments:
FW: FW: RPV City Council Meeting August 16, 2022 Agenda item 4
RPVCC22816.pdf
Le
From: Katie Lozano <KatieL@rpvca.gov>
Sent: Tuesday, August 16, 2022 8:43 AM
To: Don Bell <dwbrpv@gmail.com>
Cc: CC <CC@rpvca.gov>
Subject: FW: RPV City Council Meeting August 16, 2022 Agenda item 4
Hello Mr. Bell,
Thank you for your email. It will be included as late correspondence for City Council Agenda Item #4 this evening.
Thank you,
Katie Lozano
Senior Administrative
Analyst
Recreation and Parks
Department
kati el@rpvca.gov
Phone -(310) 544-5267
City of Rancho Palos Verdes
30940 Hawthorne Blvd.
Rancho Palos Verdes, CA 90275
Website: www.rpvca.gov
. .. •
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1
City Council Meeting Tuesday August 16, 2022
Agenda Item 4 and similar comments regarding Staff
Dear Council Members
I remain challenged by the apparent reluctance of Rancho Palos Verdes Council's (Past and
Current) to actually manage City Staff.
If on a weekly basis your fundamental source of information concerning the well being of our
community is the Weekly City Manager Administrative Report; you are reading a glitzy highlight
reel of past history rather than reality of what will happen in the future. Do you have any idea
how much the creation of the Report is costing, how much Staff time is being consumed to
generate it, and how selective the contents might be? Is a 65 page compilation with graphics,
photos, and edited content essential to management? Why not initiate a cost saving idea to
only have the report generated once a month and have a staff alternative to spend time
working on proactive future improvements to the city?
You might want to consider a new reporting concept. Why not decide you prefer to read
monthly about the "to do list" priorities of each department, their actions planned with
completion dates, and the budgeted or estimated costs and obstacles to progress. You should
know what Staff is working on and how much it might cost. Past Councils allowed Ladera
Linda to morph into a vastly over designed and costly ($19 million) project that is long past
being properly directed.
One concern of mine is the content of the Staff report concerning Park Mobile. By
correspondence provided, it is apparent that some public is not happy with the project. The
Staff response to several of the communications includes the suggestions to pay to park or go
somewhere else that may have safety or crowding consequences.
However, the solution to the fundamental Del Cerro problem remains to control the number of
visitors into the Preserve properties and not to redirect them to other areas within the city.
Reservation systems to limit access to public space is simply a normal component of how we
live today. You should continue to think of Yosemite as an example of decisions made because
unlimited crowds are unaffordable and negatively impact enjoyment of the location.
Why does Rancho Palos Verdes staff continue to believe that increasing the number of visitors
is a great thing? I believe seeking maximum visitation is a detriment to those who live here,
continues to cause unnecessary expense, and is not a directive of any of the other
communities on the hill. Burgeoning visitation is a negative achievement.
In the case of responding to being directed to parking North of Crest, one member of the
public correctly noted that if they use Crenshaw it is higher speed, steep sloped, and unlined
for parking. I would think that at least an attempt could have been made (needs to be made)
by Staff to increase safety for the redirected visitors.
Since I regularly use the Crest/Crenshaw intersection, I suggest that better traffic control of the
Del Cerro visitors is often needed on weekends due to the number of vehicles and pedestrians
circulating in the late afternoon sunset periods.
You should insist that Staff measure accurately the size of the crowds in the Del Cerro area.
There is no tabulation of the visitors who choose to walk to Del Cerro Park rather than the
Preserve. You are seeing a significant undercount of the traffic based on the reports submitted
of only Preserve visitors for your agenda.
Another area of concern regarding redirection is the Ocean Trails Reserve. At minimum, you
should be aware of the visitation count of visitors to that Reserve at both entrances plus
Founders Park. In my opinion, visitation easily exceeds the number of visitors to Del Cerro
(particularly for weekend sunset viewing). Does staff even know how crowded Trump National
Drive and parking is on weekends, yet directs people to go there? Has anyone at Trump
National made comment about the visitation crowds impacting their parking or activities?
Do you think it appropriate to include a safety warning about Ocean Trails since my
observation of the Sheriff Monthly Crime Report data includes frequent notice of crime at both
Trump National Drive and La Rotunda Drive? Do you think it a good idea to direct visitors to
known problematic parking? Or should more effective warning signs be posted, add
monitored CCTV protection, ALR syslern for identity of potential bad actors or develop a
random human security presence?
I suggest that you ask Staff for a count of the number of missing or damaged above ground
plastic electric junction boxes in Founders Park. Are they even approved within any
underground electrical code? With an apparent critical need for walkway and parking lighting
at the new Ladera Linda Park, can you ask Staff to count the number of vandalized and
removed walkway lights at Founders Park? I find it interesting that at least half are gone and
Staff has not been motivated to replace them for many years. You should ask Staff for a plan
to replace them for the reasons that walkway lighting is critically needed at Ladera Linda Park.
Can you ask Staff for a date for replacement of two removed (more than two years ago) park
benches in the center of Founders Park? These benches should be providing the only
designed ocean view seating in the park. Since Ladera Linda Park is designed to offer superb
views for the public, shouldn't Founders Park be maintained to provide the designed ocean
views?
I live in a world where I am aware of the drought conditions we all face. Our water use is
reduced to two days a week and our grass lawn is beginning to suffer to the point it may have
to be replaced. Can you get an explanation about how the fiasco of the truckload (I saw it
being unloaded from a full flatbed) of sod at Forrestal and PVDS came about and how much
the city has to pay for its destruction? I do expect that a public explanation of the sod project
will be included soon by Staff as a Council Meeting Agenda Item You may consider a priority
to have a drought response plan enacted for the city. That may be more valuable to the
residents and our environment than the weekly report.
I continue to believe that Staff manages you, the City Council Members, with nuanced reports
and communication to move decisions that are not in the best interest of us, the voters.
Money is spent too freely on questionable projects and supports busy work for a staff of highly
compensated employees. Can the work product justify your head count?
One example would be to determine the total payroll and associated costs accumulated
attempting to resolve visitation at Del Cerro. The issue has been allowed to stretch for years
with no end in sight. Has it been millions? What has been spent on reports (any guess on the
number of pages generated on this subject?), social media consultants, busses, fences and
gates, parking space studies and costs, increased payroll costs, patrol vehicles and City
Council time? Staff opposed the reservation idea out of hand for it would not have been a
reason to continue their illusion of finding an alternate solution. Is there a barrier to figuring out
how to do anything easily or economically?
Don Bell
Ladera Linda
TO: HONORABLE MAYOR & CITY COUNCIL MEMBERS
FROM: CITY CLERK
DATE: AUGUST 15, 2022
SUBJECT: ADDITIONS/REVISIONS AND AMENDMENTS TO AGENDA
_____________________________________________________________________
Attached are revisions/additions and/or amendments to the agen da material received
through Monday afternoon for the Tuesday, August 16, 2022 City Council meeting:
Item No. Description of Material
H Attachment A (Marina Graphic Center Agreement)
1 Emails from: April Sandell; Del Cerro HOA Board; Rolling Hills Riviera
HOA Board; Mediterrania HOA Board; Portuguese Bend Community
Association Board; Glenn Cornell; Barry Rodgveller (Palos Verde Park
Place HOA); Jennifer Meza (Rancho Crest HOA Board)
3 Email exchange between Senior Administrative Analyst Lozano and
Mickey Rodich
4 Emails from: Don Bell; Del Cerro HOA Board
Respectfully submitted,
__________________
Teresa Takaoka
L:\LATE CORRESPONDENCE\2022\2022 Coversheets\20220816 additions revisions to agenda thru Monday.docx
From:
Sent:
To:
Cc:
Subject:
Matt Waters
Thursday, August 11, 2022 3:45 PM
cc
CityClerk
late correspondence for August 16 City Newsletter Item
Attachments: Late Correspondence Att A RPV -Marina Graphic PSA for Newsletters with Inserts
2022-23 -Copy.pdf
To Mayor Bradley and City Councilmembers:
Good afternoon. Attached is Attachment A for 8-16 CC Item H (contract services
agreement for the printing of the City's quarterly newsletter and recreation inserts) . It
will be included as part of late correspondence.
