CC SR 20230620 P - Various PW Agreements
CITY COUNCIL MEETING DATE: 06/20/2023
AGENDA REPORT AGENDA HEADING: Consent Calendar
AGENDA TITLE:
Consideration and possible action to award professional services agreements and
amendments for various Public Works services.
RECOMMENDED COUNCIL ACTION:
(1) Award a professional services agreement to All City Management Services, Inc.
for school crossing guard and related services in the amount of up to $129,865
plus a 15% contingency for Fiscal Year 2023-24 and two optional one-year
extensions;
(2) Award a professional services agreement to Rigg Consulting Inc. for civil
engineering services in the amount of up to $300,000 plus a 15% contingency of
for a five-year term;
(3) Approve Amendment No. 1 to the professional services agreement with Ocean
Blue Environmental Services Inc. for environmental cleanup and related services,
increasing the compensation by up to $390,000 plus a 15% contingency, and
extending the term by two years;
(4) Affirm a budget transfer of $68,302 from various unspent budget accounts to fund
additional environmental cleanup services by Ocean Blue Environment Services
Inc. in FY 2022-23;
(5) Approve Amendment No. 1 to the professional services agreement with Valley
Maintenance Corporation for janitorial and custodial services, increasing the
compensation by up to $300,000 plus a 15% contingency, and extending the term
by three years;
(6) Approve Amendment No. 1 to the professional services agreement with Harris &
Associates, Inc. for Landscape and Lighting Maintenance District administration,
increasing the compensation by up to $15,805 for a total of up to $25,905 plus a
15% contingency, and extending the term by one year;
(7) Affirm retroactive contract authorization to the professional services agreement
with Harris & Associates for work performed on the FY 2021-22 Engineer’s Report
in the amount of $5,125;
(8) Award a professional services agreement to Hardy & Harper Inc. for public works
maintenance and related services in the amount of up to $2,167,651 plus a 15%
contingency for a five-year term;
(9) Award a professional services agreement with Interwest Consulting Group, Inc. for
right-of-way permitting, review, and related services in the amount of up to
$308,880 plus a 15% contingency for a one-year term;
(10) Award a professional services agreement to Sunbeam Consulting for right-of-way
permitting, review, inspection, and other services in the amount of up to
$3,159,456 plus a 15% contingency for a five-year term;
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RANCHO PALOS VERDES
(11) Award a professional services agreement to MSW Consultants for solid waste
management consulting and related services in the amount of up to $379,090 plus
a 15% contingency for a three-year term with an optional three-year extension;
(12) Award a professional services agreement to Yunex, LL C for streetlight
maintenance and related services in the amount of up to $195,000 plus a 15%
contingency for a three-year term with an optional three-year extension;
(13) Award a professional services agreement to Sweeping Corp of America (SCA) of
California, LLC, for street sweeping and related services in the amount of up to
$1,434,791 plus a 15% contingency for a three-year term with an optional three-
year extension;
(14) Award a professional services agreement to Yunex, LLC for traffic signal
maintenance and related services in the amount of up to $420,000 plus a 15%
contingency for a three-year term with an optional three-year extension;
(15) Approve Amendment No. 1 to the professional services agreement with Geosyntec
Consultants, Inc., for stormwater quality monitoring, reporting, and related
services, increasing the compensation by up to $172,526 for a total of up to
$1,142,209 plus a 15% contingency;
(16) Affirm a budget transfer of $101,876 from various unspent budget accounts to fund
additional stormwater quality services in FY 2022-23;
(17) Authorize the Mayor and City Clerk to execute the agreements and amendments
in a form approved by the City Attorney.
FISCAL IMPACT: The City Council action will result in agreements with various
vendors; however, the expenditures and fiscal impact will be
dependent upon department needs per approved budgets and/or
permit fees as detailed in the staff report for each agreement.
