CC SR 20230620 G - FY 23-24 Annual PSA & POs Over $25K
CITY COUNCIL MEETING DATE: 06/20/2023
AGENDA REPORT AGENDA HEADING: Consent Calendar
AGENDA TITLE:
Consideration and possible action to approve ongoing professional service agreements,
amendments, and blanket purchase orders for Fiscal Year 2023-24 that exceed $25,000.
RECOMMENDED COUNCIL ACTION:
(1) Approve the renewal of ongoing professional service agreements,
(2) Approve blanket purchase orders for FY 2023-24 that exceed $25,000 for various
City Departments,
(3) Authorize the Mayor to execute six amendments to existing professional services
agreements approved to form by the City Attorney, and
(4) Authorize the Mayor to execute two professional services agreements for ongoing
services approved to form by the City Attorney.
FISCAL IMPACT: $4,042,927 included in the FY 2023-24 budget from various
accounts.
Amount Budgeted: N/A
Additional Appropriation: N/A
Account Number(s): N/A
ORIGINATED BY: Jason Loya, Senior Administrative Analyst
REVIEWED BY: Vina Ramos, Deputy Director of Finance
Brittany Ruiz, Interim Director of Finance
APPROVED BY: Ara Mihranian, AICP, City Manager
______________________________________________________________________
ATTACHED SUPPORTING DOCUMENTS:
A. Summary of Maintenance and Operations Vendors and Funding Sources
Over $25,000/Fiscal Year (page A-1)
B. Item #7: Amendment No. 2 for Professional Services Agreement with
CliftonLarsonAllen LLP (page B-1)
C. Item #11: Amendment No. 4 for Professional Services Agreement with Fire
Grazers, Inc. (page C-1)
D. Item #12: Amendment No. 2 for Professional Services Agreement with John
L. Hunter & Associates, Inc. (page D-1)
E. Item #13: Amendment No. 6 for Professional Services Agreement with
Michael Baker International, Inc. (page E-1)
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F. Item #16: Amendment No. 5 for Professional Services Agreement with Stay
Green, Inc. (page F-1)
G. Item #17: Amendment No. 2 for Professional Services Agreement with
Sunbeam Technologies, Inc. (page G-1)
H. Item #3: Professional Services Agreement with Blais & Associates, LLC
(page H-1)
I. Item #19: Professional Services Agreement with Marina Graphic Center,
Inc. (page I-1)
It should be noted that Attachment Nos. D-1 and E-1 do not include signed copies
of the Agreement from the vendor, which is forthcoming and will be provided to the
City Council as late correspondence in advance of the June 20 meeting.
BACKGROUND:
The following staff report summarizes the details related to planned professional services
agreements, maintenance agreements, other non -personnel services, and the purchase
of supplies and small equipment of at least $25,000 or more in FY 2023-24. This process
was implemented in FY 2017-18 to consolidate most ongoing annual agreements and
purchase orders of $25,000 or more into one agenda item. Previously, these items would
be recommended to the City Council for approval on an individual basis. Preparing a
consolidated report improves efficiency, transparency, and oversight by streamlining this
process and creating a single-source reference document to account for multiple items
that meet the established criteria. The renewal of ongoing professional services
agreements with existing vendors for multi-year terms is not listed if approved in a prior-
year report. New professional services or construction agreements related to capital
improvement projects are not eligible to be included in this report.
This process is also conducted in accordance with the appropriate City policies.
Ordinance No. 618 (Purchasing), codified in Rancho Palos Verdes Municipal Code
(RPVMC) Chapter 2.14 – Approval and Execution of Contracts, states that all new or
amended agreements over $25,000 require City Council approval and execution by the
Mayor. Furthermore, RPVMC § 2.44.050(C) requires the City Council’s approval for
purchases of supplies or small equipment of over $25,000 per vendor. Thus, Staff seeks
City Council approval which will allow for the funding allocated to these items to be spent
pursuant to adopting the annual budget. The public hearing to review and consider the
adoption of the FY 2023-24 Budget is a separate agenda item.
The information summarized below includes vendor name s, contract terms, estimated
costs, account details, and funding sources for all items under consideration. Based on
the City's needs, the estimated costs and budgeted amounts reported are subject to
change during the year. Additionally, the not-to-exceed (NTE) amounts may end the year
lower than expected based on actual work completed and as departments work with
vendors to secure the best rates. Agreements or purchases that warrant spending beyond
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the NTE amount stated in this report will return to the City Council by the respective
department to seek approval as defined by the City’s Purchasing Ordinance.
Tonight, the City Council is being asked to approve the renewal of ongoing annual service
agreements blanket purchase orders of $25,000 or more and to authorize the Mayor to
sign either professional services agreements or amendments to existing professional
services agreements as described herein.
DISCUSSION:
The details presented below are organized by department and item number and
correspond to the Summary of Maintenance and Operations Vendors and Funding
Sources Over $25,000/Fiscal Year (Attachment A).
CITY ADMINISTRATION
#1 – Azteca Systems, LLC
The City entered into a licensing agreement with Azteca in July 2021 for Cityworks.
Cityworks is the program utilized by Public Works to maintain work orders submitted by
other departments and for asset and maintenance management.
The estimated annual cost to renew the licensing agreement in FY 2023-24 is $43,500.
Account number: 101-400-1470-5201 ($43,000 General Fund – Information
Technology)
#2 – Blais & Associates
Blais & Associates currently provides administrative support for the City’s grant program
under a contract that is set to expire on June 30, 2023 . On April 5, 2023, the City issued
a request for proposals (RFP) for grant management services to ensure competitive
pricing, two proposals were received. Blais & Associates has continued to provide quality
services and competitive pricing, enabling it to rank as the top-qualified firm. Tonight, the
City Council is being asked to consider extending services by approving a new agreement
with Blais & Associates (Attachment H), including two optional one-year extensions.
Although the not to exceed contract amount is $62,507, staff budgeted this service at
$50,000 because in past years the City has generally kept the cost at or below this
amount.
The estimated annual cost for FY 2023-24 is not to exceed $62,507.
Account number: 101-400-2999-5101 ($50,000 General Fund – Non-Departmental -
Professional/Technical Services)
#3 – Dell Marketing L.P.
Dell is a preferred vendor for servers, laptops, and desktops when an addition or a
replacement is needed. To maintain the City’s computer inventory, Staff has allocated
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funding toward a computer replacement program for the upcoming fiscal year and is
seeking City Council approval to make purchases in FY 2023 -24.
The estimated annual cost in FY 2023-24 is not to exceed $80,000.
Account number(s): 101-400-1470-4310 ($5,000 - General Fund – Information
Technology)
681-400-0000-4401 ($75,000 General Fund – Information
Technology)
#4 – Southern California News Group
The City uses the Southern California News Group to advertise for various activities within
the City including, but not limited to, requests for proposals, requests for qualifications,
notices inviting bids on capital projects, recycling events, municipal elections,
recruitments, and public hearing notices.
The estimated Citywide advertising amount in FY 2023-24 is not to exceed $65,000.
Account number: 101-400-XXXX-5102 ($53,000 General Fund, various departments)
213-400-0000-5102 ($12,000 Waste Reduction Fund)
#5 – Ramundsen Superior Holdings, LLC
In January 2023, the City entered a contract extension with Ramundsen Superior
Holdings, LLC and CentralSquare Technologies, LLC for TRAKiT (permit/cashiering
program) software licensing. The amendment retroactively extended the term by five
years through December 19, 2026, and increased the total contract value by a sum of
$235,503. Anticipated expenditures in FY 2023-24 include the annual renewal of software
licensing and additional support services for TRAKiT.
The estimated amount in FY 2023-24 is not to exceed $55,000.
Account number: 101-400-1470-5201 ($45,500 General Fund – Information
Technology)
#6 – SHI International Corp.
SHI International Corp. provides annual software licensing and services including annual
Security-as-a-Service subscriptions from Arctic Wolf, hardware warranty and support,
and other services as needed. Services also include the purchase of hardware and
software other than computers, tablets, and laptops listed in the Equipment Replacement
Schedule. The estimate below includes American Rescue Plan Act (ARPA) project-
related purchases already budgeted for the FY 2023 -24 and beyond.
The estimated annual software licensing, services, and hardware purchased from SHI in
FY 2023-24 are not to exceed $105,000.
Account number(s): 101-400-1470-5201 ($45,000 General Fund – Information
Technology)
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101-400-1470-4310 ($20,000 General Fund – Information
Technology)
333-400-8005-8001 ($40,000 ARPA – Professional / Technical
Services)
FINANCE DEPARTMENT
#7 – CliftonLarsonAllen LLP
CliftonLarsonAllen (CLA) has been providing independent financial audit services to the
City since FY 2017-18. CLA works closely with the Finance Department conducting audits
of the City’s financial statements at the end of each fiscal year. Additionally, CLA performs
agreed-upon audit procedures for the City’s employee compensation report. The scope
of services provided is based on the previous fiscal year. For example, the audit services
for FY 2022-23 will take place after June 2023. On August 17, 2021, Amendment No. 1
was signed, exercising the optional one-year extension to cover the audit period ending
on June 30, 2022. These services concluded on April 30, 2023.
On June 2, 2023, CLA submitted a proposal to the City, extending the professional audit
services through 2025. Staff recommend approving Amendment No. 2 (Attachment B),
thereby extending the contract term through June 30, 2025. According to California state
law, the lead engagement principal is subject to a maximum consecutive six-year
requirement for audits. Hence, starting in FY 2023-24, a new lead engagement principal
with CLA will be assigned to provide the City’s audit services.
The estimated services for FY 2023-24 are not to exceed $70,000.
Account number: 101-400-2110-5101 ($70,000 General Fund - Finance)
NON-DEPARTMENT
#8 - Office Depot
Office Depot is one of the City’s main suppliers of office products and small equipment.
There are approximately ten various accounts within the budget that invoices could be
charged against which is why the third set of the account number is blank.
The estimated need for office supplies citywide in FY 2023-24 is not to exceed $45,000
for supplies.
Account number: 101-400-XXXX-4310 ($45,000 General Fund, various department
accounts)
PUBLIC WORKS DEPARTMENT
#9 – Bay Alarm Company
Bay Alarm provides security, fire monitoring, and response services for City facilities. Staff
solicited security and fire monitoring services in 2019 and found Bay Alarm the lowest
cost. Staff have since obtained these services on a month -to-month basis and plans to
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issue a new solicitation for services next fiscal year at the conclusion of five years. Staff
recommend approving a purchase order for FY 2023-24.
The total estimated costs in FY 2023-24 do not to exceed $40,000.
Account number: 101-400-3140-5201 ($40,000 General Fund – Building Maintenance)
#10 – Diamond Environmental Services, LP
Diamond Environmental Services (formerly A-1 Coast Sanitation) provides mobile
restrooms and sinks for parks, trails, open spaces, City facilities, and Recreation and
Parks Department special events. Staff obtained informal quotes for these services and
found Diamond Environmental Services to be the lowest cost . Staff have been satisfied
with their services and recommend approving a purchase order for FY 2023-24.
The total estimated costs in FY 2023-24 are not to exceed $46,000.
Account number: 101-400-3150-5106 ($40,000, General Fund – Parks Maintenance)
101-400-5170-5106 ($6,000, General Fund – Special Events)
#11 – Fire Grazers, Inc.
Fire Grazers provide fuel modification throughout the City utilizing goat grazing.
On September 17, 2019, the City Council approved a three-year contract, with two one-
year optional extensions for a total contract sum of $450,000. On February 4, 2020, the
City Council approved Amendment No. 1 to add new grazing areas and increase d the
contract sum to $581,445.
On May 4, 2021, the City Council approved Amendment No. 2 to add more new grazing
areas and increased the contract sum to $746,571.
On June 21, 2022, the City Council approved Amendment No. 3 exercising the first of two
one-year options, extending the contract term through September 17, 2023, for a FY
2022-23 amount of $295,917 and increasing the total contract sum to $1,042,488.
Staff recommends approving Amendment No. 4 (Attachment C) exercising the second
and last one-year option, extending the contract term through September 17, 2024, for a
FY 2023-24 amount of $295,917 and increasing the contract sum to $1,338,405.
The estimated services for FY 2023-24 do not exceed $295,917.
Account number: 101-400-3230-5201 ($325,000 General Fund – Fuel Modification)
#12 – John L. Hunter and Associates, Inc.
John L. Hunter and Associates provides consulting services related to complying with
stormwater quality regulations and laws.
On December 21, 2021, following a solicitation for services, the City Council approved a
one-year contract for a not-to-exceed sum of $200,000 with the option to exten d the
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contract for three additional years. On June 21, 2022, the City Council approved
Amendment No. 1, extending the contract term by six months to June 30, 2023, so that
the contract term could align with the fiscal year calendar. The contract increased by
$100,000 for a total contract sum of $300,000. The amendment also modified the two
remaining one-year options to align with the fiscal year calendar (July to June of each
year).
Staff recommend approving Amendment No. 2 (Attachment D), exercising the first of two
remaining one-year options, extending the term to June 30, 2024, for an additional
$200,000 and a new total contract sum of $500,000. The signed amendment is not
attached and will be provided to the City Council as late correspondence in advance of
the June 20 meeting.
Although the budget for FY 2023-24 is $160,000; the contract authorization is requested
at $200,000. The budget amount is based on typical historical average annual
expenditures; however, the contract authorization is greater to allow flexibility in
responding to changing needs. Therefore, should the need arise, Staff will be able to
respond quickly with a budget adjustment only rather than going through the contracting
process again.
Account number: 101-400-3130-5101 ($112,000, General Fund – Stormwater Quality)
343-400-3130-5101 ($48,000, Measure W – Stormwater Quality)
#13 – Michael Baker International, Inc
Michael Baker International, Inc. provides Community Development Block Grant (CDBG)
administration services for regular CDBG grant funds.
On October 16, 2018, the City Council approved a one-year contract with four one-year
extensions for a total contract sum of $65,672.
On July 1, 2019, the City Council approved Amendment No. 1, exercising the first one-
year option, extending the contract term through June 30, 2020, and increasing the total
contract sum to $100,672.
On July 21, 2020, the City Council approved Amendment No. 2, exercising the second
one-year option, extending the contract term through June 30, 2021, and increasing the
total contract sum to $130,672.
On October 6, 2021, the City Council approved Amendment No. 3, incorporating the
CDBG-CV programs into the scope of services and increasing the total contract sum to
$137,172.
On June 15, 2021, the City Council approved Amendment No. 4; exercising the third one-
year option extending the contract term through June 30, 2022, and increasing the
contract sum to $162,172.
On June 21, 2022, the City Council approved Amendment No. 5, exercising the fourth
one-year option, extending the contract term through June 30, 2023, and authorizing an
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additional $35,000 to continue services for both regular CDBG administration and CDBG-
CV senior activities administration, for a total contract sum of $197,172.
Although the final annual extension has been exercised, Staff recommends approving
Amendment No. 6 (Attachment E), extending the term through June 30, 2024, for
continuing CDBG administration services because of an ongoing project that will not
conclude before the end of the fiscal year. It will be more efficient to continue
administration services with the same vendor rather than potentially bringing on a new
vendor up to speed on the ongoing project. Amendment No. 6 is in the amount of $30,000
and will increase the contract sum to $226,545.50 and extend the term through June 30,
2024. The signed amendment is not attached and will be provided to the City Council as
late correspondence in advance of the June 20 meeting.
The estimated services for FY 2023-24 are not to exceed $ 30,000.
Account numbers: 310-400-8810-8001 ($30,000 CDBG Fund- Professional Services)
#14 – Palos Verdes Peninsula Transit Authority
The Palos Verdes Peninsula Transit Authority (PVP Transit), created by the cities of
Rancho Palos Verdes, Palos Verdes Estates, and Rolling Hills Estates in April 2012,
provides public transportation services for the Peninsula community, including the Dial-
A-Ride service for eligible residents.
The estimated services for FY 2023-24 are $852,027.
Account numbers: 216-400-0000-5120 ($852,027 Proposition A Fund-Transit Program)
#15 – Statewide Safety Systems
The City purchases regulatory roadway signs, street signs, park signs, and related
hardware from Statewide Safety Systems. Products are used in the replacement, repair,
and maintenance of roadway signs throughout the City. The estimated annual cost for
these supplies is approximately $40,000.
Staff obtained informal quotes for these services and found Statewide Safety Systems to
be the lowest cost, and Staff has been satisfied with its products to date. Therefore, Staff
recommend approving a purchase order for FY 2023-24 in an amount not to exceed
$40,000.
The total estimated services for FY 2023-24 are not to exceed $40,000.
Account number: 101-400-3150-4310 ($10,000 General Fund – Trails Operating
Material and Supplies)
101-400-3151-4310 ($8,000 General Fund – Parks Operating Material
and Supplies)
202-400-3180-4310 ($20,000 Gas Tax – Landscape Maintenance)
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#16 – Stay Green, Inc.
On February 1, 2017, the City entered a three-year contract, with three additional one-
year options, for labor and equipment for City landscaping, general maintenance, litter,
and trash services for an annual amount of $1,074,970 and a total three-year sum of
$3,224,910.
On October 17, 2017, the City Council approved Amendment No. 1 to increase the total
amount for FY 2017-18 and FY 2018-19 by $257,162 for a new annual total of $1,332,132,
and a total contract amount of $3,739,234.
On June 18, 2019, the City Council approved Amendment No. 2 adding fuel modification
services to the agreement for $99,715, a FY 2019-20 sum of $1,431,847, and a total
contract sum of $3,838,950.
On July 16, 2019, the City Council approved Amendment No. 3 , correcting the
Contractor’s rates for fuel modification services and adding a deadline for the completion
of each fuel modification task.
On February 4, 2020, the City and contractor entered into an Amended and Restated
Agreement to renew the 2017 agreement for the first of the three one-year options through
February 4, 2021, and decreased the annual amount for FY 2020-21 to $1,406,973, and
a total contract sum of $5,245,923.
On June 16, 2020, the City Council approved Amendment No. 1 to the Amended and
Restated Agreement to further expand fuel modification ser vices and increased its costs
from 99,715 to $253,853, increasing the annual amount to $1,561,111, for a total contract
sum of $5,400,061.
On February 1, 2021, the City Council approved Amendment No. 2 to the Amended and
Restated Agreement to extend the term one year to February 4, 2022. The annual amount
for FY 2022-23 remained the same, $1,561,111, for a total contract sum of $6,961,172.
On January 18, 2022, the City Council approved Amendment No. 3 to the Amended and
Restated Agreement, extending the term to February 4, 2023, for a FY 2022-23 total of
$1,561,111, and a total contract sum of $8,522,283.
On January 17, 2023, the City Council approved Amendment No. 4 to the Amended and
Restated Agreement, extending the term an additional five months to June 30, 2023, for
a sum of $709,358 and a total contract sum of $9,231,641 and adding an option for one
additional one-year term through June 30, 2024, at the same rates.