Sincerely,
Matt Waters
Senior Administrative Analyst
City of Rancho Palos Verdes
Recreation and Parks Department
30940 Hawthorne Blvd.
Rancho Palos Verdes, CA 90275
www.rpvca.gov
mattw@rpvca.gov -(310) 544-5218 p
1 /-/.
CONTRACT SERVICES AGREEMENT
By and Between
CITY OF RANCHO PALOS VERDES
and
MARINA GRAPHIC CENTER, INC.
1 A-1
AGREEMENT FOR CONTRACT SERVICES
BETWEEN THE CITY OF RANCHO PALOS VERDES AND
MARINA GRAPHIC CENTER, INC.
THIS AGREEMENT FOR CONTRACT SERVICES (herein "Agreement") is made and
entered into on August 16, 2022, by and between the CITY OF RANCHO PALOS VERDES,
a California municipal corporation ("City") and MARINA GRAPHIC CENTER, INC., a
California corporation ("Consultant"). City and Consultant may be referred to, individually or
collectively, as "Party" or "Parties."
RECITALS
A. City has sought, by issuance of a Request for Proposals, 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 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
01203.0001/807444. I
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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 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
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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 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 3 700 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 Authorized Initials ----
(i) Consultant's Responsibility for Subcontractors. For every subcontractor
who will perform work under this Agreement, Consultant shall be responsible for such
subcontractor's compliance with Division 2, Part 7, Chapter 1 ( commencing with Section 1720)
of the California Labor Code, and shall make such compliance a requirement in any contract
with any subcontractor for work under this Agreement. Consultant shall be required to take all
actions necessary to enforce such contractual provisions and ensure subcontractor's compliance,
including without limitation, conducting a review of the certified payroll records of the
subcontractor on a periodic basis or upon becoming aware of the failure of the subcontractor to
pay his or her workers the specified prevailing rate of wages. Consultant shall diligently take
corrective action to halt or rectify any such failure by any subcontractor.
1.5 Licenses, Permits, Fees and Assessments.
Consultant shall obtain at its sole cost and expense such licenses, permits and approvals
as may be required by law for the performance of the services required by this Agreement.
Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus
applicable penalties and interest, which may be imposed by law and arise from or are necessary
for the Consultant's performance of the services required by this Agreement, and shall
indemnify, defend and hold harmless City, its officers, employees or agents of City, against any
such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City
hereunder.
1.6 Familiarity with Work.
By executing this Agreement, Consultant warrants that Consultant (i) has thoroughly
investigated and considered the scope of services to be performed, (ii) has carefully considered
how the services should be performed, and (iii) fully understands the facilities, difficulties and
restrictions attending performance of the services under this Agreement. If the services involve
work upon any site, Consultant warrants that Consultant has or will investigate the site and is or
will be fully acquainted with the conditions there existing, prior to commencement of services
hereunder. Should the Consultant discover any latent or unknown conditions, which will
materially affect the performance of the services hereunder, Consultant shall immediately inform
the City of such fact and shall not proceed except at Consultant's risk until written instructions
are received from the Contract Officer in the form of a Change Order.
1.7 Care of Work.
The Consultant shall adopt reasonable methods during the life of the Agreement to
furnish continuous protection to the work, and the equipment, materials, papers, documents,
plans, studies and/or other components thereof to prevent losses or damages, and shall be
responsible for all such damages, to persons or property, until acceptance of the work by City,
except such losses or damages as may be caused by City's own negligence.
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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 $42,364 (Forty Two Thousand Three Hundred Sixty Four
Dollars) (the "Contract Sum"), unless additional compensation is approved pursuant to Section
1.9.
2.2 Method of Compensation.
The method of compensation may include: (i) a lump sum payment upon completion; (ii)
payment in accordance with specified tasks or the percentage of completion of the services; (iii)
payment for time and materials based upon the Consultant's rates as specified in the Schedule of
Compensation, provided that (a) time estimates are provided for the performance of sub tasks,
and (b) the Contract Sum is not exceeded; or (iv) such other methods as may be specified in the
Schedule of Compensation.
2.3 Reimbursable Expenses.
Compensation may include reimbursement for actual and necessary expenditures for
reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in
advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5,
and only if specified in the Schedule of Compensation. The Contract Sum shall include the
attendance of Consultant at all project meetings reasonably deemed necessary by the City.
Coordination of the performance of the work with City is a critical component of the services. If
Consultant is required to attend additional meetings to facilitate such coordination, Consultant
shall not be entitled to any additional compensation for attending said meetings.
2.4 Invoices.
Each month Consultant shall furnish to City an original invoice, using the City template,
or in a format acceptable to the City, for all work performed and expenses incurred during the
preceding month in a form approved by City's Director of Finance. By submitting an invoice for
payment under this Agreement, Consultant is certifying compliance with all provisions of the
Agreement. The invoice shall detail charges for all necessary and actual expenses by the
following categories: labor (by sub-category), travel, materials, equipment, supplies, and sub-
contractor contracts. Sub-contractor charges shall also be detailed by such categories. Consultant
shall not invoice City for any duplicate services performed by more than one person.
City shall independently review each invoice submitted by the Consultant to determine
whether the work performed and expenses incurred are in compliance with the provisions of this
Agreement. Except as to any charges for work performed or expenses incurred by Consultant
which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause
Consultant to be paid within 45 (forty-five) days of receipt of Consultant's correct and
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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
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 one (1)
year from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit
"D"). The City may, in its discretion, extend the Term by two additional one-year terms.
ARTICLE 4. COORDINATION OF WORK
4.1 Representatives and Personnel of Consultant.
The following principals of Consultant ("Principals") are hereby designated as being the
principals and representatives of Consultant authorized to act in its behalf with respect to the
work specified herein and make all decisions in connection therewith:
Paul Loughlin
(Name)
Peggy Chernoff
(Name)
Customer Service Representative
(Title)
Chief Executive Officer
(Title)
It is expressly understood that the experience, knowledge, capability and reputation of the
foregoing principals were a substantial inducement for City to enter into this Agreement.
Therefore, the foregoing principals shall be responsible during the term of this Agreement for
directing all activities of Consultant and devoting sufficient time to personally supervise the
services hereunder. All personnel of Consultant, and any authorized agents, shall at all times be
under the exclusive direction and control of the Principals. For purposes of this Agreement, the
foregoing Principals may not be replaced nor may their responsibilities be substantially reduced
by Consultant without the express written approval of City. Additionally, Consultant shall utilize
only the personnel included in the Proposal to perform services pursuant to this Agreement.
Consultant shall make every reasonable effort to maintain the stability and continuity of
Consultant's staff and subcontractors, if any, assigned to perform the services required under this
Agreement. Consultant shall notify City of any changes in Consultant's staff and subcontractors,
if any, assigned to perform the services required under this Agreement, prior to and during any
such performance. City shall have the right to approve or reject any proposed replacement
personnel, which approval shall not be unreasonably withheld.
4.2 Status of Consultant.
Consultant shall have no authority to bind City in any manner, or to incur any obligation,
debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless
such authority is expressly conferred under this Agreement or is otherwise expressly conferred in
writing by City. Consultant shall not at any time or in any manner represent that Consultant or
any of Consultant's officers, employees, or agents are in any manner officials, officers,
employees or agents of City. Neither Consultant, nor any of Consultant's officers, employees or
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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 Matt Waters, Senior Administrative Analyst, or such person
as may be designated by the City Manager. It shall be the Consultant's responsibility to assure
that the Contract Officer is kept informed of the progress of the performance of the services and
the Consultant shall refer any decisions which must be made by City to the Contract Officer.
Unless otherwise specified herein, any approval of City required hereunder shall mean the
approval of the Contract Officer. The Contract Officer shall have authority, if specified in
writing by the City Manager, to sign all documents on behalf of the City required hereunder to
carry out the terms of this Agreement.
4.4 Independent Consultant.
Neither the City nor any of its employees shall have any control over the manner, mode
or means by which Consultant, its agents or employees, perform the services required herein,
except as otherwise set forth herein. City shall have no voice in the selection, discharge,
supervision or control of Consultant's employees, servants, representatives or agents, or in fixing
their number, compensation or hours of service. Consultant shall perform all services required
herein as an independent contractor of City and shall remain at all times as to City a wholly
independent contractor with only such obligations as are consistent with that role. Consultant
shall not at any time or in any manner represent that it or any of its agents or employees are
agents or employees of City. City shall not in any way or for any purpose become or be deemed
to be a partner of Consultant in its business or otherwise or a joint venturer or a member of any
joint enterprise with Consultant.