Amount Budgeted: N/A
Additional Appropriation: N/A
Account Number(s): N/A
ORIGINATED BY: Ramzi Awwad, Director of Public Works
REVIEWED BY: Same as above
APPROVED BY: Ara Mihranian, AICP, City Manager
ATTACHED SUPPORTING DOCUMENTS:
A. Professional Services Agreement with All City Management Services, Inc.
for School Crossing Guard and Related Services (page A-1)
B. Professional Services Agreement with Rigg Consulting Inc. for Civil
Engineering Services (forthcoming)
C. Amendment No. 1 to Professional Services Agreement with Ocean Blue
Environmental Services for Environmental Cleanup and Related Services
(page C-1)
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D. Amendment No. 1 to Professional Services Agreement with Valley
Maintenance Corporation for Janitorial and Cu stodial Services
(forthcoming)
E. Amendment No. 1 to Professional Services Agreement with Harris &
Associates, Inc. for Landscape and Lighting Maintenance District
Administration (forthcoming)
F. Professional Services Agreement with Hardy & Harper, Inc. for Public
Works Maintenance and Related Services (page F-1)
G. Professional Services Agreement with Interwest Consulting Group, Inc. for
Right-of-Way Permitting, Review, and Related Services (forthcoming)
H. Professional Services Agreement with Sunbeam Consulting for Right-of-
Way Permitting, Review, Inspection, and Related Services (forthcoming)
I. Professional Services Agreement with MSW Consultants for Solid Waste
Management Consulting and Related Services (page I-1)
J. Professional Services Agreement with Yunex, LLC Streetlight Maintenance
and Related Services (page J-1)
K. Professional Services Agreement with Sweeping Corp of America (SCA) of
California, LLC for Street Sweeping and Related Services (page K-1)
L. Professional Services Agreement with Yunex, LLC for Traffic Signal
Maintenance and Related Services (page L-1)
M. Amendment No. 1 to Professional Services Agreement with Geosyntec
Consultants for Stormwater Quality Monitoring, Reporting, and Related
Services (page M-1)
It should be noted that Attachment Nos. B, D, E, do not include signed copies of
the Agreement from the vendor, which are forthcoming and will be provided to the
City Council as late correspondence in advance of the June 20 meeting.
It should be noted that Attachments G and H are forthcoming and will be provided
to the City Council as late correspondence, with signed copies of the Agreement,
in advance of the June 20 meeting.
BACKGROUND:
As a department in a contract city, the Public Works Department relies on consultants to
augment City Staff in providing various services. Historically, the Public Works
Department has contracted for many of these services on a rolling annual basis. To
streamline the contracting effort, the Public Works Department is now presenting various
multi-year professional services agreements (PSAs) and amendments for City Council
approval. As a separate agenda item, the City Council is also being asked to approve
various ongoing professional services agreements and purchase orders that exceed
$25,000 for various City Departments. This agenda item differs in that it presents various
multi-year agreements and amendments as opposed to those just for Fiscal Year 2023 -
24. Multi-year agreements presented at one time reduce the amount of effort spent on
contracting because Staff no longer need s to spend time on the contracting process on
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an annual basis for each service. Additionally, presenting a smaller number of staff
reports reduces the amount of staff time spent on that administrative work.
This staff report recommends the award of, or amendment to, 13 professional services
agreements for various core services provided by the Public Works Department. This staff
report also recommends that Council affirm budget transfers of unspent funds because
the types of transfers represent material changes to the budget approved by the City
Council. The agreements are structured based on an estimated quantity of work and
associated cost; however, the City reserves the right to use as much or as little of the
service as needed and pay only for the amount of service used. In most cases, the
estimated amounts are based on high-use scenarios, but the City is not obligated to use
the entire contract amount. Additionally, the City reserves the right to cancel any new
agreement, simply for convenience, with a 30-day notice to the vendor.
DISCUSSION:
School Crossing Guards – All City Management Services
The services covered by this agreement include crossing guard services for the regular
school year and summer school. The costs of crossing guard services are shared
between the City and the Palos Verdes Peninsula Unified School District (PVPUSD), with
43% allocated to the City and 57% to PVPUSD and the Peninsula Education Foundation.
