CC SR 20230502 K - Amendment 1 All Areas Plumbing
CITY COUNCIL MEETING DATE: 05/02/2023
AGENDA REPORT AGENDA HEADING: Consent Calendar
AGENDA TITLE:
Consideration and possible action to approve Amendment No. 1 to the professional
services agreement for Monaco Mechanical, Inc. dba All Area Services for City-wide
plumbing related maintenance services.
RECOMMENDED COUNCIL ACTION:
(1) Approve Amendment No. 1 to the Professional Services Agreement with Monaco
Mechanical, Inc. dba All Area Services for Citywide plumbing related maintenance
services, extending the term by three years through January 31, 2026, and
increasing the contract sum from $180,000 to $480,000, with a contingency of 15%
or $45,000 and an annual not -to-exceed limit of $100,000 and contingency of 15%
or $15,000; and,
(2) Authorize the Mayor and City Clerk to execute the amendment in a form approved
by the City Attorney.
FISCAL IMPACT: The recommendations will result in a total authorized expenditure of
up to $115,000 per fiscal year including contingency.
Amount Budgeted: $123,500
Additional Appropriation: N/A
Account Number(s): 101-400-3140-5201 ($25,000)
(General Fund – Building Maintenance/Repair Services)
225-400-0000-5201 ($98,500)
(Abalone Cove Sewer District – Repair Services)
ORIGINATED BY: Juan Hernandez, Maintenance Superintendent
REVIEWED BY: Ramzi Awwad, Public Works Director
APPROVED BY: Ara Mihranian, AICP, City Manager
ATTACHED SUPPORTING DOCUMENTS:
A. Amendment No. 1 to the Professional Services Agreement with Monaco
Mechanical, Inc. dba All Area Services (page A-1)
B. Professional Services Agreement with Monaco Mechanical, Inc. dba All Area
Services (page B-1)
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BACKGROUND AND DISCUSSION:
On February 4, 2020, the City entered into a professional services agreement with
Monaco Mechanical, Inc. dba All Area Services (All Area Services) for Citywide plumbing
services. The initial contract term was for three years, with a contract sum of $180,000
($60,000 per year), and included three additional optional one-year terms. The initial term
of the agreement has now been reached.
All Area Services provides plumbing maintenance and repair services to the City’s various
buildings and provides supplemental services for the Abalone Cove Sanitary Sewer
System. Services for the City’s buildings include maintenance, repair, and replacement
of plumbing fixtures and infrastructure. Services for the Abalone Cove Sanitary Sewer
System include maintenance, repair, and replacement of the sewer transmission lines,
check valves, and clean outs. These services are supplemental to the services provided
by the City’s other plumbing vendor, Multi W, whose focus is on the pumps. All Area
Services also provides backup services to Multi W, if needed by the City.
For many years, Staff has worked with All Area Services, which is very familiar with the
City’s facilities. All Area Services has demonstrated the responsiveness and proficiency
needed to perform the requisite services at City facilities .
Staff recommends extending the term of the agreement with All Area Service s, as it has
performed satisfactorily during the initial term of the agreement, and as it has only
increased its rates by an amount commensurate with inflation when considering its rates
have not increased since February 4, 2020 and its prices remain significantly lower than
a competitor’s proposal.
Rather than exercising three one-year term extensions, Staff recommends amending the
agreement to exercise all three optional years at this time because the vendor has agreed
not to increase rates over the three-year extension. Additionally, this will reduce overall
staff time spent preparing and administering extensions to this agreement in the future.
In the unlikely event that the City no longer desires to continue with the agreement in the
future, the agreement may be terminated by the City without cause provided that 30 days
of prior notice is provided to the vendor.
CONCLUSION:
Staff recommends the City Council approve Amendment No. 1 to the Professional
Services Agreement with Monaco Mechanical, Inc. dba All Area Services for Citywide
plumbing related maintenance services.
ALTERNATIVES:
In addition to the Staff recommendation, the following alternative action s are available for
the City Council’s consideration:
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1. Direct Staff to return with an amendment to extend the current agreement
by one year only.
2. Direct Staff to solicit new quotes for the services.
3. Take other action, as deemed appropriate.
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AMENDMENT NO. 1
TO AGREEMENT FOR PROFESSIONAL SERVICES
THIS AMENDMENT TO THE AGREEMENT FOR PROFESSIONAL SERVICES
(“Amendment No. 1”) by and between the CITY OF RANCHO PALOS VERDES, a California
municipal corporation (“City”) and MONACO MECHANICAL, INC., a California corporation,
dba ALL AREA SERVICES (“Consultant”) is effective as of February 1, 2023.
RECITALS
A. City and Consultant entered into that certain Agreement for Professional Services
dated February 1, 2020 (“Agreement”), whereby Consultant agreed to provide maintenance, repair,
and replacement services to the City’s Facilities and properties, including plumbing related
components and grinder pumps, for the Abalone Cove Sewer System (the “Services”), for a Term of
3 years and a Contract Sum of $180,000. The Agreement provided for 3 additional one-year
extensions at the City’s discretion.
B. City and Consultant now desire to amend the Agreement to exercise all three one-year
extensions for a new termination date of January 31, 2026 and add $300,000 in additional
compensation, not to exceed $100,000 annually, for the period February 1, 2023 to January 31, 2026,
for a new Contract Sum of $480,000.
TERMS
1. Contract Changes. The Agreement is amended as provided herein. Deleted text is
indicated in strikethrough and added text in bold italics.
a. Section 2.1, Contract Sum, is amended to read:
Subject to any limitations set forth in this Agreement, City agrees to pay 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 $180,000 (One Hundred
Eighty Thousand Dollars)$480,000 (Four Hundred Eighty Thousand Dollars)
(the “Contract Sum”), unless additional compensation is approved pursuant to
Section 1.9. Compensation for the period February 1, 2023 to January 31, 2026
shall not exceed $100,000 annually.
b. Section 3.4, Term, is amended to read:
Unless earlier terminated in accordance with Article 7 of this Agreement, this
Agreement shall continue in full force and effect until completion of the services but
not exceeding three years from the date hereofJanuary 31, 2026, except as otherwise
provided in the Schedule of Performance (Exhibit “D”). The City may, in its sole
discretion, extend the Term for three additional one-year term(s).
c. Exhibit “C” Schedule of Compensation, is deleted and replaced with
Exhibit “C” Amendment No. 1 Schedule of Compensation, attached hereto and incorporated
by reference.