4.5 Prohibition Against Subcontracting or Assignment.
The experience, knowledge, capability and reputation of Consultant, its principals and
employees were a substantial inducement for the City to enter into this Agreement. Therefore,
Consultant shall not contract with any other entity to perform in whole or in part the services
required hereunder without the express written approval of the City; all subcontractors included
in the Proposal are deemed approved. In addition, neither this Agreement nor any interest herein
may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation
of law, whether for the benefit of creditors or otherwise, without the prior written approval of
City. Transfers restricted hereunder shall include the transfer to any person or group of persons
acting in concert of more 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
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approved by City's Risk Manager prior to commencement of performance. Current ce1iification
of insurance shall be kept on file with City at all times during the term of this Agreement. City
reserves the right to require cumplele, ce1iified 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/noncontrihuting. 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 he 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 (11011-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
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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.
(i) 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.
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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
services hereunder. The provisions of this Section do not apply to claims or liabilities occurring
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as a result of City's sole negligence or willful acts or om1ss1ons, 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
Agreement shall be the property of City and shall be delivered to City upon request of the
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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.
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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
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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 uf lhis 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 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
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compensation herein stipulated (provided that the City shall use reasonable eff01is 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.
7.10 Liquidated Damages.
Since the determination of actual damages for any delay in performance of this
Agreement would be extremely difficult or impractical to determine in the event of a breach of
this Agreement, the Consultant and its sureties shall be liable, in addition to any liquidated
damages pursuant to paragraph 5.3(b) above, for and shall pay to the City the sum of $100 (One
Hundred Dollars) as liquidated damages for each working day of delay in the performance of any
service required hereunder, as specified in the Schedule of Performance (Exhibit "D"). The City
may withhold from any monies payable on account of services performed by the Consultant any
accrued liquidated damages.
Consultant shall not be assessed liquidated damages under the following circumstances:
Any delay approved by the Contract Officer pursuant to Section 3 .2 or pursuant to an
amendment to the Agreement approved by the City Council; or for any delay due to an event of
force majeure, pursuant to Section 3.3.
This section shall not be applicable to agreements for on-call services or to agreements
for scheduled routine maintenance of City property or City facilities.
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.
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8.2 Conflict of Interest.
Consultant covenants that neither it, nor any officer or principal of its firm, has or shall
acquire any interest, directly or indirectly, which would conflict in any manner with the interests
of City or which would in any way hinder Consultant's performance of services under this
Agreement. Consultant further covenants that in the performance of this Agreement, no person
having any such interest shall be employed by it as an officer, employee, agent or subcontractor
without the express written consent of the Contract Officer. Consultant agrees to at all times
avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City
in the performance of this Agreement.
No officer or employee of the City shall have any financial interest, direct or indirect, in
this Agreement nor shall any such officer or employee participate in any decision relating to the
Agreement which affects her/his financial interest or the financial interest of any corporation,
partnership or association in which (s)he is, directly or indirectly, interested, in violation of any
State statute or regulation. The Consultant warrants that it has not paid or given and will not pay
or give any third party any money or other consideration for obtaining this Agreement.
8.3 Covenant Against Discrimination.
Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons
claiming under or through them, that there shall be no discrimination against or segregation of,
any person or group of persons on account of race, color, creed, religion, sex, gender, sexual
orientation, marital status, national origin, ancestry or other protected class in the performance of
this Agreement. Consultant shall take affirmative action to insure that applicants are employed
and that employees are treated during employment without regard to their race, color, creed,
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
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Manager and to the attention of the Contract Officer (with her/his name and City title), City of
Rancho Palos Verdes, 30940 Hawthorne Blvd., Rancho Palos Verdes, California 90275 and in
the case of the Consultant, to the person(s) at the address designated on the execution page of
this Agreement. Either party may change its address by notifying the other party of the change of
address in writing. Notice shall be deemed communicated at the time personally delivered or in
seventy-two (72) hours from the time of mailing if mailed as provided in this Section.
9.2 Interpretation.
The terms of this Agreement shall be construed in accordance with the meaning of the
language used and shall not be construed for or against either party by reason of the authorship
of this Agreement or any other rule of construction which might otherwise apply.
9.3 Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed to be an
original, and such counterparts shall constitute one and the same instrument.
9.4 Integration; Amendment.
This Agreement including the attachments hereto is the entire, complete and exclusive
expression of the understanding of the parties. It is understood that there are no oral agreements
between the parties hereto affecting this Agreement and this Agreement supersedes and cancels
any and all previous negotiations, arrangements, agreements and understandings, if any, between
the parties, and none shall be used to interpret this Agreement. No amendment to or modification
of this Agreement shall be valid unless made in writing and approved by the Consultant and by
the City 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
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"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 nut paid or given, and will not pay or give, to any third party
including, but not limited to, any City official, officer, or employee, any money, consideration,
or other thing of value as a result or consequence of obtaining or being awarded any agreement.
Consultant further warrants and represents that (s)he/it has not engaged in any act(s),
omission(s), or other conduct or collusion that would result in the payment of any money,
consideration, or other thing of value to any third party including, but not limited to, any City
official, officer, or employee, as a result of consequence of obtaining or being awarded any
agreement. Consultant is aware of and understands that any such act(s), omission(s) or other
conduct resulting in such payment of money, consideration, or other thing of value will render
this Agreement void and of no force or effect.
Consultant's Authorized Initials ---
9.7 Corporate Authority.
The persons executing this Agreement on behalf of the parties hereto warrant that (i) such
party is duly organized and existing, (ii) they are duly authorized to execute and deliver this
Agreement on behalf of said party, (iii) by so executing this 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.
ATTEST:
Teresa Takaoka, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
William W. Wynder, City Attorney
CITY:
CITY OF RANCHO PALOS VERDES, a
municipal corporation
David L. Bradley, Mayor
CONSUL TANT:
MARINA GRAPHIC CENTER, INC., a California
corporation
By: ____________ _
Name: Peggy Chernoff
Title: Chief Executive Officer
By: ______________ _
Name: Paul Loughlin
Title: Customer Service Representative
Address: 12901 Cerise Avenue
Hawthorne, CA 90250
Two corporate officer signatures required when Consultant is a corporation, with one signature required
from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2)
Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULT ANT'S
SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTEST A TIO NS 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
A notary public or other officer completing this certificate verifies only the identity of the individual who signed
lhe document lo which this ce11ificate is attached, and not the truthfulness, accuracy or validity of that document.
ST A TE OF CALIFORNIA
COUNTY OF LOS ANGELES
On ____ , 2022 before me, _______ , personally appeared _______ , proved to me on
the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.
I ce11ify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is
true and correct.
WITNESS my hand and official seal.
Signature: _______________ _
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form
CAPACITY CLAIMED BY SIGNER
0 INDIVIDUAL
0 CORPORA TE OFFICER
□ □ □ □ □ □
TITLE(S)
PARTNER(S) 0 LIMITED
GENERAL
ATTORNEY-IN-FACT
TRUSTEE(S)
GUARDIAN/CONSERVATOR
OTHER -------------
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
DESCRIPTION OF ATTACHED DOCUMENT
TITLE OR TYPE OF DOCUMENT
NUMBER OF PAGES
DATE OF DOCUMENT
SIGNER(S) OTHER THAN NAMED ABOVE
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CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed
the document to which this ce1tificate is attached, and not the truthfulness, accuracy or validity of that document.
ST A TE OF CALIFORNIA
COUNTY OF LOS ANGELES
On ____ , 2022 before me, _______ , personally appeared _______ , proved to me on
the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrnment 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 behalfof 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)
LIMITED PARTNER(S) 0
GENERAL
ATTORNEY-IN-FACT
TRUSTEE(S)
GUARDIAN/CONSERVATOR
OTHER -------------
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
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 City Newsletter and City Recreation Inserts layout
and printing services:
A. Layout of four (4) quarterly City Newsletters and four (4) quarterly City
Recreation Inserts into printable format.