An exception to the cost allocation is at Dodson Middle School, where the City pays the
entire cost of the crossing guard services, and is not reimbursed by the Los Angeles
Unified School District. School crossing guards are utilized at the following campuses:
• One guard at Dodson Middle School
• Three guards at Miraleste Intermediate School
• One guard at Ridgecrest Intermediate School
• Two guards at Silver Spur Elementary School
All City Management Services, Inc. (ACMS) provides crossing guard services to
PVPUSD. The City has historically used the same crossing guard vendor as PVPUSD to
decrease logistical complexity and increase ease of coordination. As such, ACMS has
been providing crossing guard services for the City since 2001. The current agreement
with ACMS is set to expire on July 31, 2023.
Staff recommends the City Council continue contracting with ACMS, which will continue
to be the PVPUSD vendor.
Staff negotiated a PSA with ACMS to provide crossing guard services for the 2023-24
school year, including summer school, in the amount of up to $129,865 plus 15%
contingency (Attachment A). The proposed agreement includes two additional one-year
extension options, based on mutual consent.
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The estimated expenditure for the 2023-24 school year including summer school is
$129,865, of which $55,842 will be funded by the City and $74,023 will be funded by
PVPUSD and the Peninsula Education Foundation.
FY 2023-24 Account Number(s): 101-400-3120-5101 - $64,400
(General Fund – Traffic Management)
101-400-3120-5118 - $78,090
(Reimbursement – Traffic Management)
Civil Engineering Services – Rigg Consulting
The services covered by this agreement include general civil engineering services
including engineering review, staff augmentation, quality control, management,
coordination, and related services.
On June 6, 2017, the City Council approved a five-year agreement with Rigg Consulting
to provide on-call civil engineering services. The agreement was subsequently extended
and will expire on June 30, 2023. The agreement has been primarily used for plan
checking and related work.
Staff recommends entering into a new agreement with this vendor so that Staff continues
to have the option of carrying out work with this vendor due to their knowledge of the
intricacies of the Public Works Department, obtained over many years of working for the
department. Additionally, the vendor has not increased their rates since 2017, making the
rates extremely competitive for this type of work.
Staff negotiated a PSA with Rigg Consulting to provide on-call civil engineering services
with an annual authorization of up to $60,000 and a total amount of up to $300,000 plus
15% contingency for a five-year term. (Attachment B)
The agreement is only a mechanism for Staff to obtain services and any cost associated
with the use of this PSA will be defined in individual task orders and funded by the specific
permit application fee, operating budget, or capital project. It is important to note that the
services in this agreement can also be provided through agreements with other vendors,
which is intended to create a backup system, but not duplicative services. As a result, this
and other similar agreements will not all be fully utilized. The current budgeted amount
for permit review, which is expected to be the majority of services, is $25,000; however,
this amount could increase based on the number of permit applications and associated
permit fees.
FY 2023-24 Account Number(s): 101-400-3110-5101 - $25,000
(General Fund – PW Admin. – Professional/Technical)
Environmental Cleanup Services – Ocean Blue Environmental Services
The services covered by this agreement include environmental cleanup/abatement
services including oil/fuel spill removal from the public right-of-way, hazardous waste and
chemical removal, code enforcement violation abatement, and storm response to prevent
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contaminants from entering the storm drain system and to prevent flooding. Additionally,
the services include sewer spill cleanup, pit pumping, steam and pressure washing, and
wastewater disposal.
On May 17, 2022, the City entered into a PSA with Ocean Blue Environmental Services
Inc. (Ocean Blue) for citywide environmental cleanup/abatement and related services.
The PSA was for a sum of $192,081.83 and annual compensation not to exceed $50,000
with a term ending on June 30, 2024, with the option to extend the PSA for two additional
one-year terms.
Due to the unprecedented recent winter storms on December 27, 2022 and February 21,
2023 that were declared an emergency by the State of California, the need for
environmental cleanup services has been greater than expected for FY 2022-23.
Additionally, a recent significant sanitary sewer overflow also increased the need for
services. Based on these events, the City Council authorization of u p to $50,000 per year
under the current agreement is insufficient and additional authorization, on a retroactive
basis, is needed. Staff also recommends increasing future contract authorization to
reduce the likelihood of retroactive amendments in the future.