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2. Continuing Effect of Agreement. Except as amended by this Amendment No. 1, all
provisions of the Agreement shall remain unchanged and in full force and effect. From and after the
date of this Amendment No. 1, whenever the term “Agreement” appears in the Agreement, it shall
mean the Agreement, as amended by this Amendment No. 1 to the Agreement.
3. Affirmation of Agreement; Warranty Re Absence of Defaults. City and
Consultant each ratify and reaffirm each and every one of the respective rights and obligations
arising under the Agreement. Each party represents and warrants to the other that there have been no
written or oral modifications to the Agreement other than as provided herein. Each party represents
and warrants to the other that the Agreement is currently an effective, valid, and binding obligation.
Consultant represents and warrants to City that, as of the date of this Amendment No. 1, City
is not in default of any material term of the Agreement and that there have been no events that, with
the passing of time or the giving of notice, or both, would constitute a material default under the
Agreement.
City represents and warrants to Consultant that, as of the date of this Amendment No. 1,
Consultant is not in default of any material term of the Agreement and that there have been no events
that, with the passing of time or the giving of notice, or both, would constitute a material default
under the Agreement.
4. Adequate Consideration. The parties hereto irrevocably stipulate and agree that they
have each received adequate and independent consideration for the performance of the obligations
they have undertaken pursuant to this Amendment No. 1.
5. Authority. The persons executing this Amendment No. 1 on behalf of the parties
hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to
execute and deliver this Amendment No. 1 on behalf of said party, (iii) by so executing this
Amendment No. 1, such party is formally bound to the provisions of this Amendment No. 1, and (iv)
the entering into this Amendment No. 1 does not violate any provision of any other agreement to
which said party is bound.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 on the
dates set forth below, with express intent that this Amendment No. 1 shall be effective as of
February 1, 2023.
CITY:
CITY OF RANCHO PALOS VERDES, a
municipal corporation
____________________________________
Barbara Ferraro, Mayor
ATTEST:
_________________________________
Teresa Takaoka, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
_________________________________
William W. Wynder, City Attorney
CONSULTANT:
MONACO MECHANICAL, INC., a
California corporation, dba ALL AREA
SERVICES
By: ________________________________
Name: Beni Monaco
Title: Chief Executive Officer
By: ________________________________
Name: Beni Monaco
Title: Chief Financial Officer
Date:_________________, 2023
Address: 5742 Venice Boulevard
Los Angeles, CA 90019
Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the
following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief
Financial Officer or any Assistant Treasurer. CONSULTANT’S SIGNATURES SHALL BE DULY NOTARIZED, AND
APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF
INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT’S BUSINESS ENTITY.
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CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On __________, 2023 before me, ________________, personally appeared ________________, proved to me on the
basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the
instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true
and correct.
WITNESS my hand and official seal.
Signature: _____________________________________
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form .
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
INDIVIDUAL
CORPORATE OFFICER
_______________________________
TITLE(S)
PARTNER(S) LIMITED
GENERAL
ATTORNEY-IN-FACT
TRUSTEE(S)
GUARDIAN/CONSERVATOR
OTHER_______________________________
______________________________________
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
_____________________________________________
_____________________________________________
___________________________________
TITLE OR TYPE OF DOCUMENT
___________________________________
NUMBER OF PAGES
___________________________________
DATE OF DOCUMENT
___________________________________
SIGNER(S) OTHER THAN NAMED ABOVE
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
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CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On __________, 2023 before me, ________________, personally appeared ________________, proved to me on the
basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the
instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true
and correct.
WITNESS my hand and official seal.
Signature: _____________________________________
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form .
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
INDIVIDUAL
CORPORATE OFFICER
_______________________________
TITLE(S)
PARTNER(S) LIMITED
GENERAL
ATTORNEY-IN-FACT
TRUSTEE(S)
GUARDIAN/CONSERVATOR
OTHER_______________________________
______________________________________
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
_____________________________________________
_____________________________________________
___________________________________
TITLE OR TYPE OF DOCUMENT
___________________________________
NUMBER OF PAGES
___________________________________
DATE OF DOCUMENT
___________________________________
SIGNER(S) OTHER THAN NAMED ABOVE
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
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EXHIBIT “C” AMENDMENT NO. 1
SCHEDULE OF COMPENSATION
I. Consultant shall perform the on-call services at the rates listed in Exhibit C-1. The
rates provided in Exhibit C-1 may not be escalated during the term of this Agreement.
Estimated quantities listed in Exhibit C-1, if any, are for the purpose of estimation only.
Actual quantities and compensation will depend on the needs of the City.
II. Within the budgeted amounts for each task in the Task Budget, and with the approval
of the Contract Officer, funds may be shifted from one Task subbudget to another so
long as the Task Budget is not exceeded
III. The City will compensate Consultant for the Services performed upon submission of a
valid invoice. Each invoice shall be accompanied by all Task Proposal ’s for which
Consultant is requesting compensation. Each invoice is to include:
A. Line items for all personnel describing the work performed, the number of hours
worked, and the hourly rate.
B. Line items for all materials and equipment properly charged to the Services.
C. Line items for all other approved reimbursable expenses claimed, with supporting
documentation.
D. Line items for all approved 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.
VI. The Consultant’s billing rates for all personnel are attached as Exhibit C-1.
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EXHIBIT C-1
RATES FEBRUARY 1, 2020 THROUGH JANUARY 31, 2023
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RATES FEBRUARY 1, 2023 THROUGH JANUARY 31, 2026
1. Service Rates Per Hour Straight Time Overtime Double Time
$148.50 $222.75 $297.00
Apprentice rate per hour $128.50 $192.75 $257.00
Project Manager $175.00
1A. Truck and Fuel Surcharge--$48.00(Per Day on Job Site)
1B. Travel time is charged portal to portal based on our hourly labor rate.