B. Printing of four (4) quaiierly City Newsletters and four (4) quarterly City
Recreation Inserts according to following specifications:
Newsletter Specifications
• Qty: 16,500, mail approx. 16,000, deliver 500 unmailed to City
• Size: 17 x 22, folded to 8.5 x 11
• Ink: 4/4 CMYK + AQ / -matte aqueous coating
• Paper: 80# Endurance Recycled Velvet book
• Full color proof, delivered to City:-Iris Position Proof-• Epson Color-Proof
• City to provide photos and word documents
• Consultant will provide print-ready PDF version of Newsletter
• Four quarterly editions (Fall, Winter, Spring, and Summer)
• Full color proof, delivered to City:-Iris Position Proof-Epson Color -Proof
Recreation Insert Page Specifications
• Insert for newsletter
• Final Size: 35 x 10 ½ folded to 8 ¾ x 10 ½
• Paper: 80# White Performance Gloss Book
• Presswork: 5/5 CMYK + QA/Same
• Finishing: Fold, inse1i into newsletter and 3 wafer seals
• Proofs: Iris position proof Epson Color Proof
• City will provide printer with print-ready, PDF version of insert
• Approximately 16,000 mailed, 500 delivered to City
C. Delivery of pre-sorted, bulk mail-ready City Newsletters and City Recreation
Inserts to City in the following format:
• Mailing: Cass NCOA, Presort, Inkjet & deliver to Post Office
• Bulk Rate using City permit
• Use mailing list for all City residences, no businesses and laser imprint as
required for Postal Presort Delivery
II. As part of the Services, Consultant will prepare and deliver the following tangible work
products to the City:
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A. Printable proof~ for Newsletters and Inserts for City review and approval
B. Delivery of a minimum of 500 Newsletters and 500 Inserts per edition to City
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. Respond to City requests for updates on printing/delivery schedule
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. Paul Loughlin
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EXHIBIT "B"
SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
Added text indicated in bold italics, deleted text indicated in strikethrough.
Section 7.10, Liquidated Damages, is amended to read:
Since the determination of actual damages for any delay in performance of this
Agreement would be extremely difficult or impractical to determine in the event of a breach of
this Agreement, the Consultant and its sureties shall be liable, in addition to any liquidated
damages pursuant to paragraph 5.3(b) above, for and shall pay to the City the sum of $100 (One
Hundred Dollars) as liquidated damages for each working day of delay in the performance of any
service required hereunder, as specified in the Schedule of Performance (Exhibit "D"). The City
may withhold from any monies payable on account of services performed by the Consultant any
accrued liquidated damages.
Consultant shall not be assessed liquidated damages under the following circumstances:
Any delay approved by the Contract Officer pursuant to Section 3.2 or pursuant to an
amendment to the Agreement approved by the City Council; or for any delay due to an event of
force majeure, pursuant to Section 3.3. Further, liquidated damages shall not be assessed in the
event of delays caused by printing supply shortages, provided Consultant requests in writing
the appropriate revisions to the Schedule of Performance, Exhibit "D", which revisions shall
not be unreasonably denied.
This section shall not be applicable to agreements for on-call services or to agreements for
scheduled routine maintenance of City property or City facilities.
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EXHIBIT "C"
SCHEDULE OF COMPENSATION
I. Consultant shall perform the following Services per edition (four (4) total editions) at
the following rates:
RATE TIME SUB-BUDGET
A. Layout of Newsletter and Rec $550 5 days $550
Insert Page/Edition
B. Printing of Newsletter and Rec $10,041 10 days $10,041
Insert Page/Edition
C. Delivery of pre-sorted, bulk $0 3 days $0
mail-ready Newsletters and
Inserts/Edition
TOTAL PER EDITION $10,591
TOTAL FOR FOUR (4) $42,364
EDITIONS
II. A retention of ten percent (10%) shall be held from each payment as a contract
retention to be paid as a part of the final payment upon satisfactory completion of
services.
NOT APPLICABLE.
III. Within the budgeted amounts for each Task, and with the approval of the Contract
Officer, funds may be shifted from one Task subbudget to another so long as the
Contract Sum is not exceeded per Section 2.1, unless Additional Services are
approved per Section 2.3.
IV. The City will compensate Consultant for the Services performed upon submission of
a valid invoice following the timely completion of each Newsletter. Each invoice is to
include, as applicable:
A. Itemization of taxable and non-taxable items, including number of newsletters.
B. Line items for all materials and equipment properly charged to the Services.
C. Line items for all other approved reimbursable expenses claimed, with supporting
documentation.
C-1
A-29
D. Line items for all approved subcontractor labor, supplies, equipment, materials,
and travel properly charged to the Services.
V. The total compensation for the Services shall not exceed the Contract Sum as
provided in Section 2.1 of this Agreement.
C-2
A-30
EXHIBIT "D"
SCHEDULE OF PERFORMANCE
I. Consultant shall perform all services timely in accordance with the following
schedule. The City is aware of the industry-wide-paper and ink supply shortages
that could potentially delay the production of the newsletter and the recreation
guide; as such, the Contract Officer will work with the Consultant to revise the
below schedule to accommodate such shortages as needed.
Fall Newsletter & Insert
A. Layout
B. Printing
C. Delivery
Winter Newsletter & Insert
A. Layout
B. Printing
C. Delivery
Spring Newsletter & Insert
A. Layout
B. Printing
C. Delivery
Summer Newsletter & Inserts
A. Layout
B. Printing
C. Delivery
Days to Perform
5 days
10 days
3 Days
Days to Perform
5 Days
10 Days
3 Days
Days to Perform
5 days
10 days
3 Days
Days to Perform
5 days
10 days
3 days
D-1
Deadline Date
September 6, 2022
September 16, 2022
September 19, 2022
Deadline Date
December 6, 2022
December 16, 2022
December 19, 2022
Deadline Date
March 6, 2023
March 16, 2023
March 19, 2023
Deadline Date
June 6, 2023
June 16, 2023
June 19, 2023
A-31
11. Consultant shall deliver the following tangible work products to the City by the
following dates.
A. Delivery of print-ready PDFs for newsletters and inserts by the following dates:
September 6, 2022, December 6, 2022, March 6, 2023, and June 6, 2023
B. Delivery of Newsletter and Inserts to Rancho Palos Verdes City Hall by
September 19, 2022, December 19, 2022, March 19, 2023, and June 19, 2023 or
within one (1) week of approval of print-ready documents by City, whichever day
1s sooner.
C. Delivery of Newsletters and Inserts to Torrance Post Office by the following
dates: September 19, 2022, December 19, 2022, March 19, 2023, and June 19,
2023 or within one (1) week of approval of print-ready documents by City,
whichever day is sooner
III. The Contract Officer may approve extensions for performance of the services in
accordance with Section 3.2.
D-2
A-32
From:
Sent:
To:
Subject:
To the City Clerk.
April Sandell <hvybags@cox.net>
Monday, August 15, 2022 12: 16 PM
CityClerk
Aug. 16, 2022 Agenda Item/ Public Hearing # 1/ Regulations/ Lot splits (Affordable
dwellings) etc.
I urge the Council Members to reject the" Subject" staff recommendation and take no further
action.
Comment:
The concerns too many to mention at this time.
However, I do want to underscore that the ministerial application denies public notice, public
comment as well as the appeal process which is not acceptable.
Also, the related 55 year deed land use restrictions should be highlighted
during council's discussion.
Regards,
April L. Sandell
1 I.
From:
Sent:
To:
Teresa Takaoka
Monday, August 15, 2022 9:21 AM
CityClerk
Subject: FW: August 16th CC Meeting Agenda Items #1 (SB 9 Code Amendment) and Consent
Calendar Calendar Item #I (State Auditor Report on RHNA Allocations)
Attachments: Del Cerro HOA Ltr to CC Re SB 9 Code Amendment and Reassessment of RHNA
Allocations.docx
From: Del Cerro HOA <DelCerro_HOA@hotmail.com>
Sent: Monday, August 15, 2022 9:18 AM
To: CC <CC@rpvca.gov>
Cc: Ara Mihranian <AraM@rpvca.gov>
Subject: August 16th CC Meeting Agenda Item s #1 (SB 9 Code Amendment) and Consent Calendar Calendar Item #I
(State Auditor Report on RHNA Allocations)
CAUTION: This email ori inated i rom outside of the City of Rancho Palos Verdes.