Staff negotiated an amendment to the current PSA with Ocean Blue to retroactively
include the emergency storm response and sanitary sewer overflow services, increas ing
the annual authorization up to $130,000, the total compensation to up to $390,000 plus
15% contingency, and extend the term by two years to June 30, 2026 with no increase to
rates during that period. (Attachment C)
As part of the effort to extend the term to June 30, 2026; Staff solicited rates from three
vendors known to provide environmental cleanup/abatement and related services. Based
on a sample of typical services over the past several months, Ocean Blue’s quote was
the lowest. For many years, Staff has worked with Ocean Blue, which is very familiar with
the City’s particular environmental spill work. Ocean Blue has demonstrated the
responsiveness and proficiency needed to perform the requisite services.
The services required for FY 2022-23 exceeded the budgeted amount due to the historic
winter storms and an unusually high number of sewer overflows. However, an additional
appropriation is not needed because there is unspent budget in other accounts that can
be transferred to this account. Staff recommends the City Council affirm a budget transfer
of $68,302 from various unspent budget accounts.
For future years, the agreement is based on a high-usage estimate of the services needed
and the City only pays for the services used, which could be well below the contract
authorization. The estimated expenditure for FY 2023-24 assumes a more normal usage
rate at $85,000.
FY 2022-23 Account Number(s): 101-400-3130-5201 - $46,000
(General Fund – Storm Water Quality – Repair Maint.)
101-400-3160-5201 - $42,000
(General Fund – Sewer Maintenance/Repair Services)
225-400-0000-5201 - $27,000
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(Abalone Cove Sewer District – Repair Services)
101-400-4140-5101 - $20,000
(General Fund – Code Enforcement/Prof. Tech Services)
FY 2023-24 Account Number(s): 101-400-3130-5201 - $10,000
(General Fund – Storm Water Quality – Repair Maint.)
101-400-3160-5201 - $40,000
(General Fund – Sewer Maintenance/Repair Services)
225-400-0000-5201 - $15,000
(Abalone Cove Sewer District – Repair Services)
101-400-4140-5101 - $20,000
(General Fund – Code Enforcement/Prof. Tech Services)
Janitorial and Custodial Services – Valley Maintenance
The services covered by this agreement include facility custodial services which include
sweeping, mopping, disinfecting, vacuuming floors, cleaning restrooms, restocking
supplies, and removing waste.
On August 1, 2020, the City entered into a PSA with Valley Maintenance Inc. to provide
custodial services at City facilities for a three-year term. The PSA provides for three
optional one-year extensions. To reduce the amount of administrative work associated
with three separate extensions, Staff recommends amending the PSA with one extension
of three years, which the City may cancel at any time by providing a 30-day notice.
Staff negotiated an amendment with Valley Maintenance to continue to provide custodial
services, increasing the annual authorization up to $100,000, the total compensation up
to $300,000 plus 15% contingency, and extending the term by three years to June 30,
2026 (Attachment D)
The estimated expenditure for FY 23-24 is $100,000.
FY 2023-24 Account Number(s): 101-400-3140-5101 - $100,000
(General Fund – Storm Water Quality – Repair Maint.)
Landscape and Lighting Maintenance District Administration – Harris & Associates
The services covered by this agreement include administration and reporting for the City’s
Landscape and Lighting Maintenance District (LLMD), including preparation of an
Engineer’s Report.
Over the past several years, the Public Works Department has entered into annual
agreements with Harris & Associates (Harris) for preparation and filing of an Engineer’s
Report, which is required for the City’s LLMD to continue to exist, even of no charge is
levied.
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Staff recently discovered that the work Harris performed on the FY 21-22 Engineer’s
Report was erroneously paid from contract authorization intended for preparation o f the
FY 22-23 Engineer’s Report. The staff oversight occurred because the Engineer’s Report
extends from one fiscal year into another. Therefore, retroactive contract authorization,
for which funding is already available in the amount of $5,125 is needed to pay Harris for
work it performed in good faith so the City meets report filing deadlines.
Additionally, Staff recommends continuing to contract with Harris for LLMD administration
and reporting as it is knowledgeable in the details of the City’s LLMD and can carry out
the services efficiently.