2. Hydro Jetting- plus applicable labor rates
A. 3” and Larger Lines- (Trailer Jetter)
Minimum 2.0 Hours @ $190 whole day rate $450
Additional 1.0 Hours @ $100
B. 2” and smaller Lines- (Small Electric Jetter) plus applicable labor rates
Minimum 2.0 Hours @ $140 whole day rate $285
Additional 1.0 Hours @ $75.00
3. Camera Survey/Location- plus applicable labor rates
Minimum 2.0 hours @ $140 whole day rate $285
Additional 1.0 hours @ $75
4. Tools- Per day charge
Auger Minimum Equipment Charge $25.50
Sink Machine Minimum Equipment Charge $38.00
Sewer Machine Minimum Equipment Charge $65.00
Large Tool Minimum Equipment Charge $65.00
5. Backflow Testing, Certification
1 test for certification-$98.00
More than 1 at job site will be $98.00 for the 1st test and $62.00 for each additional test.
Proposals for repair/replacement of devices that failed will be provided.
Travel time will be charged if out of WLA, Downtown area.
6. Rental Equipment
When rental equipment is provided by Seller, rental equipment shall be invoiced at Seller’s cost, plus 20%
rental handling charge.
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CONTRACT SERVICES AGREEMENT
By and Between
CITY OF RANCHO PALOS VERDES
and
MONACO MECHANICAL, INC. dba ALL AREA SERVICES
01203 0006/626037 1 I B-1
AGREEMENT FOR CONTRACT SERVICES
BETWEEN THE CITY OF RANCHO PALOS VERDES AND
MONACO MECHANICAL INC DBA ALL AREAS SERVICES
THIS AGREEMENT FOR CONTRACT SERVICES (herein Agreement ) is made and
entered into on February of , 2020, by and between the CITY OF RANCHO PALOS
VERDES, a California municipal corporation ( City') and MONACO MECHANICAL INC, a
California corporation, dba ALL AREA SERVICES ( Consultant ) City and Consultant may
be referred to, individually or collectively, as Party'or Parties '
RECITALS
A City has sought, by issuance of a Request for Proposals or Invitation for Bids, the
performance of the services defined and described particularly in Article I of this Agreement
B Consultant, following submission of a proposal or bid for the performance of the
services defined and described particularly in Article I of this Agreement, was selected by the
City to perform those services
C Pursuant to the City of Rancho Palos Verdes Municipal Code, City has authority
to enter into and execute this Agreement
D The Parties desire to formalize the selection of Consultant for performance of
those services defined and described particularly in Article I of this Agreement and desire that
the terms of that performance be as particularly defined and described herein
OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants made by
the Parties and contained herein and other consideration, the value and adequacy of which are
hereby acknowledged, the parties agree as follows
ARTICLE 1 SERVICES OF CONSULTANT
1 1 Scope of Services
In compliance with all terms and conditions of this Agreement, the Consultant shall
provide those services specified in the Scope of Services" attached hereto as Exhibit A and
incorporated herein by this reference, which may be referred to herein as the services or
work hereunder As a material inducement to the City entering into this Agreement, Consultant
represents and warrants that it has the qualifications, experience, and facilities necessary to
properly perform the services required under this Agreement in a thorough, competent, and
professional manner, and is experienced in performing the work and services contemplated
herein Consultant shall at all times faithfully, competently and to the best of its ability,
experience and talent, perform all services described herein Consultant covenants that it shall
follow the highest professional standards in performing the work and services required hereunder
and that all materials will be both of good quality as well as fit for the purpose intended For
purposes of this Agreement, the phrase highest professional standards shall mean those
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standards of practice recognized by one or more first-class firms performing similar work under
similar circumstances
1 2 Consultant's Proposal
The Scope of Service shall include the Consultant s scope of work or bid 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 sey and California Code of
Regulations, Title 8, Section 16000 et sey , 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 sey and 1810 et sey , and all other applicable laws,
including the following requirements
a) Public Work The Parties acknowledge that some or all of the work to be
performed under this Agreement is a public work as defined in Labor Code Section 1720 and
that this Agreement is therefore subject to the requirements of Division 2, Part 7, Chapter 1
commencing with Section 1720) of the California Labor Code relating to public works contracts
and the rules and regulations established by the Department of Industrial Relations ( DIR )
implementing such statutes The work performed under this Agreement is subject to compliance
monitoring and enforcement by the DIR Consultant shall post job site notices, as prescribed by
regulation
b) Prevailing Wages Consultant shall pay prevailing wages to the extent
required by Labor Code Section 1771 Pursuant to Labor Code Section 1773 2, copies of the
prevailing rate of per diem wages are on file at City Hall and will be made available to any
interested party on request By initiating any work under this Agreement, Consultant
acknowledges receipt of a copy of the Department of Industrial Relations (DIR) determination of
the prevailing rate of per diem wages, and Consultant shall post a copy of the same at each job
site where work is performed under this Agreement
c) Penalty for Failure to Pay Prevailing Wages Consultant shall comply with
and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment
of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages The
Consultant shall, as a penalty to the City, forfeit two hundred dollars ($200) for each calendar
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day, or portion thereof, for each worker paid less than the prevailing rates as determined by the
DR 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 seg concerning the employment of apprentices on public works projects
Consultant shall be responsible for compliance with these aforementioned Sections for all
apprenticeable occupations Prior to commencing work under this Agreement, Consultant shall
provide City with a copy of the information submitted to any applicable apprenticeship program
Within sixty (60) days after concluding work pursuant to this Agreement, Consultant and each of
its subconsultants shall submit to the City a verified statement of the journeyman and apprentice
hours performed under this Agreement
f) Eight-Hour Work Day Consultant acknowledges that eight (8) 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 twenty-five dollars ($25) 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 eight (8) hours in any one calendar day and forty (40) hours in any one calendar week
in violation of the provisions of Division 2, Part 7, Chapter I, Article 3 of the Labor Code
Pursuant to Labor Code section 1815, work performed by employees of Consultant in excess of
eight (8) hours per day, and forty (40) hours during any one week shall be permitted upon public
work upon compensation for all hours worked in excess of 8 hours per day at not less than one
and one-half(1Y2)times the basic rate of pay
h) Workers' Compensation California Labor Code Sections 1860 and 3700
provide that every employer will be required to secure the payment of compensation to its
employees if it has employees In accordance with the provisions of California Labor Code
Section 1861, Consultant certifies as follows