Honorable Mayor and Council Members,
Attached are comments from the Del Cerro HOA regarding 2 agenda items for the August 16th Council
meeting:
1. Agenda Item #1: Proposed Municipal Code Amendments Concerning SB 9 Developments, and
2.
3. Consent Calendar Item #1: City Council's Request to Governor Newsom, Legislative Leaders and the
Director ofthe Housing and Community Development Department to Reassess RHNA Allocations for
the 6th Cycle Housing Element
Thank you for your consideration of our comments.
Respectfully submitted,
The Del Cerro HOA Board:
Kathy Edgerton
Pete and Miriam Varend
Megan and Bob Moore
Dion Hatch
Gregory MacDonald
Mark Kernen
Irene and Brandon Lee
I
8/14/2022
To: RPV Mayor and City Council Members
Subjects: August 16th City Council Agenda Items
1) Item #1 -Proposed Amendments to RPV Municipal Code Regarding SB 9 Developments and
2) Consent Calendar Item #I -Request for Reassessment of 6th Cycle Housing Element RHNA
Allocations
Honorable Mayor and Council Members,
The Del Cerro HOA offers the following comments regarding two topics on the agenda for the August
16th City Council meeting.
Item #1: Proposed Amendments to RPV Municipal Code Covering SB 9 Developments
First, Del Cerro HOA greatly appreciates the time and effort the Planning Commission has put into
developing thoughtful recommendations for your consideration, and we support those
recommendations.
We also support the CHOA Board's request that the Council consider two additional amendments that
were not included in the Planning Commission's recommendation:
• The Municipal Code should require that City Staff, upon receipt of an SB 9 application, send a
courtesy notice to the HOA in the community where the development is proposed as well as to
adjacent residents. We recognize that the City will not be able to solicit or take into
consideration any comments from an affected HOA or its residents regarding the development.
However, the Del Cerro community has governing CC&Rs that allow only development of single-
family residences and prohibit subdivision of lots and/or construction of more than 1 home on a
single lot. Notification of SB 9 applications would provide awareness and enable HOAs to initiate
possible civil actions to stop prohibited development before it is started.
We recognize that taking such action would be an exception to Staff's current notification policy
which does not include HOA notification for applications subject to ministerial approval.
However, SB 9 developments have the potential to adversely affect the character of
neighborhoods of single-family homes to such a significant degree that they warrant treatment
as a separate category of development with its own notification process.
• The Code should also include provisions to address the potential impact of increased parking
and traffic in neighborhoods within very high fire hazard severity zones with limited egress in
case of emergency evacuations. We request further review of this issue and development of
appropriate regulations for future consideration.
Consent Calendar Item I: Proposed Letter to Governor Newsom, Legislative Leaders, and the Director
of HCD Requesting Immediate Reassessment of RHNA Allocations
1
8/14/2022
Del Cerro supports the City Council's request that the State Department of Housing and Community
Development be immediately instructed to reassess the RHNA allocations for the 6th Cycle Housing
Element to correct the deficiencies found in the Acting State Auditor's recent review of HCD's allocation
procedures. RPV is diligently attempting to meet an almost insurmountable challenge in rezoning for
647 new housing units. The City should not be burdened with an allocation that the Acting State Auditor
deems to have been developed on erroneous assumptions and calculations.
Thank you for your consideration of our comments.
Respectfully submitted,
The Del Cerro HOA Board:
Kathy Edgerton
Pete and Miriam Varend
Megan and Bob Moore
Dion Hatch
Gregory MacDonald
Irene and Brandon Lee
Mark Kernen
2
From:
Sent:
To:
Subject:
Attachments:
Le
Teresa Takaoka
Monday, August 15, 2022 5:30 AM
CityClerk
Fw: SB 9 Comments for Council Meeting
SB 9 Comment To CC August 11, 2022.docx
From: RHRHA HOMEOWNERS <rhrharpv@gmail.com>
Sent: Friday, August 12, 2022 10:45 PM
To: CC <CC@rpvca.gov>
Subject: SB 9 Comments for Council Meeting
AUTION: This email originated from outside of the Cit of Rancho Palos Verdes.
Please see attached document for Comments of SB 9 from Rolling Hills Riviera Homeowners Association .
Thank you
1 I
Rolling Hills Riviera Homeowner's Association
Mayor and City Council Members
City of Rancho Palos Verdes
30940 Hawthorne Blvd.
Rancho Palos Verdes, CA 90275
Re: Proposed Amendments to RPV Municipal Code Regarding SB 9 Developments
Honorable Mayor and Council Members,
The Rolling Hills Riviera Homeowners Association's Board of Directors offers the following comments regarding
proposed amendments to the RPV municipal code covering SB 9 developments . Amendments to that code are
scheduled to be considered at the August 16th Council meeting.
First, we greatly appreciate the time and effort the Planning Commission has put into developing thoughtful
recommendations for your consideration, and we support those recommendations.
We would appreciate Council consideration of two additional amendments that were not included in the
Planning Commission's recommendation:
• The Municipal Code should require that City Staff, upon receipt of an SB 9 application, send a courtesy
notice to the HOA in the community where the development is proposed. We recognize that the City
will not be able to solicit or take into consideration any comments from an affected HOA or its residents
regarding the development. However, many RPV neighborhoods have governing CC&Rs that allow only
development of single-family residences and prohibit subdivision of lots and/or construction of more
than 1 home on a single lot. Notification of SB 9 applications would provide awareness and enable HOAs
to initiate possible civil actions to stop prohibited development before it is started.
We recognize that taking such action would be an exception to Staff's current notification policy which
does not include HOA notification for applications subject to ministerial approval. However, SB 9
developments have the potential to adversely affect the character of neighborhoods of single-family
homes to such a significant degree that they warrant treatment as a separate category of development
with its own notification process.
P.O. BOX 6164, SAN PEDRO, CA 90734-6164
Rolling Hills Riviera Homeowner's Association
• The Code should also include provisions to address the potential impact of increased parking and traffic
in neighborhoods within very high fire hazard severity zones with limited egress in case of emergency
evacuations. We request further review of this issue and development of appropriate regulations for
future consideration .
Thank you for your consideration of our comments.
Respectfully submitted,
Board of Directors,
Maria Denue
Elizabeth Hoffman
Bill Spinelli
Lisa Scotto
Nikki Robles
Kathryn Kong
Glenn Cornell
Richard Wagoner
Mark Knoernschild
P.O. BOX 6164, SAN PEDRO, CA 90734-6164
From :
Sent:
To:
Subject:
Teresa Takaoka
Monday, August 15, 2022 5:29 AM
CityClerk
Fw : SB 9 -Recommended Amendments to RPV Municipal Code
From: Pam A <andresen.pam@gmail.com>
Sent: Sunday, August 14, 2022 9 :09 PM
To: CC <CC@rpvca.gov>
Cc: Craig Whited <craigwhited@cox.net>; Jim Hevener <jhevener@cox.net>; Robert Wright <rbw3677@att.net>; Suzy
Cyr <suzy@seahorsestudio.net>; Patty <pattyo@cox.net>; LOIS KARP <jlkarp@cox.net>; Susan <sueestes@cox.net>;
Kamal Keroles <babouch@aol.com>
Subject: SB 9-Recommended Amendments to RPV Municipal Code
CAUTION: This email ori inated from outside of the Cit of Rancho Palos Verdes .
Honorable Mayor and City Council Members
The Mediterrania HOA is aware that amendments to the RPV Municipal Code covering SB9 will be considered
at the August 16th City Council Meeting .
We want to thank the Planning Commission for their time and effort in developing recommendations for your
consideration . Although we support a majority of those recommendations, we would appreciate the City
Council's consideration of additional amendments that were not included in the Planning Commission's
recommendation:
1-The Municipal Code should include a provision to address the impact of increased traffic and parking in
neighborhoods with limited egress . The Mediterrania HOA and adjacent HOA's are significantly
impacted . These have only 1 entrance/exit onto Palos Verdes Drive East with no other means to exit the
Peninsula. In an instance of fire or other emergency evacuation, the residents' ability to exit will be impeded by
additional traffic caused by developments on the Marymount Campus property . We request further review and
development of appropriate regulations to address this safety concern .