Staff recommend the City Council approve Amendment No. 5 to the Amended and
Restated Agreement (Attachment F), exercising the additional one-year option and
extending the term to June 30, 2024, for a FY 2023-24 total of $1,724,000 and a total
contract sum of $10,955,641.
The estimated services for FY 2023-24 are not to exceed $1,724,000.
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Account numbers: 101-400-3150-5201 ($210,000, General Fund – Trails & Open
Space)
101-400-3151-5201 ($635,000, General Fund – Parks Maintenance)
101-400-3180-5201 ($115,000, General Fund – Street Landscape
Maintenance)
202-400-3180-5201 ($450,000, Gas Tax – Street Landscape
Maintenance)
221-400-0000-5201 ($300,000, Measure M – City Parks, Trails, &
Open Space)
223-400-0000-5201 ($30,000, Subregion One Maintenance)
#17 – Sunbeam Technologies, Inc. (Flagging)
Sunbeam provides traffic control flagging services near Miraleste Intermediate School
during the regular school year and for summer school.
On August 17, 2021, the City Council approved a one-year contract for FY 2021-22 for a
not-to-exceed amount of $161,070 with an option for two one -year extensions for a total
contract sum of $483,210.
On June 21, 2022, the City Council approved Amendment No. 1, exercising the first one-
year option, extending the term to June 30, 2023, for a FY 2022-23 not-to-exceed amount
of $201,000 and a new total contract not-to-exceed sum of $523,140.
Staff recommends approving Amendment No. 2 (Attachment G), exercising the second
one-year option, extending the term to June 30, 2024, for a FY 2023-23 not-to-exceed
amount of $161,070 for a new total contract not-to-exceed sum of $523,140.
The estimated services for FY 2023-24 do not exceed $161,070. This cost does not
include any additional event-related flagging expenditures.
Account number: 101-400-3120-5101 ($162,000 General Fund – Traffic Management)
#18 – Unisan Products, Inc.
The City purchases custodial cleaning supplies and consumables from Unisan Products
for use at facilities and parks. This vendor has fulfilled orders without interruption and
delivered products in a timely manner, whereas others have had supply shortages. Based
on informal quotes, this vendor’s prices are competitive with the market. Therefore, Staff
recommends approving a purchase order for FY 2023-24 in the amount not to exceed
$32,000.
The total estimated services for FY 2023-24 do not exceed $32,000.
Account number: 101-400-3140-4310 ($32,000 General Fund – Building Maintenance)
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RECREATION AND PARKS DEPARTMENT
#19 - Marina Graphic Center, Inc.
Marina Graphic Center, Inc prints the City’s quarterly newsletters and recreation guides
and prepares them for delivery by the U.S. Postal Service. The City entered into a one-
year service agreement with Marina Graphic Center, Inc. on August 16, 2022, for FY
2022-23, with an option for the City Manager to approve an extension of the agreement
for up to two additional one-year terms. Tonight, the City Council is being asked to
consider approving a one-year agreement (Attachment I) to continue services for a total
contract sum not to exceed $42,364.
The estimated services in FY 2023-34 are not to exceed $42,364.
Account number: 101-400- 5110-5103 ($20,000 General Fund – Rec & Parks Admin
/Printing Services)
101-400-1420-5103 ($9,000 General Fund – Community Outreach
/Printing Services)
101-400-2999-5103 ($1,200 General Fund – Non-department /Printing
Services)
213-400-0000-5103 ($10,000 Waste Reduction Fund – Printing
Services)
216-400-0000-5103 ($2,200 Prop A Fund – Printing Services)
#20 – Matsumoto Music LLC
The City entered into an agreement with Matsumoto Music LLC in April 2023 to lead a
variety of children-themed classes. The agreement called for the City to collect all the
attendee fees generated by the classes and then pay Matsumoto Music LLC 70% of the
total proceeds, with the City retaining the remaining 30%. The term of this agreement will
expire on December 31, 2023, and be renewed at that time. Tonight, the City Council is
being asked to approve opening a purchase order in an amount not to exceed $47,000.
The total estimated cost of services in FY 2023-24 is $47,000.
Account Number: 101-400-5131-5101 ($47,000 General Fund – Contract Classes)
#21 – WillScot Mobile Mini
Staff currently utilize Mobile Mini rentals for miscellaneous department storage. The Open
Space Management Division of the Recreation and Parks Department has also procured
a rental trailer from Williams Scotsman, Inc. to provide a temporary office location for Park
Rangers during construction of the Ladera Linda Community Park project. The two
entities merged on January 1, 2023, and will proceed doing business as WillScot Mobile
Mini. Staff requests approval to place a purchase order based on estimated costs not to
exceed $30,000.
The total estimated cost of services in FY 2023-24 is $30,000.
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Account Number: 101-400-XXXX-5106 ($25,000 General Fund – Various Rents &
Leases)
ALTERNATIVES:
In addition to the Staff recommendations, the following alternative actions are available
for the City Council’s consideration:
1. Do not approve extensions to certain agreements and direct Staff to issue
requests for proposals for consideration by the City Council at a later date.
2. Identify concerns with contract amounts and provide Staff with direction.
3. Discuss and take other action related to this item.
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CITY OF RANCHO PALOS VERDES
Maintenance and Operations Vendors
Over $25,000 for FY 2023-24
Item No. Vendor Name Object Description FY 2023-24
Budget
1 Azteca Systems, LLC $43,000
101-400-1470-5201 5201 - Repair & Maintenance Services $43,000
2 Blais & Associates $50,000
101-400-2999-5101 5101 - Professional/Tech Services $50,000
3 DELL Marketing L.P.$80,000
101-400-1470-4310 4310 - Operating Materials & Supplies $5,000
681-400-0000-4401 4401 - Computers $75,000
4 Southern California News Group $65,000
101-400-XXXX-5102 5102 - Advertising $53,000
213-400-0000-5102 5102 - Advertising $12,000
5 Ramundsen Superior Holdings $45,500
101-400-1470-5201 5201 - Repair & Maintenance Services $45,500
6 SHI International Corp.$105,000
101-400-1470-4310 4310 - Operating Materials & Supplies $20,000
101-400-1470-5201 5201 - Repair & Maintenance Services $45,000
333-400-8005-8001 8001 - Professional/Tech Services $40,000
7 CliftonAllenLarson $70,000
101-400-2110-5101 5101 - Professional/Tech Services $70,000
8 ODP Business Solutions $45,000
101-400-XXXX-4310 4310 - Operating Materials & Supplies $45,000
9 Bay Alarm Company $40,000
101-400-3140-5201 5201 - Repair & Maintenance Services $40,000
10 Diamond Environmental Services $46,000
101-400-3150-5106 5106 - Rents & Leases $40,000
101-400-5170-5106 5106 - Rents & Leases $6,000
11 Fire Grazers $325,000
101-400-3230-5201 5201 - Repair & Maintenance Services $325,000
12 John L. Hunter and Associates $160,000
101-400-3130-5101 5101 - Professional/Tech Services $112,000
343-400-3130-5101 5101 - Professional/Tech Services $48,000
13 Michael Baker International $30,000
310-400-8810-8001 8001 - Professional/Tech Services $30,000
14 PV Peninsula Transit Authority $852,027
216-400-0000-5120 5120 - Transit Programs $852,027
15 Statewide Safety Systems $38,000
101-400-3150-4310 4310 - Operating Materials & Supplies $10,000
A-1
CITY OF RANCHO PALOS VERDES
Maintenance and Operations Vendors
Over $25,000 for FY 2023-24
Item No. Vendor Name Object Description FY 2023-24
Budget
15 101-400-3151-4310 4310 - Operating Materials & Supplies $8,000
202-400-3180-4310 4310 - Operating Materials & Supplies $20,000
16 Stay Green $1,740,000
101-400-3150-5201 5201 - Repair & Maintenance Services $210,000
101-400-3151-5201 5201 - Repair & Maintenance Services $635,000
101-400-3180-5201 5201 - Repair & Maintenance Services $115,000
202-400-3180-5201 5201 - Repair & Maintenance Services $450,000
221-400-0000-5201 5201 - Repair & Maintenance Services $300,000
223-400-0000-5201 5201 - Repair & Maintenance Services $30,000
17 Sunbeam Technologies $162,000
101-400-3140-4310 4310 - Operating Materials & Supplies $162,000
18 Unisan Products $32,000
101-400-3140-4310 4310 - Operating Materials & Supplies $32,000
19 Marina Park Graphics Center $42,400
101-400-1420-5103 5103 - Printing/Binding $9,000
101-400-2999-5103 5103 - Printing/Binding $1,200
101-400-5110-5103 5103 - Printing/Binding $20,000
213-400-0000-5103 5103 - Printing/Binding $10,000
216-400-0000-5103 5103 - Printing/Binding $2,200
20 Matsumoto Music $47,000
101-400-5131-5101 5101 - Professional/Tech Services $47,000
21 Willscot Mobile Mini $25,000
101-400-XXXX-5106 5106 - Rents & Leases $25,000
Grand Total $4,042,927
A-2
AMENDMENT NO. 2
TO AGREEMENT FOR CONTRACTUAL SERVICES
THIS AMENDMENT NO. 2 to that certain AGREEMENT FOR CONTRACTUAL
SERVICES (“Amendment No. 2”) by and between the City of Rancho Palos Verdes, a
California municipal corporation (“City”), and CliftonLarsonAllen LLP, a Minnesota limited
liability partnership (“Consultant”) is effective as of the __ day of June, 2023.
RECITALS
A.City and White Nelson Diehl Evans LLP (“WNDE”), a California limited liability
partnership, entered into that certain Agreement for Contractual Services dated May 15, 2018
(“Agreement”) whereby WNDE agreed to provide independent financial audit services (the
“Services”) to City for a term of three years, ending on June 30, 2021, followed by up to two (2)
additional one (1) year terms which may be exercised at the option of the parties.
B.On or about November 1, 2020, the partners of WNDE joined and became
principals of Consultant, and thereafter caused WNDE to assign all of its rights, interest, duties
and obligations under the Agreement and all amendments thereto to Consultant, and Consultant
assumed the same. Such assignment and assumption is subject to City approval under the
Agreement.
C.City and Consultant entered into that certain Amendment No. 1 of the Agreement
to extend the Term of the same and to approve the assignment and transfer of WNDE rights,
interests, and obligations under the Agreement to Consultant.
D.City and Consultant now desire to further amend the Agreement for a maximum of
three (3) one-year extended Terms of the same, subject to the discretion of the City’s Contract
Officer.
TERMS
1.Contract Changes. The Agreement is amended as provided herein. Deleted text is
indicated in strikethrough and added text in bold italics.
Section 3.4, Term, is amended to read as follows:
“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) year from the date thereof, except
as otherwise provided in the Schedule of Performance (Exhibit “D”).
Consultant will audit the City’s financial records for the fiscal years ending
June 30, 2023, June 30, 2024, and June 30, 2025.”
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01203.0001/898551.2 2
Section I, of Exhibit “A”, “Scope of Services” is hereby amended to
read as follows:
“Consultant will perform the following Services: Consultant will audit the
City’s financial statements for the fiscal years ending June 30, 2018 through
June 30, 2021 2023, June 30, 2024, and June 30, 2025. See Exhibit A-1
for additional requirements.
Section 6.3 is hereby amended to read as follows:
“Except for the working papers supporting the Consultant’s attestation
services which must be the property of the Consultant in accordance with
generally accepted auditing standards, all other 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.”
Exhibit “C,” Schedule of Compensation, is replaced in its entirety as
“Amended Exhibit “C,” and is attached hereto and incorporated herein
by this reference
2.Continuing Effect of Agreement. Except as amended by Amendment No. 1, all
provisions of the Agreement shall remain unchanged and in full force and effect. From and after
the date of this Amendment No. 2, whenever the term “Agreement” appears in the Agreement, it
shall mean the Agreement, as amended by Amendment No. 2.
3.Affirmation of Agreement; Warranty Re Absence of Defaults. City and
Consultant each ratify and reaffirm each and every one of the respective rights and obligations
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01203.0001/898551.2 3
arising under the Agreement. Each party represents and warrants to the other that there have been
no written or oral modifications to the Agreement other than as provided herein. Each party
represents and warrants to the other that the Agreement is currently an effective, valid, and binding
obligation.
Consultant represents and warrants to City that, as of the date of this Amendment No. 2,
City is not in default of any material term of the Agreement and that there have been no events
that, with the passing of time or the giving of notice, or both, would constitute a material default
under the Agreement.
City represents and warrants to Consultant that, as of the date of this Amendment No. 2,
Consultant is not in default of any material term of the Agreement and that there have been no
events that, with the passing of time or the giving of notice, or both, would constitute a material
default under the Agreement.
4.Adequate Consideration. The parties hereto irrevocably stipulate and agree that
they have each received adequate and independent consideration for the performance of the
obligations they have undertaken pursuant to this Amendment No. 2.
5.Authority. The persons executing this Amendment No. 2 on behalf of the parties
hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to
execute and deliver this Amendment No. 2 on behalf of said party, (iii) by so executing this
Amendment No. 2, such party is formally bound to the provisions of this Amendment No. 2, and
(iv) the entering into this Amendment No. 2 does not violate any provision of any other agreement
to which said party is bound.
[SIGNATURES ON NEXT PAGE]
B-3
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 2 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 01203.0001/898551.2 4
CITY:
CITY OF RANCHO PALOS VERDES, a
municipal corporation
Barbara Ferraro, Mayor
CONSULTANT:
CLIFTONLARSONALLEN LLP, a
Minnesota limited liability partnership
By:
Name: Robert J. Callanan
Title: Principal
Address: 2875 Michelle Drive, Suite 300,
Irvine, CA 92606
B-4
AMENDED EXHIBIT C
SCHEDULE OF COMPENSATION
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C-8
C-9
AMENDMENT NO. 2
TO AGREEMENT FOR PROFESSIONAL SERVICES
THIS AMENDMENT TO THE AGREEMENT FOR PROFESSIONAL SERVICES
(“Amendment No. 2”) by and between the CITY OF RANCHO PALOS VERDES, a general
law city & municipal corporation (“City”), and JOHN L. HUNTER & ASSOCIATES, INC., a
California corporation (“Consultant”) is effective as of June 20, 2023.
RECITALS
A.City and Consultant entered into an Agreement for Professional Services dated
December 21, 2021 (“Agreement”) whereby Consultant agreed to provide consulting services
related to complying with stormwater quality regulations and laws (“Services”) for a Term of one
year ending December 20, 2022, with a maximum Contract Sum of $200,000, and with the option
to extend the agreement 3 additional years.
B.On July 1, 2022 City and Consultant agreed to extend the Agreement by six (6)
months through June 30, 2023 and increase compensation by $100,000 for a total not to exceed
Contract Sum of $300,000 (“Amendment No. 1”).
C.City and Consultant now agree to further extend the Term by one year through June
30, 2024 with one additional one-year extension remaining, modify the scope of services, and
increase compensation by $194,473 for FY 2023-24, for a total not to exceed Contract Sum of
$494,473.
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
$300,000 (Three Hundred Thousand Dollars)$494,473 (Four Hundred Ninety
Four Thousand Four Hundred Seventy Three Dollars) (the “Contract Sum”),
unless additional compensation is approved pursuant to Section 1.9. Compensation
for FY 22-23 shall not exceed $200,000 (Two Hundred Thousand Dollars).”
b.Section 3.4, Term, is amended to read:
“Unless earlier terminated in accordance with Article 7 of this Agreement,
this Agreement shall continue in full force and effect until completion of the
services but not exceeding June 30, 2023June 30, 2024, except as otherwise
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01203.0006/896811.1 -2-
provided in the Schedule of Performance (Exhibit D). The City may, in its
discretion, extend the Term by three one additional one-year terms.”
c. Exhibit “A”, Scope of Services is repealed and replaced with the
attached Exhibit “A” Amendment No. 2 Scope of Services.
d. Exhibit “C”, Schedule of Compensation is repealed and replaced with
the attached Exhibit “C” Amendment No. 2 Schedule of Compensation.
e. Exhibit “D”, Schedule of Performance is amended to read:
“Consultant shall deliver the following tangible work products to the City
by the following dates and in compliance with all regulatory requirements.
A. Draft MS4 Permit Annual Report by November 15 each year.
B. Newsletters bimonthly and NPDES/WMG meeting summaries
within 10 working days of meeting.
C. Industrial/commercial and Clean Bay Restaurant program
inspection reports and violation notices within one month of the
inspection/violation.
D. Illicit discharge detection investigation reports and violation notices
within one month of investigation.
E. Training presentations at time of training and new and revised
template documents and BMP fact sheets at time of training. Training is conducted
once a year, ideally prior to or at the beginning of the rainy season.
F. Revised Public Outreach materials as needed.
G. Reviewed LID Plans and SWPPs within 10 working days of
receiving initial plan submittals. Follow up reviews will be performed within 10
working 10 days.
H. Construction program inspection reports and violation notices
within one month of the inspection/violation.
I. Watershed meeting agendas 1 day prior to meeting.
J. Revise draft EWMP in accordance with the comments received
from the Regional Water Quality Board, within three months of receipt of
comments.
K. Model contract language to transfer permit responsibility for
implementing Table 18 Activity BMPs and 12 required road reconstruction BMPs
per the MS4 Permit to contractors within the first year of EWMP Implementation.
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L. Draft Watershed ROWD one month prior to June 1, 2022 deadline
for first year, and one month prior to deadline coinciding with Adaptive
Management process.
M. Draft Evaluation of the EWMP (Adaptive Management) – One
month prior to biennial April 19 deadline.
N. Draft Non-Stormwater Source ID Report – 10 working days prior to
deadline for source identification.
O. Draft Integrated Monitoring Compliance Report by November 15
each year.”
2. Continuing Effect of Agreement. Except as amended by this Amendment No. 2,
all provisions of the Agreement shall remain unchanged and in full force and effect. From and
after the date of this Amendment No. 2, whenever the term “Agreement” appears in the Agreement,
it shall mean the Agreement, as amended by Amendment Nos. 1 and 2 to the Agreement.
3. Affirmation of Agreement; Warranty Re Absence of Defaults. City and
Consultant each ratify and reaffirm each and every one of the respective rights and obligations
arising under the Agreement. Each party represents and warrants to the other that there have been
no written or oral modifications to the Agreement other than as provided herein. Each party
represents and warrants to the other that the Agreement is currently an effective, valid, and binding
obligation.
Consultant represents and warrants to City that, as of the date of this Amendment No. 2,
City is not in default of any material term of the Agreement and that there have been no events
that, with the passing of time or the giving of notice, or both, would constitute a material default
under the Agreement.
City represents and warrants to Consultant that, as of the date of this Amendment No. 2,
Consultant is not in default of any material term of the Agreement and that there have been no
events that, with the passing of time or the giving of notice, or both, would constitute a material
default under the Agreement.