I am aware of the provisions of Section 3700 of the Labor Code which require
every employer to be insured against liability for workers' compensation or to
undertake self-insurance in accordance with the provisions of that code, and I will
comply with such provisions before commencing the performance of the work of
this contract
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Consultant s Authorized Initials Pivi
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 I 720)
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 On) 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
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 order is first given by the Contract Officer to the Consultant,
incorporating therein any adjustment in (i) the Contract Sum for the actual costs of the extra
work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the
written approval of the Consultant Any increase in compensation of up to ten percent (10%) of
the Contract Sum or $25,000, whichever is less, or, in the time to perform of up to one hundred
eighty (180) days, may be approved by the Contract Officer Any greater increases, taken either
separately or cumulatively, must be approved by the City Council It is expressly understood by
Consultant that the provisions of this Section shall not apply to services specifically set forth in
the Scope of Services Consultant hereby acknowledges that it accepts the risk that the services to
be provided pursuant to the Scope of Services may be more costly or time consuming than
Consultant anticipates and that Consultant shall not be entitled to additional compensation
therefor City may in its sole and absolute discretion have similar work done by other
Consultants No claims for an increase in the Contract Sum or time for performance shall be
valid unless the procedures established in this Section are followed
1 10 Special Requirements
Additional terms and conditions of this Agreement, if any, which are made a part hereof
are set forth in the Special Requirements' attached hereto as Exhibit B ' and incorporated
herein by this reference In the event of a conflict between the provisions of Exhibit B" and any
other provisions of this Agreement, the provisions of Exhibit B ' shall govern
ARTICLE 2 COMPENSATION AND METHOD OF PAYMENT
2 1 Contract Sum
Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the
amounts specified in the Schedule of Compensation attached hereto as Exhibit C and
incorporated herein by this reference The total compensation, including reimbursement for
actual expenses, shall not exceed $180,000 (One Hundred Eighty Thousand Dollars) (the
Contract Sum'), unless additional compensation is approved pursuant to Section 19
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2 2 Method of Compensation
The method of compensation may include (i) a lump sum payment upon completion, (II)
payment in accordance with specified tasks or the percentage of completion of the services, less
contract retention, (inn) payment for time and materials based upon the Consultant s rates as
specified in the Schedule of Compensation, provided that (a) time estimates are provided for the
performance of sub tasks, (b) contract retention is maintained, and (c) the Contract Sum is not
exceeded, or(iv) such other methods as may be specified in the Schedule of Compensation
2 3 Reimbursable Expenses
Compensation may include reimbursement for actual and necessary expenditures for
reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in
advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4 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 for all work performed
and expenses incurred during the preceding month in a form approved by City s Director of
Finance By submitting an invoice for payment under this Agreement, Consultant is certifying
compliance with all provisions of the Agreement The invoice shall contain all information
specified in Exhibit C', and shall detail charges for all 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 forty-five (45) days of receipt of Consultant's correct and
undisputed invoice, however, Consultant acknowledges and agrees that due to City warrant run
procedures, the City cannot guarantee that payment will occur within this time period In the
event any charges or expenses 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
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ARTICLE 3 PERFORMANCE SCHEDULE
3 1 Time of Essence
Time is of the essence in the performance of this Agreement
3 2 Schedule of Performance
Consultant shall commence the services pursuant to this Agreement upon receipt of a
written notice to proceed and shall perform all services within the time period(s) established in
the Schedule of Performance' attached hereto as Exhibit D' and incorporated herein by this
reference When requested by the Consultant, extensions to the time period(s) specified in the
Schedule of Performance may be approved in writing by the Contract Officer but not exceeding
one hundred eighty(180)days cumulatively
3 3 Force 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 ten (10) days of the commencement of such delay notify the Contract Officer in
writing of the causes of the delay The Contract Officer shall ascertain the facts and the extent of
delay, and extend the time for performing the services for the period of the enforced delay when
and if in the judgment of the Contract Officer such delay is justified The Contract Officer s
determination shall be final and conclusive upon the parties to this Agreement In no event shall
Consultant be entitled to recover damages against the City for any delay in the performance of
this Agreement, however caused, Consultant s sole remedy being extension of the Agreement
pursuant to this Section
3 4 Term
Unless earlier 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
years from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit
D') The City may, in its sole discretion, extend the Term for three additional one-year term(s)
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
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Brad Knott Service Manager
Name) Title)
Beni Monaco President
Name) Title)
It is expressly understood that the experience, knowledge, capability and reputation of the
foregoing principals were a substantial inducement for City to enter into this Agreement
Therefore, the foregoing principals shall be responsible during the term of this Agreement for
directing all activities of Consultant and devoting sufficient time to personally supervise the
services hereunder All personnel of Consultant, and any authorized agents, shall at all times be
under the exclusive direction and control of the Principals For purposes of this Agreement, the
foregoing Principals may not be replaced nor may their responsibilities be substantially reduced
by Consultant without the express written approval of City Additionally, Consultant shall utilize
only competent personnel to perform services pursuant to this Agreement Consultant shall make
every reasonable effort to maintain the stability and continuity of Consultant s staff and
subcontractors, if any, assigned to perform the services required under this Agreement
Consultant shall notify City of any changes in Consultant's staff and subcontractors, if any,
assigned to perform the services required under this Agreement, prior to and during any such
performance
4 2 Status of Consultant
Consultant shall have no authority to bind City in any manner, or to incur any obligation,
debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless
such authority is expressly conferred under this Agreement or is otherwise expressly conferred in
writing by City Consultant shall not at any time or in any manner represent that Consultant or