2-The Municipal Code should require HOA's or its residents to be informed when an SB 9 application has
been submitted . Many HOA's in RPV have governing CC&R's that allow for certain developments. Notification
of applications would provide the necessary awareness and enable the HOA's to initiate possible civil
actions to address prohibited development before it is started . While we are aware this notification is a
deviation from current City Staff policy, any development has the potential to adversely affect the character and
safety of neighborhoods of single-family homes that this special process is warranted.
Thank you for considering our comments.
Respectfully,
MHOA Board of Directors
Craig Whited-President
Jim Hevener-Vice President
Patty Ott
Lois Karp
Pam Andresen
Suzy Cyr
1 I
Bob Wright
Kamal Keroles
2
From:
Sent:
To :
Subject:
Late corr
Teresa Takaoka
Friday, August 12, 2022 2:27 PM
CityClerk
FW: Proposed Amendments to RPV Municipal Code Regarding SB 9 Developments
From: kent.pbca@gmail.com <kent.pbca@gmail.com>
Sent: Friday, August 12, 2022 2:23 PM
To: CC <CC@rpvca .gov>
Subject: Proposed Amendments to RPV Municipal Code Regarding SB 9 Developments
CAUTION: This email ori inated from outside of the Cit of Rancho Palos Verdes.
To: RPV Mayor and City Council Members
Subject: Proposed Amendments to RPV Municipal Code Regarding SB 9 Developments
Honorable Mayor and Council Members,
In a letter dated August 4, the CHOA Board of Directors sent you two additional proposed amendments to the RPV
municipal code covering SB 9 developments for your consideration . Amendments to that code are scheduled to be
considered at the August 16th Council meeting.
First, the Portuguese Bend Community Association (PBCA) directors appreciate and fully support the Planning
Commission's thoughtful recommendations for you r consideration, particularly their recommendation regarding second
unit and two unit developments in the landslide moratorium area.
The PBCA also fully supports the two additional amendments recommended by the CHOA Board of Directors that were
not included in the Planning Commission's recommendation:
• The Municipal Code should require that City Staff, upon receipt of an SB 9 application, send a courtesy notice to the
HOA in the community where the development is proposed. We recognize that the City will not be able to so licit or
take into consideration any comments from an affected HOA or its residents regarding the development. However,
the PBCA's governing CC&Rs allow only development of single-family residences and prohibit subdivision of lots
and/or construction of more than 1 home on a sing le lot. Notification of SB 9 applications would provide awareness
and enable the PBCA to initiate possible civil actions to stop prohibited development before it is started .
We recognize that taking such action would be an exception to Staff's current notification policy which does not
include HOA notification for applications subject to ministerial approval. However, SB 9 developments have the
potential to adversely affect the character of our neighborhood of single-family homes to such a significant degree
that they warrant treatment as a separate category of development with its own notification process.
• The Code should also include provisions to address the potential impact of increased parking and traffic in
neighborhoods within very high fire hazard severity zones with limited egress in case of emergency evacuations.
Entrance to and exit from the PBCA community, which is in a designated high fire hazard zone, is through only two
narrow roads. We request further review of this issue and development of appropriate regulations for future
consideration.
Thank you for your consideration of our comments.
Respectfully submitted,
The PBCA Board of Directors:
Clair Leon -President
Claudia Gutierrez -VP, Treasurer, Roadsides West & East
Ben Zask -Access Control, Roads West & East
Matt Nelson -Secretary, Roads West
Kent Attridge -City Liaison
2
From :
Sent:
To:
Subject:
Attachments:
Teresa Takaoka
Wednesday, August 10, 2022 3:58 PM
Nathan Zweizig
FW: Proposed Amendments to Municipal Code re SB 9 Developments
HOA -GC's August 9, 2022 letter to city council re SB9.docx
From: Ara Mihranian <AraM@rpvca.gov>
Sent: Wednesday, August 10, 2022 3:58 PM
To: Ken Rukavina <krukavina@rpvca.gov>; Octavio Silva <OctavioS@rpvca.gov>; Jaehee Yoon <jyoon@rpvca.gov>
Cc: CC <CC@rpvca .gov>
Subject: FW: Proposed Amendments to Municipal Code re SB 9 Developments
FYI -late correspondence for 8/16 CC Meeting.
Ara Michael Mihranian
City Manager
30940 Hawthorne Blvd.
Rancho Palos Verdes, CA 90275
310-544-5202 (telephone)
310-544-5293 (fax)
aram@rpvca.gov
www.rpvca.gov
Do you really need to print this e-mail?
This e-mail message contains information belonging to the City of Rancho Palos Verdes, which may be privileged, confidential and/or protected from
disclosure. The information is intended only for use of the individual or entity named. Unauthorized dissemination, distribution, or copying is strictly prohibited. If
you received this email in error, or are not an intended recipient, please notify the sender immediately. Thank you for your assistance and cooperation.
., __
0 ·-. -. --" ,_
DOWNLOAD 'hl:r y~v
Avoilobt• in th. App Stor• and Goool• Ploy
1 /.
I (J (1 1,n l11.1d on l h 1•
• AppStore
r .[T 11· 1 1~
• Google Play
From: Glenn Cornell <gcornell6@gmail.com >
Sent: Wednesday, August 10, 202 2 2:50 PM
To: Eric Alegria <Eric.Alegria@rpvca.gov >; David Bradley <david.bradley@rpvca .gov >; John Cruikshank
<John.Cruikshank@rpvca.gov >; Ken Dyda <Ken .Dyda@rpvca .gov >; Barbara Ferraro <barbara.ferraro@rpvca.gov>
Cc: Ara Mihranian <AraM@rpvca .gov >
Subject: Proposed Amendments to Municipal Code re SB 9 Developments
CAUTION: This email ori inated f~om outside of the Cit of Rancho Palos Verdes.
2
Mayor and City Council Members
City of Rancho Palos Verdes
30940 Hawthorne Blvd.
Rancho Palos Verdes, CA 90275
2004 Velez Drive
Rancho Palos Verdes, CA 90275
August 9, 2022
Re: Proposed Amendments to RPV Municipal Code Regarding SB 9 Developments
Honorable Mayor and Council Members,
As a long-time resident of our city's eastside, I am concerned about SB 9's possible adverse impacts on our area.
I hereby offer the following comments regarding proposed amendments to the RPV municipal code covering SB
9 developments, which are scheduled to be considered at the City Council's August 16th meeting.
I commend the members of our city's Planning Commission for the thoughtful proposals they have submitted
but would ask that the Council consider two additional amendments:
Notice. The Municipal Code should require that City Staff, upon receipt of an SB 9 application, send a
courtesy notice to the HOA in the community where the development is proposed. I recognize that the City
will not be able to solicit or take into consideration any comments from an affected HOA or its residents
regarding the development. However, the tract where I live, as well as many other RPV neighborhoods,
have CC&Rs which allow development of only single-family residences and prohibit subdivision of lots
and/or construction of more than one home on a single lot. Notification of SB 9 applications would provide
awareness and enable HOAs to initiate possible civil action to stop prohibited development before it is
started.
I acknowledge that giving such notice would be an exception to Staff's current notification policy which does
not include HOA notification for applications subject to ministerial approval. However, SB 9 developments
have the potential to adversely affect the character of neighborhoods of single-family homes to such a
significant degree that they warrant treatment as a separate category of development with its own
notification process.
Fire hazard. Southern California is becoming ever drier, and our fire season is extending far beyond the late
summer and fall. These changes heighten dangers to many homes on the Peninsula and make access by
emergency vehicles and exacuation by residents matters of increasing concern. Accordingly, I ask the
Council to include provisions which will allow the city to take into consideration the impact of increased
parking and traffic from any proposed SB 9 development in neighborhoods located in high fire hazard zones.
Thank you.