Staff negotiated an amendment with Harris to continue to provide LLMD administrative
and reporting services, increasing the compensation by up to $15,805 for a total of up to
$25,905 plus 15% contingency and extending the term by one year to September 30,
2024. (Attachment E)
The estimated expenditure for FY 2022-23 is $13,000 and the estimated expenditure for
FY 2023-24 is $10,605.
FY 2022-23 Account Number(s): 101-400-3110-5101 - $13,000
(General Fund – PW Admin. – Professional Technical)
FY 2023-24 Account Number(s): 101-400-3110-5101 - $10,605
(General Fund – PW Admin. – Professional Technical)
Public Works Maintenance Services – Hardy & Harper
The services covered by this agreement include general public works maintenance such
as pavement and sidewalk maintenance and repairs, sign replacement, curb painting,
sewer repair, fence repair, special event assistance, storm response, and other public
works maintenance services.
The existing agreement for these services expires on June 30, 2023.
Staff issued a request for proposals (RFP) for these services on May 2, 2023 through the
PlanetBids online solicitation portal. One proposal was received by the deadline of May
23, 2023, which was from the City’s current provider Hardy and Harper, Inc. (H&H). Staff
reviewed H&H’s qualifications and determined that it met minimum qualifications.
Staff negotiated a PSA with H&H to provide general public works maintenance services
with an annual authorization of up to $392,290 for the first year, increasing by inflation
annually not to exceed 5%, for a total authorization of up to $2,167,651 plus 15%
contingency for a five-year term (Attachment F).
The agreement is based on an estimate of the services needed and the City only pays
for the services used, which could be below the contract authorization. The estimated
expenditure for FY 2023-24 is $393,000 and is included in the FY 2023-24 budget.
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FY 2023-24 Account Number(s): 101-400-3150-5201 - $25,000
(General Fund – Trails & Open Space – Repair & Maint.)
101-400-3151-5201 - $36,000
(General Fund – Parks Maint.– Repair & Maint.)
202-400-3170-5201 - $260,000
(Gas Tax – Street Pavement Maint.– Repair & Maint.)
202-400-3180-5201 - $72,000
(Gas Tax – Street Landscape Maint.– Repair & Maint.)
Right-of-Way Permitting and Review – Interwest
The services covered by this agreement include encroachment permit and development
plan review, wireless communications permit support, and related services.
The existing agreement for these services expires on June 30, 2023.
Staff issued an RFP for these services on April 12, 2023 through the PlanetBids online
solicitation portal. No responsive proposals were received by the deadline of May 3, 2023.
Staff then reached out to the City’s current provider , Interwest, Consulting Group, Inc.
(Interwest), which had misinterpreted the RFP and did not originally submit a proposal.
After clarification from Staff, Interwest submitted a proposal, which Staff evaluated and
determined met minimum qualifications.
Staff negotiated a PSA with Interwest to provide encroachment permit and wireless
communications support services with an authorization of up to $308,880 plus 15%
contingency for a one year-term (Attachment G).
The agreement is only a mechanism for Staff to obtain services and any cost associated
with the use of this PSA will be funded by the specific permit application fee or operating
budget. It is important to note that the services in this agreement can also be provided
through agreements with other vendors, which is intended to create a backup system, but
not duplicative services. As a result, this and other similar agreements will not all be fully
utilized. The current budgeted amount for these permitting services is $140,000; however,
this amount could increase based on the number of permit applications and associated
permit fees.
FY 2023-24 Account Number(s): 101-400-3110-5101 - $140,000
(General Fund – PW Admin. – Professional/Technical)
Right-of-Way Permitting, Review, Inspection, and Other Services – Sunbeam Consulting
The services covered by this agreement include right-of-way permitting, review,
administration, inspection, and other public works services.
The existing agreement for these services expires on June 30, 2023.
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Staff issued an RFP for these services on April 4, 2023 through the PlanetBids online
solicitation portal. One proposal was received by the deadline of April 20, 2023, which
was from the City’s current provider, Sunbeam Consulting (Sunbeam). Staff reviewed
Sunbeam’s qualifications and determined that it met minimum qualifications.
Staff negotiated a PSA with Sunbeam to provide right -of-way permitting, review,
administration, inspection and other public works services with an annual authorization of
up to $571,782 for the first year, increasing by inflation annually not to exceed 5%, for a
total authorization of up to $3,159,456 plus 15% contingency for a five -year term
(Attachment H).