any of Consultant s officers, employees, or agents are in any manner officials, officers,
employees or agents of City Neither Consultant, nor any of Consultant's officers, employees or
agents, shall obtain any rights to retirement, health care or any other benefits which may
otherwise accrue to City's employees Consultant expressly waives any claim Consultant may
have to any such rights
4 3 Contract Officer
The Contract Officer shall be Juan Hernandez, Public Works Superintendent, 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
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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 In addition, neither this
Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or
encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise,
without the prior written approval of City Transfers restricted hereunder shall include the
transfer to any person or group of persons acting in concert of more than twenty five percent
25%) of the present ownership and/or control of Consultant, taking all transfers into account on
a cumulative basis In the event of any such unapproved transfer, including any bankruptcy
proceeding, this Agreement shall be void No approved transfer shall release the Consultant or
any surety of Consultant of any liability hereunder without the express consent of City
ARTICLE 5 INSURANCE AND INDEMNIFICATION
5 1 Insurance 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
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and property damage for all activities of the Consultant arising out of or in connection with
Services to be performed under this Agreement, including coverage for any owned, hired, non-
owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each
accident
c) Professional liability (errors & omissions) insurance Consultant shall
maintain professional liability insurance that covers the Services to be performed in connection
with this Agreement, in the minimum amount of$1,000,000 per claim and in the aggregate Any
policy inception date, continuity date, or retroactive date must be before the effective date of this
Agreement and Consultant agrees to maintain continuous coverage through a period no less than
three (3)years after completion of the services required by this Agreement
d) Workers compensation insurance Consultant shall maintain Workers'
Compensation Insurance (Statutory Limits) and Employer's Liability Insurance (with limits of at
least $1,000,000)
e) Subcontractors Consultant shall include all subcontractors as insureds
under its policies or shall furnish separate certificates and certified endorsements for each
subcontractor All coverages for subcontractors shall include all of the requirements stated
herein
f) Additional Insurance Policies of such other insurance, as may be required
in the Special Requirements in Exhibit B
5 2 General Insurance Requirements
a) Proof of insurance Consultant shall provide certificates of insurance to
City as evidence of the insurance coverage required herein, along with a waiver of subrogation
endorsement for workers' compensation Insurance certificates and endorsements must be
approved by City s Risk Manager prior to commencement of performance Current certification
of insurance shall be kept on file with City at all times during the term of this Agreement City
reserves the right to require complete, certified copies of all required insurance policies, at any
time
b) Duration of coverage Consultant shall procure and maintain for the
duration of this Agreement insurance against claims for injuries to persons or damages to
property, which may arise from or in connection with the performance of the Services hereunder
by Consultant, its agents, representatives, employees or subconsultants
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
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d) City's rights of enforcement In the event any policy of insurance required
under this Agreement does not comply with these specifications or is canceled and not replaced,
City has the right but not the duty to obtain the insurance it deems necessary and any premium
paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient
to pay premium from Consultant payments In the alternative, City may cancel this Agreement
e) Acceptable insurers All insurance policies shall be issued by an insurance
company currently authorized by the Insurance Commissioner to transact business of insurance
or that is on the List of Approved Surplus Line Insurers in the State of California, with an
assigned policyholders Rating of A- (or higher) and Financial Size Category Class VI (or larger)
in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by
the City's Risk Manager
f) Waiver of subrogation All insurance coverage maintained or procured
pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or
appointed officers, agents, officials, employees and volunteers or shall specifically allow
Consultant or others providing insurance evidence in compliance with these specifications to
waive their right of recovery prior to a loss Consultant hereby waives its own right of recovery
against City, and shall require similar written express waivers and insurance clauses from each of
its subconsultants
g) Enforcement of contract provisions (non-estoppel) Consultant
acknowledges and agrees that any actual or alleged failure on the part of the City to inform
Consultant of non-compliance with any requirement imposes no additional obligations on the
City nor does it waive any rights hereunder
h) Requirements not limiting Requirements of specific coverage features or
limits contained in this section are not intended as a limitation on coverage, limits or other
requirements, or a waiver of any coverage normally provided by any insurance Specific
reference to a given coverage feature is for purposes of clarification only as it pertains to a given
issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other
coverage, or a waiver of any type If the Consultant maintains higher limits than the minimums
shown above, the City requires and shall be entitled to coverage for the higher limits maintained
by the Consultant Any available insurance proceeds in excess of the specified minimum limits of
insurance and coverage shall be available to the City
i) Notice of cancellation Consultant agrees to oblige its insurance agent or
broker and insurers to provide to City with a thirty (30) day notice of cancellation (except for
nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each
required coverage
1) 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
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k) Prohibition of undisclosed coverage limitations None of the coverages
required herein will be in compliance with these requirements if they include any limiting
endorsement of any kind that has not been first submitted to City and approved of in writing
I) Separation of insureds A severability of interests provision must apply for
all additional insureds ensuring that Consultant s insurance shall apply separately to each insured
against whom claim is made or suit is brought, except with respect to the insurer's limits of
liability The policy(ies) shall not contain any cross-liability exclusions
m) Pass through clause Consultant agrees to ensure that its subconsultants,
subcontractors, and any other party involved with the project who is brought onto or involved in
the project by Consultant, provide the same minimum insurance coverage and endorsements
required of Consultant Consultant agrees to monitor and review all such coverage and assumes
all responsibility for ensuring that such coverage is provided in conformity with the requirements