Respectfully submitted,
Glenn Cornell
From:
Sent:
To:
Subject:
Late corr
-----Original Message-----
Teresa Takaoka
Monday, August 8, 2022 11 :02 AM
CityClerk
FW: Planning Commission Code
From: Hilda Rodgveller <hildarodgveller@gmail.com>
Sent: Sunday, August 7, 2022 8:32 PM
To: CC <CC@rpvca.gov>
Subject: Planning Commission Code
CAUTION: This email originated from outside of the City of Rancho Palos Verdes.
Honorable Mayor and City Council Members:
We greatly appreciate the effort the Planning Commission has put into developing the thoughtful recommendations for
your consideration and we support those recommendations. In addition to those already recommended by the Planning
Commission we would like you to consider an addition to the proposed code.
The municipal code should require the city staff, upon receipt of an SB9 application, send a courtesy notice to the HOA
in the community where the development is proposed. Many RPV neighborhoods have governing CC&Rs that allow only
the development of single family residences and prohibit subdivision of lots and/or construction of more than one home
on a single lot. Notification of SB9 applications would provide awareness and enable HOAs to initiate civil actions to
stop prohibited developments before it is started.
Thank you for your consideration.
Sincerely,
Barry Rodgveller
President, Palos Verde Park Place HOA
1 I
From:
Sent:
To:
Subject:
Attachments:
Teresa Takaoka
Monday, August 15, 2022 5:00 PM
Nathan Zweizig
FW : Recommended Changes to Municipal Code Covering SB 9 Developments
CHOA Support Letter 8-10-22.doc
From: Jennifer Meza <jennifer@cpm.to>
Sent: Wednesday, August 10, 2022 5:34 PM
To: CC <CC@rpvca.gov>; Cyndi Puerto <cyndi@cpm.to>
Subject: RE: Recommended Changes to Municipal Code Covering SB 9 Developments
CAUTION: Tlilis email originated from outside of the Cit of Rancho Palos Verdes.
To whom it may concern,
Attached you will find a letter which shows our support for the CHOA's position.
Thank you for your time.
Jennifer Meza
Classic Property Management
P (310) 972-9999 x76
1
RANCHO CREST HOMEOWNERS ASSOCIATION
RANCHO PALOS VERDES, CA 90275
August 10, 2022
To whom it may concern,
This letter is to inform you that we are in support of the Planning Commission's
following code changes:
• Modify the Code to require City Staff to provide a courtesy notification to an
HOA when the City receives an SB 9 application in the HOA's neighborhood.
Since the City is required to ministerially approve such applications, Staff
would not be able to solicit or take into consideration any public comments on
the matter. However, many RPV neighborhoods have governing CC&Rs that
allow only development of single-family residences and prohibit subdivision of
lots and/or construction of more than one home on a single lot. The
notification would provide awareness to the impacted areas and enable the
HOAs to initiate possible civil action to stop the prohibited development
before it is started, if they so choose.
• Review the potential impacts of increased parking and traffic in neighborhoods
within very high fire hazard severity zones with limited egress options in case
of emergency evacuations -and develop appropriate regulations to mitigate
those impacts.
Sincerely,
Many RPV developments have only one exit from the neighborhood. The
increased on-street parking and traffic resulting from SB 9 development may
impede the smooth flow of traffic during an emergency evacuation. The City
needs to consider appropriate measures to minimize those impacts.
For the Rancho Crest Board of Directors
Cyndi <Puerto
Cyndi Puerto
Association Manager
Mailing address: Classic Property Management, Inc.
2235 Sepulveda Boulevard
Torrance, CA 90501
Tel: 310/803-8193 ext. 13 · Fax: 310/972-9988 · Email: cyndi@cpm.to
From:
Sent:
To:
Subject:
le
Teresa Takaoka
Thursday, August 11, 2022 3:53 PM
CityClerk
FW: City Council Meeting: 08/16/22; Item #1, PVPLC 2021 Annual Report
From: Katie Lozano <KatieL@rpvca.gov>
Sent: Thursday, August 11, 2022 3:52 PM
To: Mickey Radich <mickeyrodich@gmail.com>
Cc: CC <CC@rpvca.gov>
Subject: FW: City Council Meeting: 08/16/22; Item #1, PVPLC 2021 Annual Report
Hello Mr. Radich,
Thank you for your email. As required by the Natural Communities Conservation Plan/Habitat Conservation Plan
(NCCP/HCP), the City works with our Habitat Manager, the Palos Verdes Peninsula Land Conservancy (PVPLC), to plant
250 acres of habitat over the SO-year NCCP/HCP permit term. This equates to approximately 5 acres planted each
year. Page 4 of the 2019-2021 Comprehensive Report has a brief summary of the timeline for habitat restoration since
2007, including habitat restoration at Alta Vicente Reserve, which I believe you are referring to.
The specific restoration site off Hawthorne Blvd. between City Hall and St. Paul's Church is phases 3 and 4 of the Alta
Vicente Reserve restoration project planted in 2016-2017. However, while the planting portion of the habitat
restoration is complete, PVPLC continues to monitor all past restoration sites and periodically remove weeds as the
weed/non-native seed bank diminishes over time.
PVPLC's current and active restoration site is at Abalone Cove Reserve. It is a 4-year habitat restoration project (2019-
2022) that will restore approximately 18 acres. Page 243 of the 2019-2021 Comprehensive Report contains the full
Habitat Restoration Plan for Abalone Cove Reserve.
The more comprehensive Habitat Restoration Plan for Alta Vicente Reserve is included on page 185 of the 2013-2015
Comprehensive Report linked below.
https://www.rpvca.gov/DocumentCenter/View/17129/Comprehensive-Management-Report-2013-2015
Additionally, there is a City Council agenda item tentatively scheduled for September 6 to consider an agreement and
plan between the City and PVPLC for use of part of Alta Vicente Reserve for a native plant farm. However, a native plant
farm would serve a different purpose than the NCCP/HCP-required 250 acres of habitat to be planted/restored, and it
would be located in a different part of the Alta Vicente Reserve, closer to the Salvation Army headquarters site.
Please let me know if I can provide additional information.
Thank you,
1 3.
Katie Lozano
Senior Administrative
Analyst
Recreation and Parks
Department
katiel@rpvca.gov
Phone -(310) 544-5267
City of Rancho Palos Verdes
30940 Hawthorne Blvd.
~ I '• 1 1 J I•' 11 ! r I •~ • ~ ',
• App Store • Goog le Play
Rancho Palos Verdes, CA 90275
Website: www.rpvca.gov
This e-mail message contains information belonging to the City of Rancho Pa los Verdes, which may be priv ileged, confidential and/or protected from
disclosure. The infor·mation is intended only for use of t he indiv idual or entity named. Unauthorized dissem ination, distribution, or copying is strictly prohibited. If
you received this email in error, or are not an intended recipient, please notify the sender immediately. Thank you for your assistance and cooperation.
From: Mickey Radich <mickeyrodich@gmail.com >
Sent: Wednesday, August 10, 2022 12:51 PM
To: CC <CC@rpvca.gov >
Subject: City Council Meeting: 08/16/22; Item #1, PVPLC 2021 Annual Report
CAUTION : This email ori in ted from outside of the City of Rancho Palos Verdes.
In my attempt to follow the 723 page PVPLC 2021 Annual Report, I was
unable to locate the status report on 2 irrigated parcels of land, maybe 5
acres each, located in the westernmost Reserve on PVDS and East of
Hawthorne Blvd., near a Church and the Animal Clinic. I am not familiar
with the name assigned to them, but they were to be a nursery for raising
natural habitat plants to be added to our various Reserves.
It seems as though they are not being monitored and are full of weeds.
Can you provide me with their status and where they are mentioned in
the PVPLC 2021 Annual Report?
2
From:
Sent:
To:
Subject:
Attachments:
LC
-----Origi na I Message-----
Teresa Takaoka
Monday, August 15, 2022 1 :40 PM
CityClerk
FW: RPV City Council Meeting August 16, 2022 Agenda item 4
RPVCC22816.pdf
From: Donald Bell <dwbrpv@gmail.com>
Sent: Monday, August 15, 2022 1:25 PM
To: CC <CC@rpvca.gov>; Ara Mihranian <AraM@rpvca.gov>
Cc: Home Bell <dwbrpv@gmail.com>
Subject: RPV City Council Meeting August 16, 2022 Agenda item 4
CAUTION: This email originated from outside of the City of Rancho Palos Verdes.