4. Adequate Consideration. The parties hereto irrevocably stipulate and agree that
they have each received adequate and independent consideration for the performance of the
obligations they have undertaken pursuant to this Amendment No. 2.
5. Authority. The persons executing this Amendment No. 2 on behalf of the parties
hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to
execute and deliver this Amendment No. 2 on behalf of said party, (iii) by so executing this
Amendment No. 2, such party is formally bound to the provisions of this Amendment No. 2, and
(iv) the entering into this Amendment No. 2 does not violate any provision of any other agreement
to which said party is bound.
[SIGNATURES ON FOLLOWING PAGE]
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01203.0006/896811.1 -4-
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
and year first-above written.
CITY:
CITY OF RANCHO PALOS VERDES, a
municipal corporation
____________________________________
Barbara Ferraro, Mayor
ATTEST:
_________________________________
Teresa Takaoka, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
_________________________________
William W. Wynder, City Attorney
CONSULTANT:
JOHN L. HUNTER & ASSOCIATES,
INC., a California corporation
By: ________________________________
Name: John L. Hunter
Title: President
By: ________________________________
Name: Jillian Brickey
Title: Secretary
Address: 6131 Orangethorpe Avenue, Su
Suite 300
Buena Park, CA 90620
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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01203.0006/896811.1
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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01203.0006/896811.1
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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01203.0006/896811.1
EXHIBIT “A” AMENDMENT NO. 2
SCOPE OF SERVICES FOR THE PERIOD DECEMBER 21, 2021
THROUGH JUNE 30, 2023
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[Continues on following page]
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01203.0006/896811.1
SCOPE OF SERVICES FOR FISCAL YEAR 2023-2024
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EXHIBIT “C” AMENDMENT NO. 2
SCHEDULE OF COMPENSATION
I. Compensation will be based on time and materials per the rate table below. Amounts
may be moved between line items so long as the total contract amount is not exceeded:
COMPENSATION THROUGH JUNE 30, 2023
• 1.3.8 General Consultation As Needed: Time and Materials
mMat Materials
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01203.0006/896811.1
COMPENSATION FOR FISCAL YEAR 2023-2024
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01203.0006/896811.1
EXHIBIT “C-1” AMENDMENT NO. 2
PERSONNEL RATES THROUGH JUNE 30, 2023
John L. Hunter & Associates, Inc.
Principal $185 / hour
Director $165 / hour
Program Manager $165 / hour
Staff Engineer $165 / hour
Project Manager $155 / hour
Assistant Project Manager $145 / hour
Project Engineer $145 / hour
Compliance Specialist II $115 / hour
Project analyst II $115 / hour
Industrical/commercial facility inspection $125 / hour
Compliance Specialist I $95 / hour
Project Analyst I $95 / hour
Administrative Assistant, Laborer (OSHA 40hr certified) $65 / hour
State Certified Laboratory analysis $Cost + 5%
Legal Consultation, Court Apperances/Document review, etc. $250 / hour
Subcontracted equipment Cost + 5%
This rate is subject to consumer price index (CPI) increases in subsequent years.
Geosyntec Standard Rate Schedule (Subcontractor)
Staff Professional $135 / hour
Senior Staff Professional $157 / hour
Professional $178 / hour
Project Professional $200 / hour
Senior Professional $225 / hour
Principal $245 / hour
Senior Principal $268 / hour
Project Administrator $74 / hour
Clerical $58 / hour
Direct Expenses Cost plus 10%
Subcontract Services Cost plus 10%
Personal Automobile (per mile) Current Gov’t Rate
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01203.0006/896811.1
PERSONNEL RATES FOR FISCAL YEAR 2023-2024
D-16
AMENDMENT NO. 6
TO AGREEMENT FOR PROFESSIONAL SERVICES
THIS AMENDMENT TO THE AGREEMENT FOR PROFESSIONAL SERVICES
(“Amendment No. 6”) by and between the CITY OF RANCHO PALOS VERDES (“City”) and
MICHAEL BAKER INTERNATIONAL, INC., a Pennsylvania corporation (“Consultant”) is
effective as of June 20, 2023.
RECITALS
A.City and Consultant entered into that certain Agreement for Contractual Services
dated October 2, 2018, terminating on June 30, 2019 (“Agreement”) whereby Consultant agreed
to provide administrative services for the City’s Community Development Block Grant (“CDBG”)
program (the “Services”) for one year, for a Contract Sum of $65,671.60.
B.On July 1, 2019, City and Consultant entered into Amendment No. 1 to the
Agreement in order to extend the Term of the Agreement through June 30, 2020 and increase the
Contract Sum by $35,000 to $100,671.60.
C.On July 21, 2020, City and Consultant entered into Amendment No. 2 to the
Agreement in order to extend the Term of the Agreement through June 30, 2021 and increase the
Contract Sum by $30,000 to $130,671.60.
D.On October 6, 2020, City and Consultant entered into Amendment No. 3 to the
Agreement in order to increase the Contract Sum by $6,500 to $137,171.60 and add administrative
services for the City’s Community Development Block Grant CARES Act programs to the Scope
of Services.
E.On June 15, 2021, City and Consultant entered into Amendment No. 4 to the
Agreement to extend the Term through June 30, 2022 and increase the Contract Sum by $25,00 0
to $162,171.60.
F.City and Consultant entered into Amendment No. 5. to extend the Term of the
Agreement through June 30, 2023, and to increase the Contract Sum by $34,687 to $196,858.60.
The additional compensation included $29,687 for CDBG Administration and Labor Compliance
Services and $5,000 for CDBG-CV Senior Activities.
G.City and Consultant now desire to further amend the Agreement to extend the Term
to June 30, 2024, to include continuing services on the FY20-21 CDBG project, and to add services
and compensation in the amount of $29,687 for the administration of CDBG funds for the FY 23-
24 CDBG project. The new Contract Sum shall be $226,545.60.
TERMS
1.Contract Changes. The Agreement is amended as provided herein. Deleted text is
indicated in strikethrough and added text in bold italics.
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01203.0006/893478.2 -2-
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 $196,858.60 (One
Hundred Ninety Six Thousand Eight Hundred Fifty Eight Dollars and Sixty
Cents)$226,545.60 (Two Hundred Twenty Six Thousand Five Hundred Forty
Five Dollars and Sixty Cents) (the “Contract Sum”), unless additional
compensation is approved pursuant to Section 1.9.
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 from October 2, 2018, through
June 30, 20232024 except as otherwise provided in the Schedule of Performance
(Exhibit “ D”).
c. Section I of Exhibit “A” Scope of Services is amended to read:
“I. Consultant shall provide administrative services and labor compliance for the
City’s Community Development Block Grant (CDBG) program and administrative
services for the City’s Community Development Block Grant CARES Act (CDBG-CV)
programs (the “Services”), as follows:
Scope of Services FY 2019-20, FY 2020-21, and FY 2021-22
A. Provide technical assistance for the administration and implementation of the City’s
Community Development Block Grant (CDBG) and Community Development
Block Grant CARES Act (CDBG-CV) programs and projects.
B. Prepare online “Agreements to Implement” annual CDBG and CDBG-CV
programs and projects with the Community Development Commission of the
County of Los Angeles (LACDC) and Los Angeles County Development Authority
(LACDA), including project descriptions and budgets.
C. Prepare and process amendments to the “Agreements to Implement” for ongoing
programs and projects.
D. Coordinate with City staff to gather all necessary documentation for LACDC and
LACDA program monitoring and for audit preparation.
E. Prepare LACDC, LACDA, and U.S. Department of Housing and Urban
Development (HUD) reports and documents.
F. Provide CDBG and CDBG-CV financial management assistance.
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G. Provide Davis-Bacon Act (prevailing wages) and HUD Section 3 monitoring for
construction projects.
H. Act as the City’s liaison and representative to the LACDC and LACDA.
I. Ensure compliance with all applicable federal, State, and local laws, rules,
regulations, and policies.
J. Review project specifications to ensure all County required provisions are included.
K. Attend pre-bid conferences, bid openings, and other meetings when required for the
performance of the Services herein.
L. Conduct employee interviews as required.
Check Certified Payroll as required.
Scope of Services FY 2022-23
For Fiscal Year 2022-23, Consultant shall provide the following administrative and labor
compliance services for the City’s Community Development Block Grant (CDBG)
program and Community Development Block Grant- CARES Act (CDBG-CV):
CDBG
GENERAL PROGRAM ADMINISTRATION = $3,000
Serve as the Primary Contact for LACDA
Provide program updates to City staff
Monitor program expenditures and expenditure requirements
Provide regular updates to LACDA Contract Manager
Attend LACDA Cities Highlights and Training Meetings
Attend other LACDA Meeting and Trainings as needed
Review all LACDA Bulletins and Electronic Distribution List items
Update LACDA Authorization Screens as needed
Train City staff on LACDA online systems and processes
PROJECT SETUP / PLANNING SUMMARY PROCESS = $4,877
Complete Planning Summary Training
Meet with staff to review proposed projects
Draft Staff Report
Draft Notice of Public Hearing
Draft Resolution
Conduct Public Hearing for FY 2022-23 Project(s)
Complete Environmental Service Request
Complete Online Planning Summary
Process Cooperation Agreement
Process Reimbursable Agreement
Process Agreement To Implement
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REPORTING = $2,500
Complete Quarterly Performance Report Training
1st Quarterly Performance Report
2nd Quarterly Performance Report
3rd Quarterly Performance Report
4th Quarterly Performance Report
Annual Summary
Semi-Annual Labor Standards Enforcement Reports
Contract/Subcontract Activity Reports
Annual Single Audit Certification
Submit Single Audit Report To LACDA
FUNDING REQUESTS = $5,040
Review backup for draft Funding Requests
Draft and Submit Monthly Funding Requests
Coordinate between LACDA and City staff on any Funding Request matters
Fiscal Year Closeout
AUDITS AND MONITORING = $2,500
Assist staff Annual City Audit CDBG matters
LACDA In-Progress Monitoring
LACDA Programmatic Monitoring
LACDA Financial Monitoring
LABOR COMPLIANCE = $11,770
Update staff on Labor Compliance Requirements
Review Draft Bid Documents
Preparation Final Bid Documents for LACDA review
Confirm LACDA approval of Bid Documents
Attend Pre-Bid Meeting
Attend Pre-Construction Meeting
Document the posting of required notices at work site
Conduct Employee Interviews
Review Certified Payroll for contractors and subcontractors
Prepare all documents for Labor Compliance File Review
Conduct Labor Compliance File Review with LACDA staff
Provide final complete project file to City staff
CDBG-CV
GENERAL PROGRAM ADMINISTRATION = $900
Serve as the Primary Contact for LACDA
Provide program updates to City staff
Monitor program expenditures and expenditure requirements
Provide regular updates to LACDA Contract Manager
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Attend LACDA Cities Highlights and Training Meetings
Attend other LACDA Meeting and Trainings as needed
Review all LACDA Bulletins and Electronic Distribution List items
Update LACDA Authorization Screens as needed
Train City and Public Service Agency staff on LACDA online systems and
processes
PROJECT SETUP / PLANNING SUMMARY PROCESS = $500
Complete Planning Summary Training
Meet with staff to review proposed projects
Draft Staff Report
Draft Notice of Public Hearing
Draft Resolution
Conduct Public Hearing
Complete Online Planning Summary
Process Cooperation Agreement
Process Reimbursable Agreement
Process Agreement To Implement
REPORTING = $800
Complete Quarterly Performance Report Training
1st Quarterly Performance Report
2nd Quarterly Performance Report
3rd Quarterly Performance Report
4th Quarterly Performance Report
Annual Summary
FUNDING REQUESTS = $1,680
Review backup for draft Funding Requests
Draft and Submit Monthly Funding Requests
Coordinate between LACDA and City staff on any Funding Request matters
Fiscal Year Closeout
AUDITS AND MONITORING = $1,120
Assist staff Annual City Audit CDBG-CV matters
LACDA In-Progress Monitoring
LACDA Programmatic Monitoring
LACDA Financial Monitoring
Scope of Services FY 2023-24
The FY 20-21 Redondela Drive Area ADA Improvements project will continue
into the upcoming fiscal year under the same budget approved as Amendment 4.
This is due to the project still being active and expected to continue into FY 23-
24.
E-5
01203.0006/893478.2 -6-
Additionally, Consultant will administer $147,589 and any balances in CDBG
funds available to the City through the Los Angeles County Development
Authority for the FY 23-24 Curb Ramp Access Improvement Projects, as follows:
CDBG GENERAL PROGRAM ADMINISTRATION = $3,000
• Serve as the Primary Contact for LACDA
• Provide program updates to City staff
• Monitor program expenditures and expenditure requirements
• Provide regular updates to LACDA Contract Manager
• Attend LACDA Cities Highlights and Training Meetings
• Attend other LACDA Meeting and Trainings as needed
• Review all LACDA Bulletins and Electronic Distribution List items
• Update LACDA Authorization Screens as needed
• Train City staff on LACDA online systems and processes
PROJECT SETUP / PLANNING SUMMARY PROCESS $4,877
• Complete Planning Summary Training
• Meet with staff to review proposed projects
• Draft Staff Report
• Draft Notice of Public Hearing
• Draft Resolution
• Conduct Public Hearing for FY 2024-25 Project(s)
• Complete Environmental Service Request
• Complete Online Planning Summary
• Process Cooperation Agreement
• Process Reimbursable Agreement
• Process Agreement To Implement
REPORTING = $2,500
• Complete Quarterly Performance Report Training
• 1st Quarterly Performance Report
• 2nd Quarterly Performance Report
• 3rd Quarterly Performance Report
• 4th Quarterly Performance Report
• Annual Summary
• Semi-Annual Labor Standards Enforcement Reports
• Contract/Subcontract Activity Reports
• Annual Single Audit Certification
• Submit Single Audit Report To LACDA
FUNDING REQUESTS = $5,040
• Review backup for draft Funding Requests
• Draft and Submit Monthly Funding Requests
• Coordinate between LACDA and City staff on any Funding Request matters
• Fiscal Year Closeout
AUDITS AND MONITORING = $2,500
E-6
01203.0006/893478.2 -7-
• Assist staff Annual City Audit CDBG matters
• LACDA In-Progress Monitoring
• LACDA Programmatic Monitoring
• LACDA Financial Monitoring
LABOR COMPLIANCE = $11,770
• Update staff on Labor Compliance Requirements
• Review Draft Bid Documents
• Preparation Final Bid Documents for LACDA review
• Confirm LACDA approval of Bid Documents
• Attend Pre-Bid Meeting
• Attend Pre-Construction Meeting
• Document the posting of required notices at work site
• Conduct Employee Interviews
• Review Certified Payroll for contractors and subcontractors
• Review of Build America, Buy America Act (BABA) compliance
• Prepare all documents for Labor Compliance File Review
• Conduct Labor Compliance File Review with LACDA staff
• Provide final complete project file to City staff
d. The following is added to Section I of Exhibit “C” Schedule of
Compensation:
Rate Sheet for FY 2023-24
Title Hourly Rate
Project Director $260
Project Manager $150
Grants Specialist $140
Labor Compliance Manager $185
Labor Standards Compliance Officer $125
2. Continuing Effect of Agreement. Except as amended by Amendments 1 through
6, all provisions of the Agreement shall remain unchanged and in full force and effect. From and
after the date of this Amendment, whenever the term “Agreement” appears in the Agreement, it
shall mean the Agreement, as amended by Amendments 1 through 6 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.
E-7
01203.0006/893478.2 -8-
Consultant represents and warrants to City that, as of the date of this Amendment No. 6,
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. 6,
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. 6.
5. Authority. The persons executing this Amendment No. 6 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. 6 on behalf of said party, (iii) by so executing this
Amendment No. 6, such party is formally bound to the provisions of this Amendment No. 6, and
(iv) the entering into this Amendment No. 6 does not violate any provision of any other agreement
to which said party is bound.
[SIGNATURES ON FOLLOWING PAGE]
E-8
01203.0006/893478.2 -9-
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
____________________________________
Barbara Ferraro, Mayor
ATTEST:
_________________________________
Teresa Takaoka, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
_________________________________
William W. Wynder, City Attorney
CONSULTANT:
MICHAEL BAKER INTERNATIONAL,
INC., a Pennsylvania corporation
By: ________________________________
Name: Tanya Bilezikjian
Title: Assistant Secretary
By: ________________________________
Name: William M. Hoose
Title: Associate Vice President
Address: 3760 Kilroy Airport Way,
Suite 270
Long Beach, CA 90806
Two corporate officer signatures required when Consultant is a corporation, with one signature required from
each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any
Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT’S SIGNATURES
SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS
MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR
REGULATIONS APPLICABLE TO CONSULTANT’S BUSINESS ENTITY.
E-9
01203.0006/893478.2
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.
E-10
01203.0006/893478.2
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.
E-11
AMENDMENT NO.5
TO ANTENDED AND RESTATED A(;REEMENT T'OR PROFESSIONAL SERVICES
THIS AMENDMENT NO.5 TO THE AMENDED AND RESTATED AGREEMENT
FOR PROFESSIONAL SERVICES ("Amendment No. 5") is by and hetween the CITY OF
RANCHO PALOS VERDES. a general law ciq.- & municipal corporation t"City").and STAY
GREEN, INC.. a Califbmia corporation ("Contractor"). is efl'ective as of . 2021
RECITALS
A. City and Contractor entered into that certain Agreement for Contractual Servrces
dated February 1.2017 (*2017 Agreement") whereby Contractor agreed to provide all work. labor,
materials. equipment. and services as set fbrth in the bid documents for the project entitled "Labor
and Equipment for City Landscaping. General Maintenance. and Litter & Trash Services" (the
''Services").
B. The Term ofthe 2017 Agreementwas from February l, 2017 to January 31. 2020.
The total not-to-exceed Contract Sum for the Agreement was $3.224,909.52, with an annual not-
to-exceed amount of $1.074.969.84. The Agreement also provided for three (3) one-year options
to renew. based on Contractor perfbrmance and mutual ['ritten consent.
C. On October 17. 2017, the City and Contractor entered into Amendment No. I to
the 20 I 7 Agreement to increase the Contractor's level of efibrt by increasing the landscaping crew
and suppll"ing all necessary materials and t'unding for the crews. Amendment No. 1 increased the
Contract Sum to $3.739.234 and the not-to-exceed amount to $1.332.131 tbr fiscal vears 2017-
201 8 and 201 8-201 9.
D. On June 18, 2019. City and Contractor entered into Amendment No. 2 to the 2017
Agreement. expanding the Services to include brush clearance for fuel modification services for
FY 2019-20. increasing the annual not-to-exceed amount for FY 2019-20 to $t.431,846.84. and
the Contract Sum to 53.838.949.52.
E. On July I 6. 2019, City and Contractor entered into Amendment No. I to the 201 7
Agreement, correcting the Contractor's rates for fuel modification services, and to add a deadline
for completion for each iuel modification task.