The agreement is only a mechanism for Staff to obtain services and any cost associated
with the use of this PSA will be defined in individual task orders and funded by the specific
permit application fee or operating budget. It is important to note that the services in this
agreement can also be provided through agreements with other vendors, which is
intended to create a backup system, but not duplicative services. As a result, this and
other similar agreements will not all be fully utilized. The current b udgeted amount for
these permitting services is $70,000; however, this amount could increase based on the
number of permit applications and associated permit fees or department needs.
FY 2023-24 Account Number(s): 101-400-3110-5101 - $70,000
(General Fund – PW Admin. – Professional/Technical)
Solid Waste Management Consulting Services – MSW Consultants
The services covered by this agreement include solid waste management consulting and
administrative services, report preparation, grant applications, and other related services
to meet the various complex solid waste regulatory requirements.
The existing agreement for these services expires on June 30, 2023.
Staff issued an RFP for these services on March 28, 2023 through the PlanetBids online
solicitation portal. Four proposals were received by the deadline of April 28, 2023, all of
which met minimum requirements. The proposals were evaluated according to the
scoring criteria specified in the RFP.
MSW Consultants received the highest score of the four proposals. Accordingly, Staff
negotiated a PSA with MSW Consultants to provide solid waste consulting and associated
services for up to $379,090 plus 15% contingency for a three-year term with an optional
additional three-year extension (Attachment I).
The agreement is based on an estimate of the services needed and the City only pays
for the services used, which could be below the contract authorization. The estimated
expenditure for FY 2023-24 is $109,140 and is included in the FY 2023-24 budget.
FY 2023-24 Account Number(s): 213-400-0000-5101 - $148,000
(Waste Reduction – Professional/Technical)
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Streetlight Maintenance Services – Yunex
The services covered by this agreement are maintenance of the City’s approximately
1,800 streetlights including LED replacements, troubleshooting, repair of outages,
upgrades, biannual nighttime inspections, and streetlight knockdowns repairs .
The existing agreement for these services expires on June 30, 2023.
Staff issued an RFP for these services on March 29, 2023 through the PlanetBids online
solicitation portal. Four proposals were received by the deadline of April 20, 2023, all of
which met minimum requirements. The proposals were evaluated according to the
scoring criteria specified in the RFP.
Yunex, LLC (Yunex) received the highest score of the four proposals. Accordingly, Staff
negotiated a PSA with Yunex to provide streetlight maintenance and associated services
for up to $195,000 plus 15% contingency for a three-year term with an optional additional
three-year extension (Attachment J).
The agreement is based on an estimate of the services needed and the City only pays
for the services used, which could be below the contract authorization. The estimated
expenditure for FY 2023-24 is $65,000 and is included in the FY 2023-24 budget.
FY 2023-24 Account Number(s): 211-400-0000-5201 - $65,000
(1911 Act Street Lighting– Repair & Maintenance)
Street Sweeping – Sweeping Corporation of America (SCA) of California
The services covered by this agreement include street sweeping and bus shelter cleaning
services, not only for aesthetic purposes, but also as a best management practice for
pollution prevention by reducing dust, sediment, and other debris in the City’s roadways;
which helps fulfill the City’s stormwater quality regulatory requirements.
The existing agreement for these services expires on June 30, 2023.
Staff issued an RFP for these services on March 13, 2023 through the PlanetBids online
solicitation portal. One proposal was received by the deadline of April 14, 2023, which
was from the City’s current provider Sweeping Corporation of America (SCA) of California
(SCA). Staff reviewed SCA’s qualifications and determined that it met minimum
qualifications.
Staff negotiated a PSA with SCA to provide street sweeping and associated services with
an annual authorization of up to $455,128 for the first year, increasing by inflation annually
not to exceed 5%, for a total authorization of up to $1,434,791 plus 15% contingency for
a three-year term with an optional additional three-year extension (Attachment K).
As with the current agreement, Staff recommends assigning administration of street
sweeping services to EDCO Disposal Corporation (EDCO) as per the City’s current
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agreement with EDCO. There will be no additional charge for EDCO’s administration of
this agreement.