of this section Consultant agrees that upon request, all agreements with consultants,
subcontractors, and others engaged in the project will be submitted to City for review
n) Agency s right to revise specifications The City reserves the right at any
time during the term of the contract to change the amounts and types of insurance required by
giving the Consultant ninety (90) days advance written notice of such change If such change
results in substantial additional cost to the Consultant, the City and Consultant may renegotiate
Consultant's compensation
o) Self-insured retentions Any self-insured retentions must be declared 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 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
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entity for which Consultant is legally liable ( indemnitors') or arising from Consultant s or
indemnitors reckless or willful misconduct, or arising from Consultant's or indemnitors'
negligent performance of or failure to perform any term, provision, covenant or condition of this
Agreement, and in connection therewith
a) Consultant will defend any action or actions filed in connection with any
of said claims or liabilities and will pay all costs and expenses, including legal costs and
attorneys' fees incurred in connection therewith,
b) Consultant will promptly pay any judgment rendered against the City, its
officers, agents or employees for any such claims or liabilities arising out of or in connection
with the negligent performance of or failure to perform such work, operations or activities of
Consultant hereunder, and Consultant agrees to save and hold the City, its officers, agents, and
employees harmless therefrom,
c) In the event the City, its officers, agents or employees is made a party to
any action or proceeding filed or prosecuted against Consultant for such damages or other claims
arising out of or in connection with the negligent performance of or failure to perform the work,
operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers,
agents or employees, any and all costs and expenses incurred by the City, its officers, agents or
employees in such action or proceeding, including but not limited to, legal costs and attorneys'
fees
Consultant shall incorporate similar indemnity agreements with its subcontractors and if
it fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and
failure of City to monitor compliance with these provisions shall not be a waiver hereof This
indemnification includes claims or liabilities arising from any negligent or wrongful act, error or
omission, or reckless or willful misconduct of Consultant in the performance of professional
services hereunder The provisions of this Section do not apply to claims or liabilities occurring
as a result of City s sole negligence or willful acts or omissions, but, to the fullest extent
permitted by law, shall apply to claims and liabilities resulting in part from City s negligence,
except that design professionals' indemnity hereunder shall be limited to claims and liabilities
arising out of the negligence, recklessness or willful misconduct of the design professional The
indemnity obligation shall be binding on successors and assigns of Consultant and shall survive
termination of this Agreement
ARTICLE 6 RECORDS, REPORTS, AND RELEASE OF INFORMATION
61 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
01203 0006/626037 1 13
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records and transcripts from such records Such records shall be maintained for a period of three
3) years following completion of the services hereunder, and the City shall have access to such
records in the event any audit is required In the event of dissolution of Consultant's business,
custody of the books and records may be given to City, and access shall be provided by
Consultant's successor in interest Notwithstanding the above, the Consultant shall fully
cooperate with the City in providing access to the books and records if a public records request is
made and disclosure is required by law including but not limited to the California Public Records
Act
6 2 Reports
Consultant shall periodically prepare and submit to the Contract Officer such reports
concerning the performance of the services required by this Agreement as the Contract Officer
shall require Consultant hereby acknowledges that the City is greatly concerned about the cost of
work and services to be performed pursuant to this Agreement For this reason, Consultant agrees
that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or
will materially increase or decrease the cost of the work or services contemplated herein or, if
Consultant is providing design services, the cost of the project being designed, Consultant shall
promptly notify the Contract Officer of said fact, circumstance, technique or event and the
estimated increased or decreased cost related thereto and, if Consultant is providing design
services, the estimated increased or decreased cost estimate for the project being designed
6 3 Ownership of Documents
All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes,
computer files, reports, records, documents and other materials (the documents and materials")
prepared by Consultant, its employees, subcontractors and agents in the performance of this
Agreement shall be the property of City and shall be delivered to City upon request of the
Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim
for further employment or additional compensation as a result of the exercise by City of its full
rights of ownership use, reuse, or assignment of the documents and materials hereunder Any use,
reuse or assignment of such completed documents for other projects and/or use of uncompleted
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
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information or work product to persons or entities other than City without prior written
authorization from the Contract Officer
b) Consultant, its officers, employees, agents or subcontractors, shall not,
without prior written authorization from the Contract Officer or unless requested by the City
Attorney, voluntarily provide documents, declarations, letters of support, testimony at
depositions, response to interrogatories or other information concerning the work performed
under this Agreement Response to a subpoena or court order shall not be considered voluntary"
provided Consultant gives City notice of such court order or subpoena
c) If Consultant, or any officer, employee, agent or subcontractor of
Consultant, provides any information or work product in violation of this Agreement, then City
shall have the right to reimbursement and indemnity from Consultant for any damages costs and
fees, including attorney's fees, caused by or incurred as a result of Consultant's conduct
d) Consultant shall promptly notify City should Consultant, its officers,
employees, agents or subcontractors be served with any summons, complaint, subpoena, notice
of deposition, request for documents, interrogatories, request for admissions or other discovery
request, court order or subpoena from any party regarding this Agreement and the work
performed there under City retains the right, but has no obligation, to represent Consultant or be
present at any deposition, hearing or similar proceeding Consultant agrees to cooperate fully
with City and to provide City with the opportunity to review any response to discovery requests
provided by Consultant However, this right to review any such response does not imply or mean
the right by City to control, direct, or rewrite said response
ARTICLE 7 ENFORCEMENT OF AGREEMENT AND TERMINATION
7 1 California Law