F. On February 4.2020. the City and Contractor entered into an Amended and
Restated Agreement ("Agreement"). in order to renew the 201 7 Agreement fbr the first ofthe three
one-year options through February 4. 202 | . and increasing the Contract Sum lor the Agreement to
$5.245,922.92, with an annual not-to-exceed amount of $1.406.973.40.
G. On January 16,2020. the City and Contractor entered into Amendment No. I to the
Agreement. in order to further expand fuel modification services, and increase the sub-budget for
fuel modification services by S154.138 to $253,853. The Contract Sum was also increased from
$5.245.922.92 to $5.400,060.92 with an annual not-to-exceed amount increase from
$1,406.973.40 to $1.561. I I 1.40.
F-1
H On February l, 2021. City and Contractor entered into Amendment No. 2 to the
Agreement to extend the Term by one year to February 4. 2022. This extension increased the
Contract Sum fiom $5.400,060.92 to $6.961.172.32, with no change to the annual not-to-exceed
amount of $1.561.1 I 1.40.
I. On January [8. 2022. City and Contractor entered into Amendment No. i to the
Agreement. to extend the Term by one year to February 4, 2021. and to increase the Contract Sum
from $6,961.172.12 to $8,522,283.22 with no change to the annual not-to-exceed amount of
$ l,56l,l I1.40, and no change to the rates.
J. On January [7. 2023. City and Contractor entered into Amendment No. 4 to the
Agreement. to extend the Term ofthe Agreement through June 10. 2023. for Contractor to provide
landscaping. maintenance. and trash & litter services. and no tuel modification services. and to
increase the Contract Sum bv $709.357.82 tbr Services through June 30.202i. based on updated
sen'ice rates. to S9.23 I .6,1I .0,1.
K. City and Contractor now desire to enter into a iurther amendment to the Agreement
to extend the Term olthe Agreement through June 30,2024. increase compensation by $1.724,000
for Services through June 30, 2024" fbr a total Contract Sum ol $ 10.955.641.04.
TER}IS
l. Contract Changes. The Agreement is amended as provided herein- Deleted text is
indicated in sr+i&et$+eug} and added text in bokl italics.
(a) Section 2.1, Contract Sum, is hereby amended to read as follows:
"Subject to any limitations set forth in this Agreement, Cir)* agrees to pay
Contractor the amounts specified in the "Schedule of Compensation"
attached hereto as Exhibit "C" and incorporated herein by this ref'erence.
The total compensation. including reimbursement lor actual expenses. shall
not erceed QO rll a.l I r.t.t /\Ti-- t\{:]l:^- T,,.., Lr..-r-^-r _rL:,. r\-.-ryTheu $10,955,641.04
(Ten Million Nine Hundred Fifiy Five Thousand Sk Hundred Forty One
Dollars and Four Cenls) (the "Contract Sum"). unless additional
compensation is approved pursuant to Section I . I 0."
(b) Section 3.5, Term, is hereby amended to read as follo*s:
"[]nless earlier terminated in accordance with Anicle 7 of this Agreement.
this Agreement shall continue in full force and efJ'ect until completion of
the services but not exceeding June 30"-30}}2024. except as otherwise
provided in the Schedule of Performance (Exhibit "D"). ei+ymay'extend
the'l'erm by ene I )'eer Term threugh June 30. f021,"
(c) Section 1.3 of Exhibit "E," Lease Agreement, is herebl amended as
follorr's:
01203 0006/89ll2l I -2
F-2
"The term ("Term") shall commence on the Lease Commencement Date
and continue until Februaqi4.3e2f./r, ne 30, 2024 ("Termination Date")
subject to extensions as provided in Section 2. l(b)."
(d) Exhibit "C" Schedule of Compensation is repealed and replaced with
the attached Exhibit "C" Amendment No,5 Schedule of Compensation.
2. Continuing Effect of Agreement. Except as amended by Amendment Nos. I
through 5. all provisions of the Agreement shall remain unchanged and in f'ull tbrce and ef]-ect.
From and after the date of this Amendment No. 5. qhenever the term "Agreement" appears in the
Agreement. it shall mean the Agreement. as amended by Amendment Nos. I through 5 to the
Agreement.
3. Affirmation of Agreement; WarrantJ- Re Absence of Defaults. Citl and
Contractor each ratify and reaffirm each and every one of the respective rights and obligations
arising under the Agreement. Each party represents and warrants to the other that there have been
no rritten or oral modit'ications to the Agreement other than as provided herein. Each pary'
represents and warrants to the other thal the Agreement is currently an ef'tective. valid. and binding
obligation.
Contractor represents and warrants to City that- as of the date of this Amendment No. 5.
City is not in detault of any material term of the Agreement and that there have been no events
that, with the passing of time or the giving ofnotice. or both. would constitute a material default
under the Agreement.
City represents and warrants to Contractor that, as olthe date olthis Amendment No. 5.
Contractor is not in default of anv material term ol the Agreement and that there have been no
events that. r,"ith the passing of time or the giving ofnotice. or both. uould constitute a material
default under the Agreement.
4. Adequate Consideration. The parties hereto irrevocabll' stipulate and agree that
thel' have each received adequate and independent consideration fbr the perfbrmance of- the
obligations they have undertaken pursuant to this Amendment No. 5.
5. Authority. The persons executing this Amendment No. 5 on behalfofthe parties
hereto warrant that (i) such partf is duly organized and existing. (ii) they are dull authorized to
execute and deliver this Amendment No. 5 on behalf of said party. (iii) by so executing this
Amendment No. 5. such party is formally bound to the provisions of this Amendment No. 5. and
(iv) the entering into this Amendment No. 5 does not violate any provision ofanv other agreement
to which said party is bound.
JSIGNATURES ON FOLLOWING PAGEI
-)-llirj t)rl[. lr9 t ]:1 I
F-3
IN WITNESS WHEREOF. the parties hereto have executed this Agreement on the date
and l ear tlrst-above lvritten.
CITY:
CITY OF RANCHO PALOS VERDES. a
municipal corporation
Barbara Ferraro. Mayor
ATTEST:
Teresa Takaoka. Ciry Clerk
APPROVED AS TO FOR-NI:
ALESHIRE & WYNDER. LLP
William W. Wynder. Ciqv Attomey
CONTRACTOR:
STAY GREEN. INC.. a Califomia
Corporation
B):
Name: Chris Angelo
Title: CEO
N teve Seely
Title: Branch Manager
Address: 2641 5 Summit Circle
Santa Clarita. CA 91150
Trf,o corporate officer signatures required rhen Contractor is a corporation, rrith ooe signature required from
each of the following groups: I ) ( hairman of the Boa rd, President or an]' \'ice President: and 2) Sec reta r.!-. any
Assistant S€cretary, Chief Financial Oilicer or an.v Assistant Treasurer. C ONTRA('TOR'S SIGNATTIRES
SHAI,I, Bf, DTIL} NOTARIZED. AND APPROPRIATE ATTESTATIONS SHAI,I, BE I:\iCLTIDED AS
MAY BE REQTIIRED BI'THE B} LAWS, ARTICLES OF INCORPORATIO\. OR OTHER RIILES OR
REGTILATIONS APPLIC.{BLE TO ('ONTR{CTOR'S BT'SI\ESS ENTIT\ .
Ilt
0ll0l0006/891I: I I -4
F-4
CALIFORNIA ACKNOWLEDGMEI{T CIVIL COOE 5 1189
A notary public or otherofficer completing this certificate verifies onlythe identityofthe individual who signed the document
to which this certificate is anached, and not the truthfulness, accuracy, or validity of that do(ument.
State of California
County of Los Angeles
o" 0610612023
Date
before me,Amairani Lucrecia Jaramillo, Nota Public
Here lnseft Nqme ond Title of the Officer
personally appeared Steve Seelv
Nome(s) of Signer(s)
2
{
AMAIiAiII LI,JCAECIA JASAMILTO
coMM. t 2413804
LOSANGELES COUNTY
NOTARY PUALIC.CALIFORNIA
MY COMMISSION EXPIRES
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.B7
AUGUST 24 ,2026
Signature
Pldce Notory Seol ond/or Stomp Above notu Notory Public
OPTIONAL
Completing this informotion con deter olterotion of the document or
froudulent reottochment of this form to on unintended document.
Oescription of Attached Document
Title or Type of Document
DocumentDate Number of Pages
Signer(s) Other Than Named Above
Capacity(ies) Claamed by Signe(s)
Signeis Name Signer's Name
tr Corporate Officer - Title(s)tr Corporate Officer Title{s)
o Partner - Et Limited tr General
tr lndividual cl Attorney in Fact
tr Trustee tr Guardlan or Conservator
E Other:
tr Partner - tr Limited tr General
tr lndividual o Attorney in Fact
o Trustee o Guardian or Conservator
O Other:
Signer is Representing
.o2019 National Notary Assoclation
I
I
Signer is Representing:
F-5
CALIFORNIA ACKNOWLEDGMENT CIVIL CODE 51,189
A notary public or other officer completing this certificate verifies only the identity ofthe 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
o. 06/06/2023
Dote
bL-io,e me. Amairani Lucrecia Jararnillo, Notary Public
Here lnseft Nome ond Title of the Oflicer
personally appeared Chris Anoelo
Nome(s) of Signer(s)
2
AMAIAANI LI]CiECIA JARAMILLO
coMM. { 24r s804
LOS ANGELES COUNTY
NOTARY PUELIC.CALIFOBNIA
MY COMMISSION EXPIRES
AUGUST 24, 2026
P
z
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
Ploce Notory Seol ond/ot Stomp Above noture tory Public
OPTIONAL
Completing this informotion con deter olterotion of the document or
froudulent reottochment of this form to on unintended documenl.
Description of Attached Document
Title or Type of Document;
Document Date:Number of Pages
Signe(s) Other Than Named Above
Capacity(ies) Claimed by Signer(s)
Signer's Name Signer's Name
Et Corporate Officer - Title(s)El corporate officer - Ti e(s)
B Partner - El Limited EI General
tri lndividual o Attorney in Fact
o Trustee tr Guardian or Conservatol
tr Partner o Limited O General
tr lndividual EI Attorney in Fact
tr Trustee o Guardian or Conservator
tr Other tr Other:
Signer is Representing Signer is Representing
iO2019 National Notary Associat on
F-6
I
EXHIBIT *C' A}II-\I)}IE\T \O. 5
SCHEDTiLE OF COMPENSATION
Contractor shall perform the following tasks at the following rates:
A. Contractor shall perfbrm the Services based on the tblloning sub-budgets. Funds
may be moved between the sub-budget with the approval of the Contract Ofllcer.
Sub-budgets are further detailed in subsections B, C. and D. below.
Annual budset throu sh February 4. 2023
Annual budset effectir e Februan 5.202J
Annual Sub-Budget
Routine
below)
Landscape Services (see B s r .067.158.-r0
On-Call Sen ices ( see C. belou 1 s140.000
Brush Clearance Services (see D. belou )$220.853
Brush Clearance Regrowth Contingcncl'$33.000
Annual Budget $1,561,1I1..10
Routine
below)
Landscape Serv ices (see B s r ..r02.191.52
0n-( all Sen ices (see C. belor.r.1 $32 r.808.40
Annual Budget s1,724,00.00
1rllr L 1ir. l!l ll I
Task Categon Annual Sub-Budget
I
I
Task Cateqon'
F-7
B. Routine Landscape Scrv ices (Including Landscape Services. General Maintenance
Services. Trash, Liuer & Debris Services, and ofkite Administrative Services) will
be provided at the rates described in Exhibit "C-2". Labor Rates.
l. Contractor will bill Routine Landscape Services based on the fbllou,ing:
For Services conducted Monday-Friday. 6:00 A.M. to 3:00 P.M..
Contractor u,ill bill the Citl' at the "Wage Rate."
Services conducted weekends or holidavs:C
C
o Contractor employees working more than 8 hours. but less than l2 hours
per day. effective Juty l, 2023, at the request of, or with wrinen
authorization by. the City's Contract Otlcer.
Contractor will charge .'DT (Doubte Time) Wage Rates". effective July l.
2023 for:
Contractor emplovees working more than l2 hours per day. at the request
oL or lvith uritten authorization br. the Citv's Contract Officer.
Overtime shall not be charged tbr Contractor's employees working more
than 8 hours a day lor routine work contemplated by this Agreement.
Contractor is responsible for adequatell staf1ing Wage Rate shifts to
ensure timely completion of the Services.
For the provision of two-man litter/trash pick-up teams on Saturday and
Sunday. from 6:00 A.M. to 3:00 P.M.. Contractor r.r,ill charge "Wage
Rates."
Contractor will not double bill the City tbr one ofContractor's employees
completing a work order and being part of a Routine Landscape team.
In conducting Routine Landscape Services. Contractor will charge the
rates described in Exhibit "C- 1". Contractor Provided Materials. fbr the
use of materials.
2 ln conducting Routine Landscape Services- Contractor u'ill complete the sen'ice in
accordance with the following sub-budgets. Funds may be moved tiom one sub-
budget to another at the discretion ol the City's Contract Otflcer.
Ltl]] rx)06,s91 n I I
Contractor *,ill charge "OT (Overtime) Wage Rates" fbr:
F-8
Annual budset throu gh Fehruan {, 2023
Routine Landsca Services sub-bud t breakdown
**The sub-budget tbr Park Landscaping is t'urther subdivided as tbllows:
Park Landsca s Lrb-b ud et breakdou,n
Nlonthh' Sub-Budget Cost Yearh Sub-Budset Cost
Medians sl.+.767.60 $297.2 t l.l0
fught of Ways $22.5 r 6.00 $270.1 92.00
7 Day Trash pick-up/Debris pick up $ I I .258.00 s I i5-096.00
Parks Landscaping* *$-r0.396.60 s36.1-759.20
$88.938.20 $1,067,258.{0
Staff Dav Of rrVeckMonthh
MondayCitv Hall $t.7 44.62 5 Man Crew
MondayAbalone Cove $1.442.66 5 Man Crew
MondalDel Cerro Park 52.117.22.5 Man Cre*
s6.91 1.37 5 Man Creil'TuesdayHesse Park
5 Man Crew WednesdayRyan E Park $5.099.65
5 Man Crew WednesdayVanderlip Park $1.442.66
ThursdalEastview Park $1.623.44 5 Man Cre*
ThursdayLadera Linda Park s2.l 80.77 5 Man Crew
$2.91 8.88 5 Man Creu'FridarPoint Vincente lnterpretive
Center
$7.147.22 5 Man Crew FridarEntradero
$738. r r 5 Man Crerv FridavC'loverclitT Park
s30.396.60
$36,1.759.20
012010006/89ll2 t I
Areas of Work
Total
Parks/Site
Total Monthlv Sub-Budset
Total Yearlv Sub-Budget
F-9
Routine Land Seri ices sub-bud breakdou'n
*tThe sub-budget for Park Landscaping is ftrther subdivided as follows:
Park Landsca in sub-bud et breakdo*n
Areas of Work Yearlv Sub-Budget Cost
Medians s29.21 2.12 $-r 50.5-+7.87
Right of Ways s29.212.31 $i 50.547.87
7l)a1 'frash pick-upr'Debris pick up $ I 4.606.1 6 st7 5.774.02
Parks Landscaping**s43.8t8.48 $515.821.76
$l16,849.29 sl,{02,191.52
Month lv S taffParks/Site
$2.629.10 5 Man Creu'Mondal'City Hall
$2.619.10 5 Man Cre,ur MondalAbalone Core
$3.067.29 5 Man Crew MondalDel Cerro Park
$8.763.69 5 Man Crelv TuesdayHesse Park
5 Man Creu WednesdalRvan E Park s8.763.69
s2.629.10 5 Man Crew WednesdayVanderlip Park
5 Man Crew ThursdayEastview Park $4.381.8,1
$3.067.29 5 Man Cre*'ThursdayLadera Linda Park
$3.505.47 5 Man Crew Fridar
s3.067.29 5 Man Crew FridalEntradero
s I .3 14.62 5 Man Crew'FridarClolerclitl'Park
s{3.818.18
s525,82 t.76
I ': l
Annual budget effective Februan' 5. 2023
I
Monthlv Sub-Budget Cost
Total
Dav Of Week
I
Point Vincente lnterpretive ICenter I
Total Monthlv Sub-Budget
Total Yearh Sub-Budset I
F-10
It.
III.
l\'.
C. On-Call Services shall be billed at the rates described in Exhibit "C-l" and Exhibit
"C-2". Through February 4. 201-1. the total cost ofon-call sen'ices shall not exceed
$240.000 annually. Efl-ective February'5.2023. the total cost ofon-call services
shall not exceed $26.817 each calendar month. and $321.808.48 annuallv.
D. Brush Clearance Senices and Regrowth Brush Clearance Ser',ices u,ill be provided
only through February 4. 2023 at the fbllowing rates:
"Sub-Budget includes [5% Regrowth Contingency
Retention: A retention of ten percent (10'%,) shall be held from each payment as a
contract retention to be paid as part ofthe final payment upon satisfactory completion
of services. NOT APPLICABLE.
Within the budgeted amounts for each Task, and with the approval of City's Contract
Ollicer, 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 Sen'ices are
approved per Section 1.10.
Citl *ill compensate Contractor for the Senices performed upon submission of a
valid invoice. Each invoice is to include:
A. Line items fbr all personnel describing the work perfbrmed. Contractor's employee
name who performed the work. the number ofhours worked, applicable City account
charge codes. the hourly rate. and supporting documentation to include copies of City
verified timesheets.
B. Line items for all equipment shall be prorated monthly based on total annual cost
(annual cost / l2 : monthly rate).
C. Line items for all materials shall be prorated monthly based on total annual cost
(annual cost / l2: monthly rate).
Description Cost Per Acre
I Categon' I Brush Clearance $ 1.195.00
2 Cate.gor)' 2 Brush Clearance $ 1.995.00
J Cateson 3 Brush Clearance $2.895.00
+Category 4 Brush Clearance $4.195.00
$2 s3.853.00
I : rr,\! Lt r
Item No.
I
TOTAL YEARLY SUB.BU DG ET*
F-11
D. Line items for all approved on-call services fbr all personnel describing the work
peribrmed. contractor's employee name who performed the work. the number of
hours worked. applicable Ciqv account charge codes, the hourly rate, and supporting
documentation to include copies of City veritied timesheets and a copy of written on-
call services authorization( s) from Contracting Officer. or his designee.
The total compensation for the Services shall not exceed the Contract Sum as
provided in Section 2.1 of this Agreement.