1 lf.
City Council Meeting Tuesday August 16, 2022
Agenda Item 4 and similar comments regarding Staff
Dear Council Members
I remain challenged by the apparent reluctance of Rancho Palos Verdes Council's (Past and
Current) to actually manage City Staff.
If on a weekly basis your fundamental source of information concerning the well being of our
community is the Weekly City Manager Administrative Report; you are reading a glitzy highlight
reel of past history rather than reality of what will happen in the future. Do you have any idea
how much the creation of the Report is costing, how much Staff time is being consumed to
generate it, and how selective the contents might be? Is a 65 page compilation with graphics,
photos, and edited content essential to management? Why not initiate a cost saving idea to
only have the report generated once a month and have a staff alternative to spend time
working on proactive future improvements to the city?
You might want to consider a new reporting concept. Why not decide you prefer to read
monthly about the "to do list" priorities of each department, their actions planned with
completion dates, and the budgeted or estimated costs and obstacles to progress. You should
know what Staff is working on and how much it might cost. Past Councils allowed Ladera
Linda to morph into a vastly over designed and costly ($19 million) project that is long past
being properly directed.
One concern of mine is the content of the Staff report concerning Park Mobile. By
correspondence provided, it is apparent that some public is not happy with the project. The
Staff response to several of the communications includes the suggestions to pay to park or go
somewhere else that may have safety or crowding consequences.
However, the solution to the fundamental Del Cerro problem remains to control the number of
visitors into the Preserve properties and not to redirect them to other areas within the city.
Reservation systems to limit access to public space is simply a normal component of how we
live today. You should continue to think of Yosemite as an example of decisions made because
unlimited crowds are unaffordable and negatively impact enjoyment of the location.
Why does Rancho Palos Verdes staff continue to believe that increasing the number of visitors
is a great thing? I believe seeking maximum visitation is a detriment to those who live here,
continues to cause unnecessary expense, and is not a directive of any of the other
communities on the hill. Burgeoning visitation is a negative achievement.
In the case of responding to being directed to parking North of Crest, one member of the
public correctly noted that if they use Crenshaw it is higher speed, steep sloped, and unlined
for parking. I would think that at least an attempt could have been made (needs to be made)
by Staff to increase safety for the redirected visitors.
Since I regularly use the Crest/Crenshaw intersection, I suggest that better traffic control of the
Del Cerro visitors is often needed on weekends due to the number of vehicles and pedestrians
circulating in the late afternoon sunset periods.
You should insist that Staff measure accurately the size of the crowds in the Del Cerro area.
There is no tabulation of the visitors who choose to walk to Del Cerro Park rather than the
Preserve. You are seeing a significant undercount of the traffic based on the reports submitted
of only Preserve visitors for your agenda.
Another area of concern regarding redirection is the Ocean Trails Reserve. At minimum, you
should be aware of the visitation count of visitors to that Reserve at both entrances plus
Founders Park. In my opinion, visitation easily exceeds the number of visitors to Del Cerro
(particularly for weekend sunset viewing). Does staff even know how crowded Trump National
Drive and parking is on weekends, yet directs people to go there? Has anyone at Trump
National made comment about the visitation crowds impacting their parking or activities?
Do you think it appropriate to include a safety warning about Ocean Trails since my
observation of the Sheriff Monthly Crime Report data includes frequent notice of crime at both
Trump National Drive and La Rotunda Drive? Do you think it a good idea to direct visitors to
known problematic parking? Or should more effective warning signs be posted, add
monitored CCTV protection, ALR system for identity of potential bad actors or develop a
random human security presence?
I suggest that you ask Staff for a count of the number of missing or damaged above ground
plastic electric junction boxes in Founders Park. Are they even approved within any
underground electrical code? With an apparent critical need for walkway and parking lighting
at the new Ladera Linda Park, can you ask Staff to count the number of vandalized and
removed walkway lights at Founders Park? I find it interesting that at least half are gone and
Staff has not been motivated to replace them for many years. You should ask Staff for a plan
to replace them for the reasons that walkway lighting is critically needed at Ladera Linda Park.
Can you ask Staff for a date for replacement of two removed (more than two years ago) park
benches in the center of Founders Park? These benches should be providing the only
designed ocean view seating in the park. Since Ladera Linda Park is designed to offer superb
views for the public, shouldn't Founders Park be maintained to provide the designed ocean
views?
I live in a world where I am aware of the drought conditions we all face. Our water use is
reduced to two days a week and our grass lawn is beginning to suffer to the point it may have
to be replaced. Can you get an explanation about how the fiasco of the truckload (I saw it
being unloaded from a full flatbed) of sod at Forrestal and PVDS came about and how much
the city has to pay for its destruction? I do expect that a public explanation of the sod project
will be included soon by Staff as a Council Meeting Agenda Item You may consider a priority
to have a drought response plan enacted for the city. That may be more valuable to the
residents and our environment than the weekly report.
I continue to believe that Staff manages you, the City Council Members, with nuanced reports
and communication to move decisions that are not in the best interest of us, the voters.
Money is spent too freely on questionable projects and supports busy work for a staff of highly
compensated employees. Can the work product justify your head count?
One example would be to determine the total payroll and associated costs accumulated
attempting to resolve visitation at Del Cerro. The issue has been allowed to stretch for years
with no end in sight. Has it been millions? What has been spent on reports (any guess on the
number of pages generated on this subject?), social media consultants, busses, fences and
gates, parking space studies and costs, increased payroll costs, patrol vehicles and City
Council time? Staff opposed the reservation idea out of hand for it would not have been a
reason to continue their illusion of finding an alternate solution. Is there a barrier to figuring out
how to do anything easily or economically?
Don Bell
Ladera Linda
From:
Sent:
To:
Subject:
Teresa Takaoka
Monday, August 15, 2022 9:51 AM
CityClerk
FW: 8/16/2022 City Council Meeting Agenda Item #4: Parking Reservation System on
Crenshaw
From: Del Cerro HOA <De1Cerro_H0A@hotmail.com>
Sent: Monday, August 15, 2022 9:49 AM
To: CC <CC@rpvca.gov>
Cc: Ara Mihranian <AraM@rpvca.gov>; Katie Lozano <KatieL@rpvca .gov>; Cory Linder <CoryL@rpvca.gov>; Daniel
Trautner <DanielT@rpvca .gov>; Matt Waters <MattW@rpvca.gov>; Ramzi Awwad <rawwad@rpvca.gov>
Subject: 8/16/2022 City Council Meeting Agenda Item #4: Parking Reservation System on Crenshaw
CAUTION: 11his email Ol'liginated from outside of the Cit of Rancho Palos Verdes .
Honorable Mayor and Council Members,
Del Cerro HOA provides the following comments regarding Item #4 of the City Council meeting agenda,
Parking Reservation System on Crenshaw Blvd., for your consideration.
We greatly appreciate Council's and Staff's continued efforts in improving traffic and parking safety on
Crenshaw Blvd. Staff's analysis indicates that the number of visitors to the nature preserve has stabilized at
levels roughly equivalent to the levels seen before the surge that occurred during the early months of the
pandemic, albeit now with greatly reduced impacts on surrounding neighbors. Parking and traffic flow on
Crenshaw are much safer for residents and visitors as the circling of vehicles for parking spaces has been
nearly eliminated. Disturbing noise levels (particularly early-morning horn honking and alarm setting) have
also been reduced significantly. These dramatic improvements in residents' quality of life are directly
attributable to the effectiveness of the parameters/rules incorporated into the parking reservation system.
We respectfully request that installation of the Burma Rd. and Rattlesnake Trail trailhead gates be given the
highest priority. Visitors continue to enter the preserve before 7 am, disturbing the residents whose homes
are adjacent to Crenshaw Blvd., the trailheads, and Burma Rd. We agree with Staff's approach of continuing to
monitor visitor levels, parking and traffic conditions without changing system parameters until the trailhead
gates have been installed.
Thank you for your consideration of our comments .
Respectfully submitted,
The Del Cerro HOA Board:
Kathy Edgerton
Pete and Miriam Varend
1
Megan and Bob Moore
Dion Hatch
Gregory MacDonald
Mark Kernen
Irene and Brandon Lee
2