This Agreement shall be interpreted, construed and governed both as to validity and to
performance of the parties in accordance with the laws of the State of California Legal actions
concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be
instituted in the Superior Court of the County of Los Angeles, State of California, or any other
appropriate 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 presumptively thirty (30) days, but may be extended, though not
reduced, if circumstances warrant During the period of time that Consultant is in default, the
City shall hold all invoices and shall, when the default is cured, proceed with payment on the
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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 (n) all amounts for which City may be liable to third parties, by
reason of Consultant's acts or omissions in performing or failing to perform Consultant's
obligation under this Agreement In the event that any claim is made by a third party, the amount
or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear
to be the basis for a claim of lien, City may withhold from any payment due, without liability for
interest because of such withholding, an amount sufficient to cover such claim The failure of
City to exercise such right to deduct or to withhold shall not, however, affect the obligations of
the Consultant to insure, indemnify, and protect City as elsewhere provided herein
7 4 Waiver
Waiver by any party to this Agreement of any term, condition, or covenant of this
Agreement shall not constitute a waiver of any other term, condition, or covenant Waiver by any
party of any breach of the provisions of this Agreement shall not constitute a waiver of any other
provision or a waiver of any subsequent breach or violation of any provision of this Agreement
Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of
the provisions of this Agreement No delay or omission in the exercise of any right or remedy by
a non-defaulting party on any default shall impair such right or remedy or be construed as a
waiver Any waiver by either party of any default must be in writing and shall not be a waiver of
any other default concerning the same or any other provision of this Agreement
7 5 Rights and Remedies are Cumulative
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
01203 0006/626037 1 16
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provision herein, Consultant shall file a statutory claim pursuant to Government Code Sections
905 et seq and 910 et seq , in order to pursue a legal action under this Agreement
7 7 Liquidated Damages
Since the determination of actual damages for any delay in performance of this
Agreement would be extremely difficult or impractical to determine in the event of a breach of
this Agreement, the Consultant and its sureties shall be liable for and shall pay to the City the
sum of$500 00 (Five Hundred Dollars) as liquidated damages for each working day of delay in
the performance of any service required hereunder The City may withhold from any monies
payable on account of services performed by the Contractor any accrued liquidated damages
7 8 Termination Prior to Expiration of Term
This Section shall govern any termination of this Contract except as specifically provided
in the following Section for termination for cause The City reserves the right to terminate this
Contract at any time, with or without cause, upon thirty (30) days written notice to Consultant,
except that where termination is due to the fault of the Consultant, the period of notice may be
such shorter time as may be determined by the Contract Officer In addition, the Consultant
reserves the right to terminate this Contract at any time, with or without cause, upon sixty (60)
days' written notice to City, except that where termination is due to the fault of the City, the
period of notice may be such shorter time as the Consultant may determine Upon receipt of any
notice of termination, Consultant shall immediately cease all services hereunder except such as
may be specifically approved by the Contract Officer Except where the Consultant has initiated
termination, the Consultant shall be entitled to compensation for all services rendered prior to the
effective date of the notice of termination and for any services authorized by the Contract Officer
thereafter in accordance with the Schedule of Compensation or such as may be approved by the
Contract Officer, except as provided in Section 7 3 In the event the Consultant has initiated
termination, the Consultant shall be entitled to compensation only for the reasonable value of the
work product actually produced hereunder In the event of termination without cause pursuant to
this Section, the terminating party need not provide the non-terminating party with the
opportunity to cure pursuant to Section 7 2
7 9 Termination for Default of Consultant
If termination is due to the failure of the Consultant to fulfill its obligations under this
Agreement, City may, after compliance with the provisions of Section 7 2, take over the work
and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable
to the extent that the total cost for completion of the services required hereunder exceeds the
compensation herein stipulated (provided that the City shall use reasonable 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
7 10 Attorneys' Fees
If either party to this Agreement is required to initiate or defend or made a party to any
action or proceeding in any way connected with this Agreement, the prevailing party in such
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action or proceeding, in addition to any other relief which may be granted, whether legal or
equitable, shall be entitled to reasonable attorney's fees 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,
religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other
protected class
8 4 Unauthorized Aliens
01203 0006/626037 1 18
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Consultant hereby promises and agrees to comply with all of the provisions of the Federal
Immigration and Nationality Act, 8 U S C § 1 101 el 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
91 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
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
01203 0006/626037 1 19
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date and year first-above written
CITY
CITY OF RANCHO PALOS VERDES, a
municipal corporation
John 4 ikshank, Mayor
ATT:`.
411111`111ft
offlispirn, City Clerk
APPROVED AS TO FORM
ALESHIRE & WYNDER, LLP
ozde.William W Wyty Attorney
CONSULTANT
Monaco M:'ahntcal, Inc/DB:i= II Area Services
By /
11°
Na"i' ad Knott
Ti Se vice M. ager
Ar
By a.G —
Name Bern Monaco
Title President
Address 5742 Venice Boulevard
Los Angeles, CA 90019
Two corporate officer signatures required when Consultant is a corporation,with one signature required
from each of the following groups 1)Chairman of the Board,President or any Vice President,and 2)
Secretary,any Assistant Secretary,Chief Financial Officer or any Assistant Treasurer CONSULTANT'S
SIGNATURES SHALL BE DULY NOTARIZED,AND APPROPRIATE ATTESTATIONS SHALL BE
INCLUDED AS MAY BE REQUIRED BY THE BYLAWS,ARTICLES OF INCORPORATION,OR
OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY
01203 0006/626037 i 21
B-21
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 January 20, 2020 before me, Vartuhi Sarkisyan, Notary Public
insert name and title of the officer)
personally appeared Beni Monaco
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the
person(s), or the entity upon behalf of which the person(s) acted, executed the instrument
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct
WITNESS my hand and official seal
o ,VARTUHI SARKISYAN