0ll0l rrx)6,891t:t I
F-12
gID CATIGOIY ]. COIITXAfiOR PNOIIOID MAIIRIALS
warhed ola3lersand free of.o.ls 5 85.m 0 ,1
2
t.ti@.d wood Fibs m€dia, whi(h hel5 ADA, A5IM, CPs€ ,nd
s 80.00
1\s 6,000 0o
Trall.nd aids.apt replenishtunt s 85m 9 8.5m.003
Eohr nuB, !cre{!, naili, baidi & rlrmr,, rin ter,llurh valve!,
{arh€4, 8.ste6 ler .rr, slvent!, lubl onr5, adhesiB .bl.sives.
t 6@@
5 7,2m@
5
U.dors bicd, Requted fo, communkatio. witi Ciq staf, .nd
5 D0.00
g s 960.00
5
2m A lE handhd doa *dte cl€a. op birs. 8ulr p..red - 20
pal68s ol lm, tun parted ba8s - 20 blo& ol 1@ bags, o.
I 120.00
lm t 36,0m.m
Bags 39' r 58'15 Mrltco anendly trash line15 5 43.00 100 5 12,900 00
'USTOTAT
t 7r,t@,dt
3 Doubl. grolnd h..dwood mulch s 26.00 0 5
9 Commo..hemk l uFd rocontrclwe.d pressuft S 81.75 0 s
10 condon .he,nirl u.ed ro contrcl red p.6ue S l?7.20 rc s 5,@8.@
11 tpedDne lleen mr quan Common .hen ol used ro conrol weed p.eu.e 5 38.25 60 5 1,295.m
tl Commo. chemEl ured !o corftl w.ed p.€ssure 25 s 1,862,50
13 Comhon clEnkilu5ed ro @ntrolweed p.6!c 50 5 8,112 50
I4 Comho. rhmt lu5ed ro .onuolDlam srorth 5 273.25 40 s 10,930.00
15 tenilir€, pd 90 Ib {coomn)Commo..hem @l u5ed ro promoieSrorth 50lb bag J 42.75 s0 5 1,D7.50
t6 tertli,er 17.G5 */ dimei5ion Commo. .hemkal ui€d ro o6mor. aro,th 50lb bag s 89.70 100 s 8,970.00
17 S 0.75 ?50 t 187.50
18 L5' finri! .ommon r.h '()5 1.50 250 s 375.m
19 t 2.u t 250 5 562.50
20 2.5'tinrnS conmn<h 10 5 6.85 250 5 1,712.t0
2l S r75.m 3 s 525m
11 , 220.00 l t 660.@
23 1m 5 62.62 15 5 939.10
lrriaatbn pip{ 1.S" kh 40 100 5 r04 55 l5 5 r,t68.15
15 10c t 11170 i5 s 1,97510
25 rrdsltbnpD! 2-5'kh 4 100 s 725.71 l5 s 1,385 80
1l 5 9.m 200 s 1,800.00
z8 5 2,1,00 2m s a,8m.@
19 5 75m 1!5 750.@
l0 24' bor commn t@ r/ n.k.,s 195 00 l 5 985.@
ll t 12.80 t0 S 640.@
t2 Ct.nl(al used to .ont.ol gopter .civny I 75.00 1?5 9@.00
ll (hemr6l ur€<t ro (onaol 8opher actlllty s 235.00 lrl 5 2,150.00
tl 5
l5 s
l6 s
5
9 65,1u,8t
tu8roratcaTE6of,yl.c0t{TR (Tof, PRovtotDitATaRtats TOTAT 9115,671.8s
II
r)l:0100r,,891l2l I
EXHIBIT "C-I" AMENDMENT NO.5
CONTRACTOR PROVIDED MATERIALS THROUGH FEBRUARY .+. 2023
l2
l! 1s4 soffi
F-13
EOTIIBAETQR PROVIDED MATERIALS EFFECTIVE FEBRUARY 5, 2O2J
UD CATEGOTY ] (flTTAC'ION PIOVD€O I'ATEN'i.[
W.,lGd pl&r :d ire sf ckr S 3;-m
ElEiE .J V/..d fiE6 m.Ai: rhi.h mla ADA, Aslll.Cltc rni
I 8O.m
IEn :ni bn*EE Elr.nirhh.d J 3rs
&, ac, rffir dt, h^dinB t .l-F. zip ti.:, floCr y:hrl.
*ah-i a:rr6, Ebd. !6lv6i:. llbriantr :dhai€. .6ric.
5 600 @
t Coemuniri.' d(iar
lvii.br: l-.4 L+iEn 6. 6[Mid!6 rilrr Gty BF .t
s 12{lrD J
dE EZ r: t.dL.d d.E r& drx !p bll: LL prd.d - m
p..t E6 of ,lll, hre F-hd b*: - ZO badr or 1!O hEa r s rr1m
tl' r 53" ! 5 Mil EE Fri.ldr arh liE , 6a-q,
g $ tTzBl
5
to 4.6n6 66iBl rd 5 .6td N.d Er6!E S 1I5,IE
rt 5Ei5n. ro Er@:r C. hd ri6i6l u-d ! <ffiol R.d p,6lE 5 45.m
C.mh dEDiEJ uqd b ffiol wad prslE s 1615 60
Cor60..ri.6iol rd -eerl Gd or6uE1f
C.h6.6 di.siql @d - @l pl:n Gtu*th 5 l7r5
15 C!s6o. .hoiel sd - F@oE Fryrn s so-fi)1t
F.diliEr il7-+5 !/ dim.nn CEFndn dEmiol tEd bFdn@ sydr s t9,?0
17 5- -1' nnira 66 o.n *h rlo SualtI 5' tti.. @md rdr 'U)3.15
54jo
21 5 3.m :t3
$ 5.Bls r9r-rx)15zlItliFrnn piF. .t5" rd! aO
5 I5.t,6l,riEtion riEE - 1' *h .O t5s 4so.m l5
s 52.50
152l
3lj.o42'
29 5 no?a
S I;LJO ,i00
5 12.@t1
5 lx 96 :0l2
!3sj33l
i12.50
s2251 1:
5 ,1,22i.t8 1tl5 ftr *fup - hJdr -ii hiL'
-
II
I
-
I-I-
t rt500_tx)
5 9,r{5j0
5 22?0t O
5 L7m.m
l?,?90.IB
1.630-00
5 5.72?j0
150.09
;5LtO
sliS{
r50.00
5 lJ,$ro
E90
7_t5{l.00
s 7,8EIl)
5 aa,om o
5
012010006/891I2I I
I
!t I r' fitttrs Mnq !.r' aO
lxlt"isr;"p;*-r*r.o
I
F-14
EXHIBIT *C-2" AMENDMENT NO.5
LABOR fuATES THROUGH FEBRL]ARY.1 2023
Labor Employee New Wage Rate New OT Wage Rates
1 Service Request Technician 5 29.s0 5 44.25
2 Lead Landscaper 5 s 63.75
2 Lead Landscaper )42.50 5 63.7s
Senior landscaper )38.50 s 57.75
4 lrrigation Technician s 44.00 5 66.00
5a Landscape Laborer )29.50 )44.25
sb Landscape Laborer 5 29.50 )44.25
5c Landscape Laborer s 29.s0 5 44.25
sd Landscape Laborer 5 29.50 5 44.25
5e Landscape Laborer )29.50 s 44.25
6 Lead Maintenance Worker s 38.s0 )57.75
7 Senior Maintenance Worker s 32.50 )48.75
8a s 29.50 5 44.25
8b Maintenance Laborer 5 29.50 s 44.25
8c Maintenance Laborer S 29.50 )44.25
9a Litter Laborer 5 28.50 s 42.75
9b Litter Laborer s 28.50 5 42.75
Litter Laborer s 28.50 5 42.75
10 Pest Control Technician )65.00 5 97.50
0 t201 0006/891 It I I
42.50
3
Maintenance Laborer
9c
F-15
I Litter Laborer 29.36s ,+4.03S
2 N{ahtenance Worker 30.39$45.58S
J Landscape Laborer 30.39S 45.58S
4
Service Request
Technician 30.39$45.58
5
Senior Mahtnenace
Worker 33.48$50.21S
6 Allernate 33.48$50.21
7 Senior Landscaper 39.66$59.48s
8
Lead Maintenance
Worker 39.66$59.48S
9
Jaoitorial Technician
(Covid Sadtation)39.66$59..18S
l0 Lead Landscaper 43.78$65.66E
II Irrigation Technician 45.32$67.98s
t2
Pest Control
Technician 66.95$100.43(
0120t (xxtti/8g1 I : I I
LABOR RATES THROUGH JLINE JO. 202]
Labor ID Employee ln- :: :-t \['aee Rare Fl'21i23 OT Wase Rate
s
s
F-16
Labor ID Eurployee F]' l3l:-l wase Rate F\'lli':i OT \1 ace Rale F\'13,'Jl DT $'ase R te
I S 30.97 S J6.1i 6t.9+
Maioteqatrce worker S 31.06 S .18.03 S 6J.ll
-l Laldscpae Laborer S 31,06 S JS.03 6-1.11
-l l:.06 {s.0s s 6-r.l I
Seoior MairltaeBace
worker s 3J.-r8 5 l.7l S
6 Altemale S ll.l8 S -5 l.7l S
Seoior Latrdscaper s -10.s-l S 61.77 S s1.69
S
Lead Mailtenaffe
worker s .10.s-+S 61.17 S st.69
9
Jadtorial Techniciatr
(Covid Sadtatiotr)s 10. s+s 6 r.17 S
l0 Lead Landscaper S -15.09 s 67.63 S 90.13
II Ilrigatio! Tech-oiciatr s 16.6S S 70.0:S
I
Pest Cotrtrol
Techdciatr s 6S.96 S S 137.91
0I]0.] (rx)6/89lll I
LABOR RATES EFFECTIVE JULY I. 2023
lLitter Labaorer 5
S
lService Request
lTecbaiciau S S
s 6S.96
68.96
s1.69
93.16
103..1.1
F-17
FUEL MODIFICATION COST ESTIMATE 2020-2022
SERVICES TO BE PROVIDED ONLY THROU(;H FEBRUARY {.2023
Fuel Mod
Zone #Site/Area Slope
(Min/Avg/Mar)Cost
I Forrestal Reserve
(b-v- Dauntless Dr.)0.03"/25.8,1"/70.69'$3.762.00
Island View
(end of Crest Road)0.63'117.6s"13s26"$s97.00
.l Martinsale Trailhead Park 0.81 '/28.61 "/5 I .3,+.$3.9,+3.00
5 Portuguese Bend Reserve
(by the Fire Station Trail)$ i.713.00
8 Abalone Cove Reserve
(by lnspiration Point)0.02"/9.5 5 ?50.61 "$2.e90.00
l]b Portuguese Bcnd Rcservc
(entr) to Burma Road Trail)0.36" 132.9"170.55.st-+02.00
t4 Vicente BlulR Resen,e 0.03"t14.32"153.73" $34.178.00
t6 Agua Amarga Reserve /
Island View propert)
(adi. to Windport Canyon)
0.07"/20.56./68.5 5.s2+.87+.00
17a Vicente Blufli Resene 0.03?9.41 "/83.68.$2-r.61-+.00
t7b Vicente Blutls Resene 0.03'/9.41 '/83.68.$7.18.+.00
tqb Agua Amarga Reserve 0.57" t30.28"t67 .1"$ l 0.3 74.00
29 I-adera Linda
Community Center o" t12.39" t56.)2"$21_198.00
l0 Friendship Park
(behind Tarapaca Rd.)il.08Y18.41?30.01"$5e7.00
ll Ocean Trails Reserve
(by Gnatcatcher Trail)0.71. t22.7 1. t46.8s"$7.6.i2.00
ll Coastal Open Space
(by the archery range)0.07'll t.73'l47.58"$.+.987.00
]7 Point Vicente School
Access Path (a.k.a. "Calle
de Suefros Trail")
0.19"/ 12.45./30.64.$5e7.00
55 Silver Spur/McKay
Property 2.13"t22.2"t48.78"s5.790.00
57 Frank A. Vanderlip. Sr.
Park (by Vanderlip Park
Trail)
4.39"t11.13"t75.52"$ 597.00
1, t: rr irt{ ll. t9lll I I
EXHIBIT *C-3"
| .87"/23.04?5 1.84"
F-18
65 Vista Del Norte Reserve l0.l-1"/31 . I 8'/+1.95's | .071 .00
67 Agua Amarga Reserve 0.6s'127 .78.t50.19"$8.-+l-1.00
68 Filiorum Reserve
(by Santa Catalina Dr.)4.97" 114.23" t65.6.
69 Filiorum Reserve
(br Santa Barbara Dr.)31.62"131.48"t37 .97"
s2.905.00
72 Filiorum Reserve
(by San Clemente Dr.)9.05?25.98?34.4"$ r .090.00
74 Portuguese Bend Reserve
(by the Rim Trail)0.1 8"/20.76"/41.1.1"s4.866.00
75 Portuguese Bend Reserve
(by the Rim Trail)0.58"/22.21 "/49.03'$5.107.00
76 Portuguese Bend Reserve
(by the Rim 'I rait)I 7.3 i'/3 8.02'167.01"$ l. t 58.00
7.)Forrestal Nature Preserve
(behind Coolheishts Dr.)0.12?25.88?ss. il's7.000.00
80 Forrestal Nature Preserve
(at end ofCoolheights Dr.)7 .89' 127 .68" I 58 .97"$997.00
8i San Ramone Reserve
(by PVDS/PVDE)0.36" 124.37'154.t2"$2.489.00
San Ramone Reserve
(behind San Ramon Dr.)8.84Y1 5.82?29.64"s1.76r.00
87 San Ramon Reserve
(behind Tarapaca Rd.)12.8129.3"164.34"$2.3 r6.00
90 San Ramon Resene
lPVDS at the city limit)3 8.06?4 I .86./45.5.1"s597.00
9l Ocean Trails Reserve
(behind Twin Harbors View
Dr.)
9.17" 123.81"146.67"$3.1 5s.00
$71 s.0093Forrestal Nature Preserve
(behind Ganado Dr.)0.43"14t.46"157 .8"
9+Forrestal Nature Preserve
(bordering Rolling Hills)t.3"tzs.01"t43.96"s1.016.00
Forrestal Nature Preserve
(borderins Rolline Hills)8.37" 129.8" 147 .36"S..l.l 10.0095
3l .86?40.64'l50. r4'$597.0096Forrestal Nature Preserve
(bordering Rolling Hills)
$31.000I 5%o Contingency For Regrowth
$2s3.853.00
[ ] 1r. \q|lt r
85
F-19
AMENDMENT NO. 2
TO AGREEMENT FOR CONTRACTUAL SERVICES
THIS AMENDMENT TO THE AGREEMENT FOR CONTRACTUAL SERVICES
(“Amendment No. 2”) by and between the CITY OF RANCHO PALOS VERDES (“City”) and
SUNBEAM TECHNOLOGIES, INC. dba SUNBEAM CONSULTING, a California
corporation (“Consultant”) is effective as of June 6, 2023.
RECITALS
A.City and Consultant entered into a certain Agreement for Professional Services
dated August 17, 2021 (“Agreement”) whereby Consultant agreed to provide professional school
flagging services (the “Services”) through July 31, 2022, plus two optional one-year extensions,
for a Contract Sum not to exceed of $483,210 with an annual compensation not to exceed of
$161,070.
B.On June 21, 2022, the City Council approved Amendment No. 1 to extend the Term
of the Agreement by one year through July 31, 2023, to include the 2023 summer school session.
Compensation for the 2022-23 school year was not to exceed $201,000 for a Contract Sum of
$523,210, including the option of one more flagger at a school, for approximately one-half of a
school year, if needed.
C.City and Consultant now desire to extend the Term of the Agreement by one final
year through July 31, 2024, to include the 2024 summer school session. Compensation for the
2023-24 school year shall not exceed $161,070.
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 3.4, Term, is amended to read:
Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement
shall continue in full force and effect until completion of the services but not exceeding
July 31, 20232024 except as otherwise provided in the Schedule of Performance (Exhibit
“D”). The City may, in its sole discretion, extend the Term by one additional one-year term
to July 31, 2024.
b.The following is added to Exhibit “D” Amendment No. 1 Schedule of
Performance:
PVPUSD’s Regular 2023-24 School Year Calendar
The PVPUSD 2023-24 School Year Calendar will be incorporated herein by reference once
it is available. The PVPUSD calendar will be consistent with the following dates:
G-1
01203.0006/891329.1 -2-
• Wednesday, August 23rd – First day of classes (minimum day)
• Monday, September 4th – Holiday – Labor Day
• Friday, November 10th – Holiday Veterans’ Day Observance
• Monday, November 20th - Friday, November 24th – Thanksgiving Break
• Friday, December 22nd – Minimum Day
• Monday, December 25th – Friday, January 5th – Winter Break
• Friday, March 29th – Minimum Day
• Monday, April 1st – Friday, April 5th – Spring Break
• Monday, May 27th – Holiday Memorial Day
• Thursday, June 6th – Last day of Classes (minimum day)
2. Continuing Effect of Agreement. Except as amended by Amendment Nos. 1 and
2, all provisions of the Agreement shall remain unchanged and in full force and effect. From and
after the date of this Amendment No. 2, whenever the term “Agreement” appears in the Agreement,
it shall mean the Agreement, as amended by Amendment Nos. 1 and 2 to the Agreement.
3. Affirmation of Agreement; Warranty Re Absence of Defaults. City and
Consultant each ratify and reaffirm each and every one of the respective rights and obligations
arising under the Agreement. Each party represents and warrants to the other that there have been
no written or oral modifications to the Agreement other than as provided herein. Each party
represents and warrants to the other that the Agreement is currently an effective, valid, and binding
obligation.
Consultant represents and warrants to City that, as of the date of this Amendment No. 2,
City is not in default of any material term of the Agreement and that there have been no events
that, with the passing of time or the giving of notice, or both, would constitute a material default
under the Agreement.
City represents and warrants to Consultant that, as of the date of this Amendment No. 2,
Consultant is not in default of any material term of the Agreement and that there have been no
events that, with the passing of time or the giving of notice, or both, would constitute a material
default under the Agreement.
4. Adequate Consideration. The parties hereto irrevocably stipulate and agree that
they have each received adequate and independent consideration for the performance of the
obligations they have undertaken pursuant to this Amendment.
5. Authority. The persons executing this Amendment No. 2 on behalf of the parties
hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to
execute and deliver this Amendment No. 2 on behalf of said party, (iii) by so executing this
G-2
01203.0006/891329.1 -3-
Amendment No. 2, such party is formally bound to the provisions of this Amendment No. 2, and
(iv) the entering into this Amendment No. 2 does not violate any provision of any other agreement
to which said party is bound.
[SIGNATURES ON FOLLOWING PAGE]
G-3
G-4
01203.0006/891329.1
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.
G-5
01203.0006/891329.1
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.
G-6
PROFESSIONAL SERVICES AGREEMENT
By and Between
CITY OF RANCHO PALOS VERDES
and
BLAIS & ASSOCIATES, LLC
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AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF RANCHO PALOS VERDES AND
BLAIS & ASSOCIATES, LLC
THIS AGREEMENT FOR PROFESSIONAL SERVICES (“Agreement”) is made and
entered into on June 20, 2023, by and between the CITY OF RANCHO PALOS VERDES, a
California municipal corporation (“City”) and BLAIS & ASSOCIATES, LLC, a Texas limited
liability company (“Consultant”). City and Consultant may be referred to, individually or
collectively, as “Party” or “Parties.”
RECITALS
A. City has sought, by issuance of a Request for Proposals, the performance of the
services defined and described particularly in Article 1 of this Agreement.
B.Consultant, following submission of a proposal for the performance of the
services defined and described particularly in Article 1 of this Agreement, was selected by the
City to perform those services.
C.Pursuant to the City of Rancho Palos Verdes Municipal Code, City has authority
to enter into and execute this Agreement.
D.The Parties desire to formalize the selection of Consultant for performance of
those services defined and described particularly in Article 1 of this Agreement and desire that
the terms of that performance be as particularly defined and described herein.
OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants made by
the Parties and contained herein and other consideration, the value and adequacy of which are
hereby acknowledged, the parties agree as follows:
ARTICLE 1. SERVICES OF 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
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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 1720 and
that this Agreement is therefore subject to the requirements of Division 2, Part 7, Chapter 1
(commencing with Section 1720) of the California Labor Code relating to public works contracts
and the rules and regulations established by the Department of Industrial Relations (“DIR”)
implementing such statutes. The work performed under this Agreement is subject to compliance
monitoring and enforcement by the DIR. Consultant shall post job site notices, as prescribed by
regulation.
(b)Prevailing Wages. Consultant shall pay prevailing wages to the extent
required by Labor Code Section 1771. Pursuant to Labor Code Section 1773.2, copies of the
prevailing rate of per diem wages are on file at City Hall and will be made available to any
interested party on request. By initiating any work under this Agreement, Consultant
acknowledges receipt of a copy of the DIR determination of the prevailing rate of per diem
wages, and Consultant shall post a copy of the same at each job site where work is performed
under this Agreement.
(c)Penalty for Failure to Pay Prevailing Wages. Consultant shall comply with
and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment
of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The
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Consultant shall, as a penalty to the City, forfeit $200 (two hundred dollars) for each calendar
day, or portion thereof, for each worker paid less than the prevailing rates as determined by the
DIR for the work or craft in which the worker is employed for any public work done pursuant to
this Agreement by Consultant or by any subcontractor.
(d)Payroll Records. Consultant shall comply with and be bound by the
provisions of Labor Code Section 1776, which requires Consultant and each subconsultant to:
keep accurate payroll records and verify such records in writing under penalty of perjury, as
specified in Section 1776; certify and make such payroll records available for inspection as
provided by Section 1776; and inform the City of the location of the records.
(e) Apprentices. Consultant shall comply with and be bound by the provisions
of Labor Code Sections 1777.5, 1777.6, and 1777.7 and California Code of Regulations Title 8,
Section 200 et seq. concerning the employment of apprentices on public works projects.
Consultant shall be responsible for compliance with these aforementioned Sections for all
apprenticeable occupations. Prior to commencing work under this Agreement, Consultant shall
provide City with a copy of the information submitted to any applicable apprenticeship program.
Within 60 (sixty) days after concluding work pursuant to this Agreement, Consultant and each of
its subconsultants shall submit to the City a verified statement of the journeyman and apprentice
hours performed under this Agreement.
(f)Eight-Hour Work Day. Consultant acknowledges that 8 (eight) hours labor
constitutes a legal day's work. Consultant shall comply with and be bound by Labor Code
Section 1810.
(g)Penalties for Excess Hours. Consultant shall comply with and be bound by
the provisions of Labor Code Section 1813 concerning penalties for workers who work excess
hours. The Consultant shall, as a penalty to the City, forfeit $25 (twenty five dollars for each
worker employed in the performance of this Agreement by the Consultant or by any
subcontractor for each calendar day during which such worker is required or permitted to work
more than 8 (eight) hours in any one calendar day and 40 (forty) hours in any one calendar week
in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code.
Pursuant to Labor Code section 1815, work performed by employees of Consultant in excess of 8
(eight) hours per day, and 40 (forty) hours during any one week shall be permitted upon public
work upon compensation for all hours worked in excess of 8 hours per day at not less than one
and 1½ (one and one half) times the basic rate of pay.
(h)Workers’ Compensation. California Labor Code Sections 1860 and 3700
provide that every employer will be required to secure the payment of compensation to its
employees if it has employees. In accordance with the provisions of California Labor Code
Section 1861, Consultant certifies as follows:
“I am aware of the provisions of Section 3700 of the Labor Code which require
every employer to be insured against liability for workers' 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% (fifteen percent)
of the Contract Sum; or, in the time to perform of up to 90 (ninety) days, may be approved by the
Contract Officer through a written Change Order. Any greater increases, taken either separately
or cumulatively, must be approved by the City Council. It is expressly understood by Consultant
that the provisions of this Section shall not apply to services specifically set forth in the Scope of
Services. Consultant hereby acknowledges that it accepts the risk that the services to be provided
pursuant to the Scope of Services may be more costly or time consuming than Consultant
anticipates and that Consultant shall not be entitled to additional compensation therefor. City
may in its sole and absolute discretion have similar work done by other Consultants. No claims
for an increase in the Contract Sum or time for performance shall be valid unless the procedures
established in this Section are followed.
If in the performance of the contract scope, the Consultant becomes aware of material defects in
the scope, duration or span of the contract or the Consultant becomes aware of extenuating
circumstance that will or could prevent the completion of the contract, on time or on budget, the
Consultant shall inform the Contracting Officer of an anticipated Change Order. This proposed
change order will stipulate, the facts surrounding the issue, proposed solutions, proposed costs
and proposed schedule impacts.
1.10 Special Requirements.
Additional terms and conditions of this Agreement, if any, which are made a part hereof
are set forth in the “Special Requirements” attached hereto as Exhibit “B” and incorporated
herein by this reference. In the event of a conflict between the provisions of Exhibit “B” and any
other provisions of this Agreement, the provisions of Exhibit “B” shall govern.
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ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.
2.1 Contract Sum.
Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the
amounts specified in the “Schedule of Compensation” attached hereto as Exhibit “C” and
incorporated herein by this reference. The total compensation, including reimbursement for
actual expenses, shall not exceed $62,507 (Sixty Two Thousand Five Hundre Seven Dollars)
(the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.9.
2.2 Method of Compensation.
(a) The method of compensation may include: (i) a lump sum payment upon
completion; (ii) payment in accordance with specified tasks or the percentage of completion of
the services; (iii) payment for time and materials based upon the Consultant’s rates as specified
in the Schedule of Compensation, provided that (a) time estimates are provided for the
performance of sub tasks, and (b) the Contract Sum is not exceeded; or (iv) such other methods
as may be specified in the Schedule of Compensation.
(b) A retention of 10% shall be held from each payment as a contract retention to be
paid as part of the final payment upon satisfactory and timely completion of services. This
retention shall not apply for on-call agreements for continuous services or for agreements for
scheduled routine maintenance of City property or City facilities.
2.3 Reimbursable Expenses.
Compensation may include reimbursement for actual and necessary expenditures for
reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in
advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5,
and only if specified in the Schedule of Compensation. The Contract Sum shall include the
attendance of Consultant at all project meetings reasonably deemed necessary by the City.
Coordination of the performance of the work with City is a critical component of the services. If
Consultant is required to attend additional meetings to facilitate such coordination, Consultant
shall not be entitled to any additional compensation for attending said meetings.
2.4 Invoices.
Each month Consultant shall furnish to City an original invoice, using the City template,
or in a format acceptable to the City, for all work performed and expenses incurred during the
preceding month in a form approved by City’s Director of Finance. By submitting an invoice for
payment under this Agreement, Consultant is certifying compliance with all provisions of the
Agreement. The invoice shall detail charges for all necessary and actual expenses by the
following categories: labor (by sub-category), travel, materials, equipment, supplies, and sub-
contractor contracts. Sub-contractor charges shall also be detailed by such categories. Consultant
shall not invoice City for any duplicate services performed by more than one person.
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City shall independently review each invoice submitted by the Consultant to determine
whether the work performed and expenses incurred are in compliance with the provisions of this
Agreement. Except as to any charges for work performed or expenses incurred by Consultant
which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause
Consultant to be paid within 45 (forty-five) days of receipt of Consultant’s correct and
undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run
procedures, the City cannot guarantee that payment will occur within this time period. In the
event any charges or expenses are disputed by City, the original invoice shall be returned by City
to Consultant for correction and resubmission. Review and payment by City for any invoice
provided by the Consultant shall not constitute a waiver of any rights or remedies provided
herein or any applicable law.
2.5 Waiver.
Payment to Consultant for work performed pursuant to this Agreement shall not be
deemed to waive any defects in work performed by Consultant.
ARTICLE 3. PERFORMANCE SCHEDULE
3.1 Time of Essence.
Time is of the essence in the performance of this Agreement.
3.2 Schedule of Performance.
Consultant shall commence the services pursuant to this Agreement upon receipt of a
written notice to proceed and shall perform all services within the time period(s) established in
the “Schedule of Performance” attached hereto as Exhibit “D” and incorporated herein by this
reference. When requested by the Consultant, extensions to the time period(s) specified in the
Schedule of Performance may be approved in writing by the Contract Officer through a Change
Order, but not exceeding 60 (sixty) days cumulatively.
3.3 Force Majeure.
The time period(s) specified in the Schedule of Performance for performance of the
services rendered pursuant to this Agreement shall be extended because of any delays due to
unforeseeable causes beyond the control and without the fault or negligence of the Consultant,
including, but not restricted to, acts of God or of the public enemy, unusually severe weather,
fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes,
wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant
shall within 10 (ten) days of the commencement of such delay notify the Contract Officer in
writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of
delay, and extend the time for performing the services for the period of the enforced delay when
and if in the judgment of the Contract Officer such delay is justified. The Contract Officer’s
determination shall be final and conclusive upon the parties to this Agreement. In no event shall
Consultant be entitled to recover damages against the City for any delay in the performance of
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this Agreement, however caused, Consultant’s sole remedy being extension of the Agreement
pursuant to this Section.
3.4 Term & Extended Term.
Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement
shall continue in full force and effect until completion of the services but not exceeding June 30,
2024, except as otherwise provided in the Schedule of Performance (Exhibit “D”). The City may,
in its sole discretion, extend the Term by two (2) additional one-year term(s) provided the City
give written notice of the same not later than ninety (90) days’ before the expiration of the Term.
ARTICLE 4. COORDINATION OF WORK
4.1 Representatives and Personnel of Consultant.
The following principals of Consultant (“Principals”) are hereby designated as being the
principals and representatives of Consultant authorized to act in its behalf with respect to the
work specified herein and make all decisions in connection therewith:
Jordan P. Carter Chief Executive Officer____
(Name) (Title)
Jordan P. Carter 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 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
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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 the Deputy City Manager or such person as may be
designated by the City Manager. It shall be the Consultant’s responsibility to assure that the
Contract Officer is kept informed of the progress of the performance of the services and the
Consultant shall refer any decisions which must be made by City to the Contract Officer. Unless
otherwise specified herein, any approval of City required hereunder shall mean the approval of
the Contract Officer. The Contract Officer shall have authority, if specified in writing by the City
Manager, to sign all documents on behalf of the City required hereunder to carry out the terms of
this Agreement.
4.4 Independent Consultant.
Neither the City nor any of its employees shall have any control over the manner, mode
or means by which Consultant, its agents or employees, perform the services required herein,
except as otherwise set forth herein. City shall have no voice in the selection, discharge,
supervision or control of Consultant’s employees, servants, representatives or agents, or in fixing
their number, compensation or hours of service. Consultant shall perform all services required
herein as an independent contractor of City and shall remain at all times as to City a wholly
independent contractor with only such obligations as are consistent with that role. Consultant
shall not at any time or in any manner represent that it or any of its agents or employees are
agents or employees of City. City shall not in any way or for any purpose become or be deemed
to be a partner of Consultant in its business or otherwise or a joint venturer or a member of any
joint enterprise with Consultant.
4.5 Prohibition Against Subcontracting or Assignment.
The experience, knowledge, capability and reputation of Consultant, its principals and
employees were a substantial inducement for the City to enter into this Agreement. Therefore,
Consultant shall not contract with any other entity to perform in whole or in part the services
required hereunder without the express written approval of the City; all subcontractors included
in the Proposal are deemed approved. In addition, neither this Agreement nor any interest herein
may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation
of law, whether for the benefit of creditors or otherwise, without the prior written approval of
City. Transfers restricted hereunder shall include the transfer to any person or group of persons
acting in concert of more 25% (twenty five percent) of the present ownership and/or control of
Consultant, taking all transfers into account on a cumulative basis. In the event of any such
unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No
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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 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”.
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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.
(d) City’s rights of enforcement. In the event any policy of insurance required
under this Agreement does not comply with these specifications or is canceled and not replaced,
City has the right but not the duty to obtain and continuously maintain the insurance it deems
necessary and any premium paid by City will be promptly reimbursed by Consultant or City will
withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City
may cancel this Agreement.
(e) Acceptable insurers. All insurance policies shall be issued by an insurance
company currently authorized by the Insurance Commissioner to transact business of insurance
or that is on the List of Approved Surplus Line Insurers in the State of California, with an
assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VI (or larger)
in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by
the City’s Risk Manager.
(f) Waiver of subrogation. All insurance coverage maintained or procured
pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or
appointed officers, agents, officials, employees and volunteers or shall specifically allow
Consultant or others providing insurance evidence in compliance with these specifications to
waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery
against City, and shall require similar written express waivers and insurance clauses from each of
its subconsultants.
(g) Enforcement of contract provisions (non-estoppel). Consultant
acknowledges and agrees that any actual or alleged failure on the part of the City to inform
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Consultant of non-compliance with any requirement imposes no additional obligations on the
City nor does it waive any rights hereunder.
(h) Requirements not limiting. Requirements of specific coverage features or
limits contained in this section are not intended as a limitation on coverage, limits or other
requirements, or a waiver of any coverage normally provided by any insurance. Specific
reference to a given coverage feature is for purposes of clarification only as it pertains to a given
issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other
coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums
shown above, the City requires and shall be entitled to coverage for the higher limits maintained
by the Consultant. Any available insurance proceeds in excess of the specified minimum limits
of insurance and coverage shall be available to the City.
(i) Notice of cancellation. Consultant agrees to oblige its insurance agent or
broker and insurers to provide to City with a 30 (thirty) day notice of cancellation (except for
nonpayment for which a 10 (ten) day notice is required) or nonrenewal of coverage for each
required coverage.
(j) Additional insured status. General liability policies shall provide or be
endorsed to provide that City and its officers, officials, employees, and agents, and volunteers
shall be additional insureds under such policies. This provision shall also apply to any
excess/umbrella liability policies.
(k) Prohibition of undisclosed coverage limitations. None of the coverages
required herein will be in compliance with these requirements if they include any limiting
endorsement of any kind that has not been first submitted to City and approved of in writing.
(l) Separation of insureds. A severability of interests provision must apply for
all additional insureds ensuring that Consultant’s insurance shall apply separately to each insured
against whom claim is made or suit is brought, except with respect to the insurer’s limits of
liability. The policy(ies) shall not contain any cross-liability exclusions.
(m) Pass through clause. Consultant agrees to ensure that its subconsultants,
subcontractors, and any other party involved with the project who is brought onto or involved in
the project by Consultant, provide the same minimum insurance coverage and endorsements
required of Consultant. Consultant agrees to monitor and review all such coverage and assumes
all responsibility for ensuring that such coverage is provided in conformity with the requirements
of this section. Consultant agrees that upon request, all agreements with consultants,
subcontractors, and others engaged in the project will be submitted to City for review.
(n) Agency’s right to revise specifications. The City reserves the right at any
time during the term of the contract to change the amounts and types of insurance required by
giving the Consultant 90 (ninety) 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.
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(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
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.
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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
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.
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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, 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
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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.
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.
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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
provision herein, Consultant shall file a statutory claim pursuant to Government Code Sections
905 et seq. and 910 et seq., in order to pursue a legal action under this Agreement.
7.7 Termination Prior to Expiration of Term.
This Section shall govern any termination of this Contract except as specifically provided
in the following Section for termination for cause. The City reserves the right to terminate this
Contract at any time, with or without cause, upon thirty (30) days’ written notice to Consultant,
except that where termination is due to the fault of the Consultant, the period of notice may be
such shorter time as may be determined by the Contract Officer. Upon receipt of any notice of
termination, Consultant shall immediately cease all services hereunder except such as may be
specifically approved by the Contract Officer. Consultant shall be entitled to compensation for
all services rendered prior to the effective date of the notice of termination and for any services
authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation
or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the
event of termination without cause pursuant to this Section, the City need not provide the
Consultant with the opportunity to cure pursuant to Section 7.2.
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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.
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.
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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
Manager and to the attention of the Contract Officer (with her/his name and City title), City of
Rancho Palos Verdes, 30940 Hawthorne Blvd., Rancho Palos Verdes, California 90275 and in
the case of the Consultant, to the person(s) at the address designated on the execution page of
this Agreement. Either party may change its address by notifying the other party of the change of
address in writing. Notice shall be deemed communicated at the time personally delivered or in
72 (seventy two) hours from the time of mailing if mailed as provided in this section.
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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
“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,
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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.
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:
Blais & Associates, LLC,
a Texas limited liability company
By:
Name: Jordan P. Carter
Title: Chief Executive Officer
By:
Name: Jordan P. Carter
Title: President
Address: Blais & Associates, LLC
2807 Allen Street, Suite 2050
Dallas, TX 75204
Two corporate officer signatures required when Consultant is a corporation, with one signature required
from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2)
Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT’S
SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE
INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR
OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT’S BUSINESS ENTITY.
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CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On __________, 2022 before me, ________________, personally appeared ________________, proved to me on
the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is
true and correct.
WITNESS my hand and official seal.
Signature: _____________________________________
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
INDIVIDUAL
CORPORATE OFFICER
_______________________________
TITLE(S)
PARTNER(S) LIMITED
GENERAL
ATTORNEY-IN-FACT
TRUSTEE(S)
GUARDIAN/CONSERVATOR
OTHER_______________________________
______________________________________
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
_____________________________________________
_____________________________________________
___________________________________
TITLE OR TYPE OF DOCUMENT
___________________________________
NUMBER OF PAGES
___________________________________
DATE OF DOCUMENT
___________________________________
SIGNER(S) OTHER THAN NAMED ABOVE
A notary public or other officer completing this certificate verifies only the identity of the individual who signed
the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
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CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On __________, 2022 before me, ________________, personally appeared ________________, proved to me on
the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is
true and correct.
WITNESS my hand and official seal.
Signature: _____________________________________
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form.