Notary Public California
Los Angeles County
en! Commission#2264070
My Comm Expires Nov 21,2022
Signature ate: , awl r Seal)
B-22
ACKNOWLEDGMENT
A notary public or other officer completing this
certificate verifies only the identity of the individual
who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or
validity of that document
State of California
County of Los Angeles
On January 20, 2020before me, Vartuhi Sarkisyan, Notary Public
insert name and title of the officer)
personally appeared Brad Knott
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the
person(s), or the entity upon behalf of which the person(s) acted, executed the instrument
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct
o.,VARTUHI SARKISYAN
WITNESS my hand and official seal Notary Public California
Los Angeles County s:
Commission p 2264070
My Comm Expires Nov 21,2022
Signature Seal)
B-23
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
y'1
Consultant s Authorized initials t d
9 7 Corporate Authority
The persons executing this Agreement on behalf of the parties hereto warrant that (i) such
party is duly organized and existing, (ii) they are duly authorized to execute and deliver this
Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally
bound to the provisions of this Agreement, and (iv) that entering into this Agreement does not
violate any provision of any other Agreement to which said party is bound This Agreement shall
be binding upon the heirs, executors, administrators, successors and assigns of the parties
SIGNATURES ON FOLLOWING PAGE]
01203 0006/626037 I 20
B-24
EXHIBIT "A"
SCOPE OF SERVICES
I Consultant will perform the following Services At the direction of the City s Contract
Officer, respond to and repair plumbing systems and replace the associated components
to those systems located in the City s Facilities and the Services associated with
maintaining and replacing the low pressure grinder pump system in the Abalone Cove
Sewer System Contractor shall perform the work and provide all labor, materials,
equipment and services in a good and workmanlike manner for General City Facilities
Maintenance Services Such repairs include but are not limited to the services listed
below
A Drain clearing of plumbing fixtures
B Replacement of water heaters
C Utilize mechanical equipment to clear of stoppages
D Test, repair and or replace backflow units
E Repair or replace sewer pump pipes
F Hydro-jet Plumbing
G Camera Inspect Plumbing Lines
II Work Request Procedure Before any work is performed, Consultant must provide a
specific written proposal for any requested services and get written approval of the terms
of the proposal from the City, as such process is more fully described herein Unless
specifically defined, each category or type of work listed in Exhibit C-1 shall be
construed broadly to include all services customarily described under such category or
type
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, the Consultant shall prepare a Task Proposal
that includes the following components
a 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,
b the costs to perform the task ( Task Budget ),
01203 0006/626037 1 A-1
B-25
c an explanation of how the cost was determined, and
d 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
III Consultant acknowledges that City has no obligation to request work from Consultant
under this Agreement City may establish a rotation schedule with multiple consultants,
and may seek competing Task Proposals
IV In addition to the requirements of Section 6 2, during performance of the Services,
Consultant will keep the City appraised of the status of performance by delivering the
following status reports
A Consultant shall provide to City a weekly written summary of progress on all
approved Task Proposals for services lasting longer than one week
V All work product is subject to review and acceptance by the City, and must be revised by
the Consultant without additional charge to the City until found satisfactory and accepted
by City
VI Consultant will utilize the following personnel to accomplish the Services
A Erick Nevarez, Journeyman plumber
B James Kunetsler, Journeyman plumber
C Brett Weber, Journeyman plumber
0120.3 0006/626037 I A-2
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EXHIBIT "B"
SPECIAL REQUIREMENTS
Superseding Contract Boilerplate)
INTENTIONALLY LEFT BLANK]
01203 0006/626037 1 B-I
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EXHIBIT "C"
SCHEDULE OF COMPENSATION
I Consultant shall perform the on-call services at the rates listed in Exhibit C-1 The
rates provided in Exhibit C-1 may not be escalated during the term of this
Agreement Estimated quantities listed in Exhibit C-1, if any, are for the purpose of
estimation only Actual quantities and compensation will depend on the needs of the
City
II Within the budgeted amounts for each task in the Task Budget, and with the
approval of the Contract Officer, funds may be shifted from one Task subbudget to
another so long as the Task Budget is not exceeded
III The City will compensate Consultant for the Services performed upon submission of
a valid invoice Each invoice shall be accompanied by all Task Proposal's for which
Consultant is requesting compensation Each invoice is to include
A Line items for all personnel describing the work performed, the number of hours
worked, and the hourly rate
B Line items for all materials and equipment properly charged to the Services
C Line items for all other approved reimbursable expenses claimed, with supporting
documentation
D Line items for all approved 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
VI The Consultant's billing rates for all personnel are attached as Exhibit C-1
01203 0006/626037 1 C-1
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EXHIBIT "C-1"
PERSONNEL RATES
MONACO
5742 1'ENICE BOCLEI'ARD
ef-L .
7111 LOS.•LVGELES,G911P:A L-1 90()19-5015
lei E C H A N I C A L INC ti„
P::(888)939.9990 F:•(323)939.9262
DBA: ALL AREA SERVICES cv,
Plumbing Service it Repair•Commercial•Residential•Tenant Improvement•Pump Service•Backflow•21 Hr Emergency Service
ATTACHMENT"A"
1. Service Rates Per Hour Straight Time Quziime Double Time
132.50 198.75 265.00
Apprentice rate per hour $106.50 159.75 213.00
IA Truck and Fuel Surcharge 535.00(Per Day on Job Site)
1B.Travel time is charged portal to portal based on our hourly labor rate.
2. Hydro Jetting-additional charges separate from labor charge
A. 3"and Larger Lanes-(Trailer Jctter)
Minimum 2.0 Hours @$488.00 OT @$632.00
Additional 1.0 Hours Q$122.00 OT @$183.00
B. 2"and smaller Lines-(Small Elecmc fetter)
Minimum 2.0 Hours a@$244.00 OT @$366.00
Additional 1.01 lours{ct$92.(0 OT @ 5138.0()
3. Camera Survey/Location-additional charges separate from labor charge
Minimum 2.0 hours @ 5244.00 OT @ S366.00
Additional 1.0 hours @$122.00 OT @$183.00
4. Tools-Per day charge
Auger Minimum Equipment Charge$20.50
Sink Machine Minimum Equipment Charge$32.00
Sewer Machine Minimum Equipment Charge S55.00
Large Tool Minimum Equipment Charge$55.00
5. Backflow Testing,Certification
1 test for certification-398.00
More than 1 at job site will be$98.00 for the 1.test and$62.(0 for each additional test.
Proposals for repair/replacement of devices that failed will be provided.
Travel time will be charged if out of\XLA,Downtown area.
6. Rental Equipment
Xlien rental equipment is provided by Seller, rental equipment shall be invoiced at Seller's cost, plus 20%o rental
handling charge.
Si:111 Co\-is.K.lt*i Liu si:\1'.1ta1:R 904020
A.i'.ILL.G 1.51.UJ.Bi'II1t_Ttl:.\Ti.RPRItI:
01203 0006/626037.1 C-2
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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 0006/626037 1 D-1
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