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
INDIVIDUAL
CORPORATE OFFICER
_______________________________
TITLE(S)
PARTNER(S) LIMITED
GENERAL
ATTORNEY-IN-FACT
TRUSTEE(S)
GUARDIAN/CONSERVATOR
OTHER_______________________________
______________________________________
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
_____________________________________________
_____________________________________________
___________________________________
TITLE OR TYPE OF DOCUMENT
___________________________________
NUMBER OF PAGES
___________________________________
DATE OF DOCUMENT
___________________________________
SIGNER(S) OTHER THAN NAMED ABOVE
A notary public or other officer completing this certificate verifies only the identity of the individual who signed
the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
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A-1
EXHIBIT “A”
SCOPE OF SERVICES
I. Consultant will perform the following grant-funding services:
A. Provide technical and administrative support for the City’s grant program as directed
by the City Manager or by the City Manager’s designee.
B. Research and assess grants for which the City might be competitive, which meet the
goals and objectives set by the City Council.
C. Develop grant applications as approved and directed by the City to help the City meet
its goals and objectives.
D. Create records that will track and document funding sources, types of projects, and
amount of funding as it relates to the grant program.
II. As part of the services, Consultant will prepare and deliver the following tangible
work products to the City:
A. Periodic notices advising the City of potential grant funding opportunities.
B. Quotes for the preparation of grant applications for funding opportunities the City
decides to pursue.
C. Draft and final grant application packets for funding opportunities the City decides to
pursue.
D. Grant reports and documentation for funding opportunities the City obtains through
the consultant’s services.
E. Debriefing reports, notes or other documentation for funding opportunities the City
does not obtain through the consultant’s services.
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. Monthly reports summarizing the status of grant opportunities, pending and submitted
applications.
B. Monthly meetings with City Staff (via teleconference or in person) to review the
reports.
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A-2
C. An annual meeting with City Staff (via teleconference or in person) to review the
City’s goals and priorities for grant funding of projects.
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. Sharon Campbell, Director, Research
B. Nancy Littman, Director, Grant Writing
C. Ursula Drake, Director, Grant Management
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B-1
EXHIBIT “B”
SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
Added text indicated in bold italics, deleted text indicated in strikethrough.
I. Section 2.4, Invoices, is amended to read:
Each month Consultant shall furnish to City an original invoice, using the City template,
or in a format acceptable to the City, for all work performed and expenses incurred during the
preceding month in a form approved by City’s Director of Finance. By submitting an invoice for
payment under this Agreement, Consultant is certifying compliance with all provisions of the
Agreement. The invoice shall detail charges for all necessary and actual expenses by the
following categories: labor (by sub-category), travel, materials, equipment, supplies, and sub-
contractor contracts. Sub-contractor charges shall also be detailed by such categories. Consultant
shall not invoice City for any duplicate services performed by more than one person.
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C-1
EXHIBIT “C”
SCHEDULE OF COMPENSATION
I. Consultant shall perform the following tasks at the following rates:
Task Description Estimated Total
Cost
1) Grant Funding
Needs Analysis
Review CIP and 5-Year Plan; Interview
City Department(s) for project funding
needs; Research and identify project
elements; Align with known grant
opportunities; Develop summary table
and schedule.
$6,075
One-Time
2a) Grant
Monitoring,
Intelligence, Fact
Sheets, and Grant
Activity Reports
2b) Go/no-go
consultation;
Liaison with
funding agencies;
Participate in
coordination calls
with client; Develop
Year-End Grant
Roll-Up Reports.
Monitor/send targeted grant
opportunities (based on Task 1) using
our proprietary and proactive grant
research methodologies; Develop
summaries; Pros/cons; Attend
workshops/ webinars; Develop Monthly
Grant Activity Reports (GARs); Monthly
calls to review opportunities and grants
in-progress.
Go/no-go consultation; Liaison with
funding agencies; Participate in
coordination calls with client; Develop
Year-End Grant Roll-Up Reports.
$2,126
Monthly Fixed Fee
$810
Monthly Fixed Fee
3) Grant Proposal
Development
Full turnkey or collaborative grant writing
development to include submission
(cost will vary by application complexity
and client involvement).
Quoted upon
request; up to
$21,200/year*
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C-2
4) Grant Reporting
& Mgmt. Services
Grant Reporting and Management
Services.
Quoted upon
request**
5) Grant Reporting
& Mgmt. Services
B&A BGAPS Grant and Project
Management Software (6-month FREE
trial)
Quoted upon
request
Total $62,507
*All grant proposal development projects are quoted upon request based on specific project
requirements (costs typically range between $5,000 - $18,000 per grant application). Budget
optional.
**All grant reporting and management projects are quoted upon request based on specific project
requirements. Budget optional.
II. Within the budgeted amounts for each Task, and with the approval of the Contract
Officer, funds may be shifted from one Task subbudget to another so long as the
Contract Sum is not exceeded per Section 2.1, unless Additional Services are
approved per Section 1.9.
III. The City will compensate Consultant for the Services performed upon submission of
a valid invoice. Each invoice is to include:
A. Line items for all personnel describing the work performed, the number of hours
worked, and the hourly rate.
B. Line items for all materials and equipment properly charged to the Services.
C. Line items for all other approved reimbursable expenses claimed, with supporting
documentation.
D. Line items for all approved subcontractor labor, supplies, equipment, materials,
and travel properly charged to the Services.
IV. The total compensation for the Services shall not exceed the Contract Sum as
provided in Section 2.1 of this Agreement.
V. The Consultant’s billing rates for all personnel are attached as Exhibit C-1.
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C-3
EXHIBIT “C-1”
SCHEDULE OF FEES AND COSTS
Description Fee
Professional Services Fixed Fee based on $135/hour
blended rate
External Consultants (e.g., BCA
analysis) Cost – no markup
Mileage Prevailing standard IRS rate
Travel (tolls, taxi, airfare, hotel) Cost – no markup
Printing, Copying, Binding, etc. Cost – no markup
Shipping, Express Mail, or Courier Cost – no markup
Consultant performs work on a fixed fee not-to-exceed basis. Each project is
independently and carefully analyzed to determine a projected scope of work. B&A then
provides a fixed fee not-to-exceed quote for client review and approval prior to beginning
work. Any additional one-off requests or activities that fall outside of the scope of work
are performed and billed at a blended billing rate of $135 per hour. This
streamlined approach enables B&A to serve as a good steward of the City’s capital
resources and be the most efficient and effective grant services provider possible. B&A
reserves the right to adjust rates annually to align with the cost of doing business. All
external consultant fees and direct out-of-pocket direct expenses are billed at cost (no
markup).
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D-1
EXHIBIT “D
SCHEDULE OF PERFORMANCE
I. Consultant shall perform all Services timely in accordance with the schedule to be
developed by Consultant and subject to the written approval of the Contract Officer
and the City Attorney’s office.
II. Consultant shall deliver the following tangible work products to the City by the
following dates.
A. Grant Activity Report (GAR) to be provided to City monthly.
B. Grant meeting or teleconference to review GAR to be conducted monthly, in
coordination with City Staff.
C. Grant meeting or teleconference to review City goals and priorities to be conducted
annually, in coordination with City Staff.
III. The Contract Officer may approve extensions for performance of the services in
accordance with Section 3.2. Any further extensions require City Council approval.
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PROFESSIONAL SERVICES AGREEMENT
By and Between
CITY OF RANCHO PALOS VERDES
and
MARINA GRAPHIC CENTER, INC.
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AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF RANCHO PALOS VERDES AND
MARINA GRAPHIC CENTER, INC.
THIS AGREEMENT FOR PROFESSIONAL SERVICES (“Agreement”) is made and
entered into on _________________, 2023 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
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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 1720 and
that this Agreement is therefore subject to the requirements of Division 2, Part 7, Chapter 1
(commencing with Section 1720) of the California Labor Code relating to public works contracts
and the rules and regulations established by the Department of Industrial Relations (“DIR”)
implementing such statutes. The work performed under this Agreement is subject to compliance
monitoring and enforcement by the DIR. Consultant shall post job site notices, as prescribed by
regulation.
(b) Prevailing Wages. Consultant shall pay prevailing wages to the extent
required by Labor Code Section 1771. Pursuant to Labor Code Section 1773.2, copies of the
prevailing rate of per diem wages are on file at City Hall and will be made available to any
interested party on request. By initiating any work under this Agreement, Consultant
acknowledges receipt of a copy of the DIR determination of the prevailing rate of per diem
wages, and Consultant shall post a copy of the same at each job site where work is performed
under this Agreement.
(c) Penalty for Failure to Pay Prevailing Wages. Consultant shall comply with
and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment
of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The
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Consultant shall, as a penalty to the City, forfeit $200 (two hundred dollars) for each calendar
day, or portion thereof, for each worker paid less than the prevailing rates as determined by the
DIR for the work or craft in which the worker is employed for any public work done pursuant to
this Agreement by Consultant or by any subcontractor.
(d) Payroll Records. Consultant shall comply with and be bound by the
provisions of Labor Code Section 1776, which requires Consultant and each subconsultant to:
keep accurate payroll records and verify such records in writing under penalty of perjury, as
specified in Section 1776; certify and make such payroll records available for inspection as
provided by Section 1776; and inform the City of the location of the records.
(e) Apprentices. Consultant shall comply with and be bound by the provisions
of Labor Code Sections 1777.5, 1777.6, and 1777.7 and California Code of Regulations Title 8,
Section 200 et seq. concerning the employment of apprentices on public works projects.
Consultant shall be responsible for compliance with these aforementioned Sections for all
apprenticeable occupations. Prior to commencing work under this Agreement, Consultant shall
provide City with a copy of the information submitted to any applicable apprenticeship program.
Within 60 (sixty) days after concluding work pursuant to this Agreement, Consultant and each of
its subconsultants shall submit to the City a verified statement of the journeyman and apprentice
hours performed under this Agreement.
(f) Eight-Hour Work Day. Consultant acknowledges that 8 (eight) hours labor
constitutes a legal day's work. Consultant shall comply with and be bound by Labor Code
Section 1810.
(g) Penalties for Excess Hours. Consultant shall comply with and be bound by
the provisions of Labor Code Section 1813 concerning penalties for workers who work excess
hours. The Consultant shall, as a penalty to the City, forfeit $25 (twenty five dollars for each
worker employed in the performance of this Agreement by the Consultant or by any
subcontractor for each calendar day during which such worker is required or permitted to work
more than 8 (eight) hours in any one calendar day and 40 (forty) hours in any one calendar week
in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code.
Pursuant to Labor Code section 1815, work performed by employees of Consultant in excess of 8
(eight) hours per day, and 40 (forty) hours during any one week shall be permitted upon public
work upon compensation for all hours worked in excess of 8 hours per day at not less than one
and 1½ (one and one half) times the basic rate of pay.
(h) Workers’ Compensation. California Labor Code Sections 1860 and 3700
provide that every employer will be required to secure the payment of compensation to its
employees if it has employees. In accordance with the provisions of California Labor Code
Section 1861, Consultant certifies as follows:
“I am aware of the provisions of Section 3700 of the Labor Code which require
every employer to be insured against liability for workers' 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% (fifteen percent)
of the Contract Sum; or, in the time to perform of up to 90 (ninety) days, may be approved by the
Contract Officer through a written Change Order. Any greater increases, taken either separately
or cumulatively, must be approved by the City Council. It is expressly understood by Consultant
that the provisions of this Section shall not apply to services specifically set forth in the Scope of
Services. Consultant hereby acknowledges that it accepts the risk that the services to be provided
pursuant to the Scope of Services may be more costly or time consuming than Consultant
anticipates and that Consultant shall not be entitled to additional compensation therefor. City
may in its sole and absolute discretion have similar work done by other Consultants. No claims
for an increase in the Contract Sum or time for performance shall be valid unless the procedures
established in this Section are followed.
If in the performance of the contract scope, the Consultant becomes aware of material
defects in the scope, duration or span of the contract or the Consultant becomes aware of
extenuating circumstance that will or could prevent the completion of the contract, on time or on
budget, the Consultant shall inform the Contracting Officer of an anticipated Change Order. This
proposed change order will stipulate, the facts surrounding the issue, proposed solutions,
proposed costs and proposed schedule impacts.
1.10 Special Requirements.
Additional terms and conditions of this Agreement, if any, which are made a part hereof
are set forth in the “Special Requirements” attached hereto as Exhibit “B” and incorporated
herein by this reference. In the event of a conflict between the provisions of Exhibit “B” and any
other provisions of this Agreement, the provisions of Exhibit “B” shall govern.
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ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.
2.1 Contract Sum.
Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the
amounts specified in the “Schedule of Compensation” attached hereto as Exhibit “C” and
incorporated herein by this reference. The total compensation, including reimbursement for
actual expenses, shall not exceed $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.
(a) The method of compensation may include: (i) a lump sum payment upon
completion; (ii) payment in accordance with specified tasks or the percentage of completion of
the services; (iii) payment for time and materials based upon the Consultant’s rates as specified
in the Schedule of Compensation, provided that (a) time estimates are provided for the
performance of sub tasks, and (b) the Contract Sum is not exceeded; or (iv) such other methods
as may be specified in the Schedule of Compensation.
(b) A retention of 10% shall be held from each payment as a contract retention to be
paid as part of the final payment upon satisfactory and timely completion of services. This
retention shall not apply for on-call agreements for continuous services or for agreements for
scheduled routine maintenance of City property or City facilities.
2.3 Reimbursable Expenses.
Compensation may include reimbursement for actual and necessary expenditures for
reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in
advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5,
and only if specified in the Schedule of Compensation. The Contract Sum shall include the
attendance of Consultant at all project meetings reasonably deemed necessary by the City.
Coordination of the performance of the work with City is a critical component of the services. If
Consultant is required to attend additional meetings to facilitate such coordination, Consultant
shall not be entitled to any additional compensation for attending said meetings.
2.4 Invoices.
Each month Consultant shall furnish to City an original invoice, using the City template,
or in a format acceptable to the City, for all work performed and expenses incurred during the
preceding month in a form approved by City’s Director of Finance. By submitting an invoice for
payment under this Agreement, Consultant is certifying compliance with all provisions of the
Agreement. The invoice shall detail charges for all necessary and actual expenses by the
following categories: labor (by sub-category), travel, materials, equipment, supplies, and sub-
contractor contracts. Sub-contractor charges shall also be detailed by such categories. Consultant
shall not invoice City for any duplicate services performed by more than one person.
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City shall independently review each invoice submitted by the Consultant to determine
whether the work performed and expenses incurred are in compliance with the provisions of this
Agreement. Except as to any charges for work performed or expenses incurred by Consultant
which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause
Consultant to be paid within 45 (forty-five) days of receipt of Consultant’s correct and
undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run
procedures, the City cannot guarantee that payment will occur within this time period. In the
event any charges or expenses are disputed by City, the original invoice shall be returned by City
to Consultant for correction and resubmission. Review and payment by City for any invoice
provided by the Consultant shall not constitute a waiver of any rights or remedies provided
herein or any applicable law.
2.5 Waiver.
Payment to Consultant for work performed pursuant to this Agreement shall not be
deemed to waive any defects in work performed by Consultant.
ARTICLE 3. PERFORMANCE SCHEDULE
3.1 Time of Essence.
Time is of the essence in the performance of this Agreement.
3.2 Schedule of Performance.
Consultant shall commence the services pursuant to this Agreement upon receipt of a
written notice to proceed and shall perform all services within the time period(s) established in
the “Schedule of Performance” attached hereto as Exhibit “D” and incorporated herein by this
reference. When requested by the Consultant, extensions to the time period(s) specified in the
Schedule of Performance may be approved in writing by the Contract Officer through a Change
Order, but not exceeding 60 (sixty) days cumulatively.
3.3 Force Majeure.
The time period(s) specified in the Schedule of Performance for performance of the
services rendered pursuant to this Agreement shall be extended because of any delays due to
unforeseeable causes beyond the control and without the fault or negligence of the Consultant,
including, but not restricted to, acts of God or of the public enemy, unusually severe weather,
fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes,
wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant
shall within 10 (ten) days of the commencement of such delay notify the Contract Officer in
writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of
delay, and extend the time for performing the services for the period of the enforced delay when
and if in the judgment of the Contract Officer such delay is justified. The Contract Officer’s
determination shall be final and conclusive upon the parties to this Agreement. In no event shall
Consultant be entitled to recover damages against the City for any delay in the performance of
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this Agreement, however caused, Consultant’s sole remedy being extension of the Agreement
pursuant to this Section.
3.4 Term.
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 year
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.
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 Customer Service Representative
(Name) (Title)
Peggy Chernoff Chief Executive Officer
(Name) (Title)
It is expressly understood that the experience, knowledge, capability and reputation of the
foregoing principals were a substantial inducement for City to enter into this Agreement.
Therefore, the foregoing principals shall be responsible during the term of this Agreement for
directing all activities of Consultant and devoting sufficient time to personally supervise the
services hereunder. All personnel of Consultant, and any authorized agents, shall at all times be
under the exclusive direction and control of the Principals. For purposes of this Agreement, the
foregoing Principals may not be replaced nor may their responsibilities be substantially reduced
by Consultant without the express written approval of City. Additionally, Consultant shall utilize
only the personnel included in the Proposal to perform services pursuant to this Agreement.
Consultant shall make every reasonable effort to maintain the stability and continuity of
Consultant’s staff and subcontractors, if any, assigned to perform the services required under this
Agreement. Consultant shall notify City of any changes in Consultant’s staff and subcontractors,
if any, assigned to perform the services required under this Agreement, prior to and during any
such performance. City shall have the right to approve or reject any proposed replacement
personnel, which approval shall not be unreasonably withheld.
4.2 Status of Consultant.
Consultant shall have no authority to bind City in any manner, or to incur any obligation,
debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless
such authority is expressly conferred under this Agreement or is otherwise expressly conferred in
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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 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 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 certification
of insurance shall be kept on file with City at all times during the term of this Agreement. City
reserves the right to require complete, certified copies of all required insurance policies, at any
time.
(b) Duration of coverage. Consultant shall procure and maintain for the
duration of this Agreement insurance against claims for injuries to persons or damages to
property, which may arise from or in connection with the performance of the Services hereunder
by Consultant, its agents, representatives, employees or subconsultants.
(c) Primary/noncontributing. Coverage provided by Consultant shall be
primary and any insurance or self-insurance procured or maintained by City shall not be required
to contribute with it. The limits of insurance required herein may be satisfied by a combination
of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or
be endorsed to contain a provision that such coverage shall also apply on a primary and non-
contributory basis for the benefit of City before the City’s own insurance or self-insurance shall
be called upon to protect it as a named insured.
(d) City’s rights of enforcement. In the event any policy of insurance required
under this Agreement does not comply with these specifications or is canceled and not replaced,
City has the right but not the duty to obtain and continuously maintain the insurance it deems
necessary and any premium paid by City will be promptly reimbursed by Consultant or City will
withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City
may cancel this Agreement.
(e) Acceptable insurers. All insurance policies shall be issued by an insurance
company currently authorized by the Insurance Commissioner to transact business of insurance
or that is on the List of Approved Surplus Line Insurers in the State of California, with an
assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VI (or larger)
in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by
the City’s Risk Manager.
(f) Waiver of subrogation. All insurance coverage maintained or procured
pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or
appointed officers, agents, officials, employees and volunteers or shall specifically allow
Consultant or others providing insurance evidence in compliance with these specifications to
waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery
against City, and shall require similar written express waivers and insurance clauses from each of
its subconsultants.
(g) Enforcement of contract provisions (non-estoppel). Consultant
acknowledges and agrees that any actual or alleged failure on the part of the City to inform
Consultant of non-compliance with any requirement imposes no additional obligations on the
City nor does it waive any rights hereunder.
(h) Requirements not limiting. Requirements of specific coverage features or
limits contained in this section are not intended as a limitation on coverage, limits or other
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requirements, or a waiver of any coverage normally provided by any insurance. Specific
reference to a given coverage feature is for purposes of clarification only as it pertains to a given
issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other
coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums
shown above, the City requires and shall be entitled to coverage for the higher limits maintained
by the Consultant. Any available insurance proceeds in excess of the specified minimum limits
of insurance and coverage shall be available to the City.
(i) Notice of cancellation. Consultant agrees to oblige its insurance agent or
broker and insurers to provide to City with a 30 (thirty) day notice of cancellation (except for
nonpayment for which a 10 (ten) day notice is required) or nonrenewal of coverage for each
required coverage.
(j) Additional insured status. General liability policies shall provide or be
endorsed to provide that City and its officers, officials, employees, and agents, and volunteers
shall be additional insureds under such policies. This provision shall also apply to any
excess/umbrella liability policies.
(k) Prohibition of undisclosed coverage limitations. None of the coverages
required herein will be in compliance with these requirements if they include any limiting
endorsement of any kind that has not been first submitted to City and approved of in writing.
(l) Separation of insureds. A severability of interests provision must apply for
all additional insureds ensuring that Consultant’s insurance shall apply separately to each insured
against whom claim is made or suit is brought, except with respect to the insurer’s limits of
liability. The policy(ies) shall not contain any cross-liability exclusions.
(m) Pass through clause. Consultant agrees to ensure that its subconsultants,
subcontractors, and any other party involved with the project who is brought onto or involved in
the project by Consultant, provide the same minimum insurance coverage and endorsements
required of Consultant. Consultant agrees to monitor and review all such coverage and assumes
all responsibility for ensuring that such coverage is provided in conformity with the requirements
of this section. Consultant agrees that upon request, all agreements with consultants,
subcontractors, and others engaged in the project will be submitted to City for review.
(n) Agency’s right to revise specifications. The City reserves the right at any
time during the term of the contract to change the amounts and types of insurance required by
giving the Consultant 90 (ninety) 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
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services hereunder. The provisions of this Section do not apply to claims or liabilities occurring
as a result of City’s sole negligence or willful acts or omissions, but, to the fullest extent
permitted by law, shall apply to claims and liabilities resulting in part from City’s negligence,
except that design professionals’ indemnity hereunder shall be limited to claims and liabilities
arising out of the negligence, recklessness or willful misconduct of the design professional. The
indemnity obligation shall be binding on successors and assigns of Consultant and shall survive
termination of this Agreement.
ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION
6.1 Records.
Consultant shall keep, and require subcontractors to keep, such ledgers, books of
accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the
disbursements charged to City and services performed hereunder (the “books and records”), as
shall be necessary to perform the services required by this Agreement and enable the Contract
Officer to evaluate the performance of such services. Any and all such documents shall be
maintained in accordance with generally accepted accounting principles and shall be complete
and detailed. The Contract Officer shall have full and free access to such books and records at all
times during normal business hours of City, including the right to inspect, copy, audit and make
records and transcripts from such records. Such records shall be maintained for a period of three
(3) years following completion of the services hereunder, and the City shall have access to such
records in the event any audit is required. In the event of dissolution of Consultant’s business,
custody of the books and records may be given to City, and access shall be provided by
Consultant’s successor in interest. Notwithstanding the above, the Consultant shall fully
cooperate with the City in providing access to the books and records if a public records request is
made and disclosure is required by law including but not limited to the California Public Records
Act.
6.2 Reports.
Consultant shall periodically prepare and submit to the Contract Officer such reports
concerning the performance of the services required by this Agreement as the Contract Officer
shall require. Consultant hereby acknowledges that the City is greatly concerned about the cost
of work and services to be performed pursuant to this Agreement. For this reason, Consultant
agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that
may or will materially increase or decrease the cost of the work or services contemplated herein
or, if Consultant is providing design services, the cost of the project being designed, Consultant
shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the
estimated increased or decreased cost related thereto and, if Consultant is providing design
services, the estimated increased or decreased cost estimate for the project being designed.
6.3 Ownership of Documents.
All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes,
computer files, reports, records, documents and other materials (the “documents and materials”)
prepared by Consultant, its employees, subcontractors and agents in the performance of this
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Agreement shall be the property of City and shall be delivered to City upon request of the
Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim
for further employment or additional compensation as a result of the exercise by City of its full
rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any
use, reuse or assignment of such completed documents for other projects and/or use of
uncompleted documents without specific written authorization by the Consultant will be at the
City’s sole risk and without liability to Consultant, and Consultant’s guarantee and warranties
shall not extend to such use, reuse or assignment. Consultant may retain copies of such
documents for its own use. Consultant shall have the right to use the concepts embodied therein.
All subcontractors shall provide for assignment to City of any documents or materials prepared
by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify
City for all damages resulting therefrom. Moreover, Consultant with respect to any documents
and materials that may qualify as “works made for hire” as defined in 17 U.S.C. § 101, such
documents and materials are hereby deemed “works made for hire” for the City.
6.4 Confidentiality and Release of Information.
(a) All information gained or work product produced by Consultant in
performance of this Agreement shall be considered confidential, unless such information is in the
public domain or already known to Consultant. Consultant shall not release or disclose any such
information or work product to persons or entities other than City without prior written
authorization from the Contract Officer.
(b) Consultant, its officers, employees, agents or subcontractors, shall not,
without prior written authorization from the Contract Officer or unless requested by the City
Attorney, voluntarily provide documents, declarations, letters of support, testimony at
depositions, response to interrogatories or other information concerning the work performed
under this Agreement. Response to a subpoena or court order shall not be considered “voluntary”
provided Consultant gives City notice of such court order or subpoena.
(c) If Consultant, or any officer, employee, agent or subcontractor of
Consultant, provides any information or work product in violation of this Agreement, then City
shall have the right to reimbursement and indemnity from Consultant for any damages, costs and
fees, including attorney’s fees, caused by or incurred as a result of Consultant’s conduct.
(d) Consultant shall promptly notify City should Consultant, its officers,
employees, agents or subcontractors be served with any summons, complaint, subpoena, notice
of deposition, request for documents, interrogatories, request for admissions or other discovery
request, court order or subpoena from any party regarding this Agreement and the work
performed there under. City retains the right, but has no obligation, to represent Consultant or be
present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully
with City and to provide City with the opportunity to review any response to discovery requests
provided by Consultant. However, this right to review any such response does not imply or mean
the right by City to control, direct, or rewrite said response.
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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 of this Agreement. No delay or omission in the exercise of any right or remedy by
a non-defaulting party on any default shall impair such right or remedy or be construed as a
waiver. Any waiver by either party of any default must be in writing and shall not be a waiver of
any other default concerning the same or any other provision of this Agreement.
7.5 Rights and Remedies are Cumulative.
Except with respect to rights and remedies expressly declared to be exclusive in this
Agreement, the rights and remedies of the parties are cumulative and the exercise by either party
of one or more of such rights or remedies shall not preclude the exercise by it, at the same or
different times, of any other rights or remedies for the same default or any other default by the
other party.
7.6 Legal Action.
In addition to any other rights or remedies, either party may take legal action, in law or in
equity, to cure, correct or remedy any default, to recover damages for any default, to compel
specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain
any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary
provision herein, Consultant shall file a statutory claim pursuant to Government Code Sections
905 et seq. and 910 et seq., in order to pursue a legal action under this Agreement.
7.7 Termination Prior to Expiration of Term.
This Section shall govern any termination of this Contract except as specifically provided
in the following Section for termination for cause. The City reserves the right to terminate this
Contract at any time, with or without cause, upon thirty (30) days’ written notice to Consultant,
except that where termination is due to the fault of the Consultant, the period of notice may be
such shorter time as may be determined by the Contract Officer. Upon receipt of any notice of
termination, Consultant shall immediately cease all services hereunder except such as may be
specifically approved by the Contract Officer. Consultant shall be entitled to compensation for
all services rendered prior to the effective date of the notice of termination and for any services
authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation
or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the
event of termination without cause pursuant to this Section, the City need not provide the
Consultant with the opportunity to cure pursuant to Section 7.2.
7.8 Termination for Default of Party.
If termination is due to the failure of the other Party to fulfill its obligations under this
Agreement:
(a) City may, after compliance with the provisions of Section 7.2, take over the work
and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable
to the extent that the total cost for completion of the services required hereunder exceeds the
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compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate
such damages), and City may withhold any payments to the Consultant for the purpose of set-off
or partial payment of the amounts owed the City as previously stated.
(b) Consultant may, after compliance with the provisions of Section 7.2, terminate the
Agreement upon written notice to the City‘s Contract Officer. Consultant shall be entitled to
payment for all work performed up to the date of termination.
7.9 Attorneys’ Fees.
If either party to this Agreement is required to initiate or defend or made a party to any
action or proceeding in any way connected with this Agreement, the prevailing party in such
action or proceeding, in addition to any other relief which may be granted, whether legal or
equitable, shall be entitled to reasonable attorney’s fees. Attorney’s fees shall include attorney’s
fees on any appeal, and in addition a party entitled to attorney’s fees shall be entitled to all other
reasonable costs for investigating such action, taking depositions and discovery and all other
necessary costs the court allows which are incurred in such litigation. All such fees shall be
deemed to have accrued on commencement of such action and shall be enforceable whether or
not such action is prosecuted to judgment.
ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
8.1 Non-liability of City Officers and Employees.
No officer or employee of the City shall be personally liable to the Consultant, or any
successor in interest, in the event of any default or breach by the City or for any amount which
may become due to the Consultant or to its successor, or for breach of any obligation of the
terms of this Agreement.
8.2 Conflict of Interest.
Consultant covenants that neither it, nor any officer or principal of its firm, has or shall
acquire any interest, directly or indirectly, which would conflict in any manner with the interests
of City or which would in any way hinder Consultant’s performance of services under this
Agreement. Consultant further covenants that in the performance of this Agreement, no person
having any such interest shall be employed by it as an officer, employee, agent or subcontractor
without the express written consent of the Contract Officer. Consultant agrees to at all times
avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City
in the performance of this Agreement.
No officer or employee of the City shall have any financial interest, direct or indirect, in
this Agreement nor shall any such officer or employee participate in any decision relating to the
Agreement which affects her/his financial interest or the financial interest of any corporation,
partnership or association in which (s)he is, directly or indirectly, interested, in violation of any
State statute or regulation. The Consultant warrants that it has not paid or given and will not pay
or give any third party any money or other consideration for obtaining this Agreement.
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8.3 Covenant Against Discrimination.
Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons
claiming under or through them, that there shall be no discrimination against or segregation of,
any person or group of persons on account of race, color, creed, religion, sex, gender, sexual
orientation, marital status, national origin, ancestry or other protected class in the performance of
this Agreement. Consultant shall take affirmative action to insure that applicants are employed
and that employees are treated during employment without regard to their race, color, creed,
religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other
protected class.
8.4 Unauthorized Aliens.
Consultant hereby promises and agrees to comply with all of the provisions of the Federal
Immigration and Nationality Act, 8 U.S.C. § 1101 et seq., as amended, and in connection
therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ
such unauthorized aliens for the performance of work and/or services covered by this
Agreement, and should any liability or sanctions be imposed against City for such use of
unauthorized aliens, Consultant hereby agrees to and shall reimburse City for the cost of all such
liabilities or sanctions imposed, together with any and all costs, including attorneys’ fees,
incurred by City.
ARTICLE 9. MISCELLANEOUS PROVISIONS
9.1 Notices.
Any notice, demand, request, document, consent, approval, or communication either
party desires or is required to give to the other party or any other person shall be in writing and
either served personally or sent by prepaid, first-class mail, in the case of the City, to the City
Manager and to the attention of the Contract Officer (with her/his name and City title), City of
Rancho Palos Verdes, 30940 Hawthorne Blvd., Rancho Palos Verdes, California 90275 and in
the case of the Consultant, to the person(s) at the address designated on the execution page of
this Agreement. Either party may change its address by notifying the other party of the change of
address in writing. Notice shall be deemed communicated at the time personally delivered or in
72 (seventy two) hours from the time of mailing if mailed as provided in this section.
9.2 Interpretation.
The terms of this Agreement shall be construed in accordance with the meaning of the
language used and shall not be construed for or against either party by reason of the authorship
of this Agreement or any other rule of construction which might otherwise apply.
9.3 Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed to be an
original, and such counterparts shall constitute one and the same instrument.
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9.4 Integration; Amendment.
This Agreement including the attachments hereto is the entire, complete and exclusive
expression of the understanding of the parties. It is understood that there are no oral agreements
between the parties hereto affecting this Agreement and this Agreement supersedes and cancels
any and all previous negotiations, arrangements, agreements and understandings, if any, between
the parties, and none shall be used to interpret this Agreement. No amendment to or modification
of this Agreement shall be valid unless made in writing and approved by the Consultant and by
the City Council. The parties agree that this requirement for written modifications cannot be
waived and that any attempted waiver shall be void.
9.5 Severability.
In the event that any one or more of the phrases, sentences, clauses, paragraphs, or
sections contained in this Agreement shall be declared invalid or unenforceable by a valid
judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall
not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this
Agreement which are hereby declared as severable and shall be interpreted to carry out the intent
of the parties hereunder unless the invalid provision is so material that its invalidity deprives
either party of the basic benefit of their bargain or renders this Agreement meaningless.
9.6 Warranty & Representation of Non-Collusion.
No official, officer, or employee of City has any financial interest, direct or indirect, in
this Agreement, nor shall any official, officer, or employee of City participate in any decision
relating to this Agreement which may affect his/her financial interest or the financial interest of
any corporation, partnership, or association in which (s)he is directly or indirectly interested, or
in violation of any corporation, partnership, or association in which (s)he is directly or indirectly
interested, or in violation of any State or municipal statute or regulation. The determination of
“financial interest” shall be consistent with State law and shall not include interests found to be
“remote” or “noninterests” pursuant to Government Code Sections 1091 or 1091.5. Consultant
warrants and represents that it has not paid or given, and will not pay or give, to any third party
including, but not limited to, any City official, officer, or employee, any money, consideration,
or other thing of value as a result or consequence of obtaining or being awarded any agreement.
Consultant further warrants and represents that (s)he/it has not engaged in any act(s),
omission(s), or other conduct or collusion that would result in the payment of any money,
consideration, or other thing of value to any third party including, but not limited to, any City
official, officer, or employee, as a result of consequence of obtaining or being awarded any
agreement. Consultant is aware of and understands that any such act(s), omission(s) or other
conduct resulting in such payment of money, consideration, or other thing of value will render
this Agreement void and of no force or effect.
Consultant’s Authorized Initials _______
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9.7 Corporate Authority.
The persons executing this Agreement on behalf of the parties hereto warrant that (i) such
party is duly organized and existing, (ii) they are duly authorized to execute and deliver this
Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally
bound to the provisions of this Agreement, and (iv) that entering into this Agreement does not
violate any provision of any other Agreement to which said party is bound. This Agreement shall
be binding upon the heirs, executors, administrators, successors and assigns of the parties.
[SIGNATURES ON FOLLOWING PAGE]
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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.
I-24
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 “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) quarterly 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 ⅞ folded to 8 ¾ x 10 ⅞
•Paper: 80# White Performance Gloss Book
•Presswork: 5/5 CMYK + QA/Same
•Finishing: Fold, insert 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 proofs 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:
B.Paul Loughlin
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EXHIBIT “B”
SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
Added text indicated in bold italics, deleted text indicated in strikethrough.
[INTENTIONALLY LEFT BLANK]
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EXHIBIT “C”
SCHEDULE OF COMPENSATION
I. Consultant shall perform the following tasks at the following rates:
RATE TIME SUB-BUDGET
A. Layout of Newsletter and Rec
Insert Page/Edition
$550 5 days $550
B. Printing of Newsletter and Rec
Insert Page/Edition
$10,041 10 days $10,041
C. Delivery of pre-sorted, bulk
mail-ready Newsletters and
Inserts/Edition
$0 3 days $0
TOTAL PER EDITION $10,591
TOTAL FOR FOUR (4)
EDITIONS
$42,364
II. Within the budgeted amounts for each Task, and with the approval of the Contract
Officer, funds may be shifted from one Task subbudget to another so long as the
Contract Sum is not exceeded per Section 2.1, unless Additional Services are
approved per Section 1.9.
III. The City will compensate Consultant for the Services performed upon submission of
a valid invoice. Each invoice is to include:
A. 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.
D. Line items for all approved subcontractor labor, supplies, equipment, materials,
and travel properly charged to the Services.
IV. The total compensation for the Services shall not exceed the Contract Sum as
provided in Section 2.1 of this Agreement.
V. The Consultant’s billing rates for all personnel are attached as Exhibit C-1. NOT
APPLICABLE
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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 Days to Perform Deadline Date
A. Layout 5 days September 6, 2023
B. Printing 10 days September 16, 2023
C. Delivery 3 Days September 19, 2023
Winter Newsletter & Insert Days to Perform Deadline Date
A. Layout 5 Days December 6, 2023
B. Printing 10 Days December 16, 2023
C. Delivery 3 Days December 19, 2023
Spring Newsletter & Insert Days to Perform Deadline Date
A. Layout 5 days March 6, 2024
B. Printing 10 days March 16, 2024
C. Delivery 3 Days March 19, 2024
Summer Newsletter & Inserts Days to Perform Deadline Date
A. Layout 5 days June 6, 2024
B. Printing 10 days June 16, 2024
C. Delivery 3 days June 19, 2024
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II. 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, 2023, December 6, 2023, March 6, 2024, and June 6, 2024.
B. Delivery of Newsletter and Inserts to Rancho Palos Verdes City Hall by
September 19, 2023, December 19, 2023, March 19, 2024, and June 19, 2024 or
within one (1) week of approval of print-ready documents by City, whichever day
is sooner.
C. Delivery of Newsletters and Inserts to Torrance Post Office by the following
dates: September 19, 2023, December 19, 2023, March 19, 2024, and June 19,
2024 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.
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