The estimated expenditure for FY 2023-24 is $455,128 and is included in the FY 2023-
24 budget.
FY 2023-24 Account Number(s): 202-400-3170-5201 (SB-1) - $437,900
(Gas Tax/SB-1– Street Pavement Maintenance)
343-400-3130-5201 - $53,100
(Measure W –Storm Water Quality – Maintenance)
Traffic Signal Maintenance – Yunex
The services covered by this agreement include maintenance of the City’s 17 traffic
signals, five flashing beacons, and two pedestrian activated signalized crossings.
Services include routine monthly inspection, repair of signal malfunctions, replacement of
damaged components, replacement of illuminated street name signs, and emergency
response as needed.
The existing agreement for these services expires on June 30, 2023.
Staff issued an RFP for these services on April 5, 2023 through the PlanetBids online
solicitation portal. Three proposals were received by the deadline of April 28, 2023, all of
which met minimum requirements. The proposals were evaluated according to the
scoring criteria specified in the RFP. The evaluation panel concluded that the proposals
from Econolite Systems and Yunex received the same scores. Staff compared the fee
proposals from both firms and found Yunex’s fee to be substantially lower. Accordingly,
Staff negotiated a PSA with Yunex to provide traffic signal maintenance and associated
services for up to $420,000 plus 15% contingency for a three-year term with an optional
additional three-year extension (Attachment L).
The agreement is based on an estimate of the services needed and the City only pa ys
for the services used, which could be below the contract authorization. The estimated
expenditure for FY 2023-24 is $90,000 and is included in the FY 2023-24 budget.
FY 2023-24 Account Number(s): 211-400-0000-5201 - $90,000
(1911 Act Street Lighting– Repair & Maintenance)
Water Quality Monitoring and Reporting – Geosyntec
The services covered by this agreement include stormwater quality monitoring, testing,
reporting, and associated services for compliance with state and federal water quality
regulations.
On June 1, 2021, the City entered into a PSA with Geosyntec Consultants, Inc.
(Geosyntec) for water quality monitoring, testing, and reporting services. The PSA was
for a sum of $969,68 with a term ending on May 31, 2024, with the option to extend the
PSA for one additional year.
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Stormwater regulatory requirements evolve over time, and Staff continuously works with
consultants to interpret changes and remain in compliance. During FY 2022 -23, additional
services were needed that were not included in the original PSA. Initially, Staff was
working with Geosyntec to address those changes through a change order; however, it
later became apparent that the scope and cost of the changes exceeded that of a change
order. Staff then began working with Geosyntec on a contract amendment. In the interim,
to avoid falling out of compliance and risk significant ramifications and potentially severe
financial penalties, Geosyntec performed services in good faith. This amendment
retroactively incorporates the additional scope for FY 2022-23, increasing the
compensation for FY 2022-23 by $101,876; and updating the PSA to capture changes for
FY 2023-24, increasing the compensation for FY 2023-24 by $70,640 for a new total
contract sum of up to $1,142,209 plus 15% contingency (Attachment M).
The services required for FY 2022-23 exceeded the budgeted amount due to the evolving
stormwater quality regulatory requirements. However, an additional appropriation is not
needed because there is unspent budget in other accounts that can be transferred to thi s
account. Staff recommends the City Council affirm a budget transfer of $101,876 from
various unspent budget accounts.
FY 2022-23 Account Number(s): 101-400-3130-5101 - $101,876
(General Fund – Storm Water Quality –
Professional/Technical)
FY 2022-23 Account Number(s): 343-400-3130-5101 - $168,882
(Measure W – Storm Water Quality –
Professional/Technical)
FY 2023-24 Account Number(s): 101-400-3130-5101 - $162,400
(General Fund – Storm Water Quality –
Professional/Technical)
FY 2023-24 Account Number(s): 343-400-3130-5101 - $69,600
(Measure W – Storm Water Quality –
Professional/Technical)
CONCLUSION:
Staff recommends the City Council award the attached professional services agreements
and amendments, and affirm budget transfers for various public works services.
ALTERNATIVES:
In addition to Staff recommendation, the following alternative actions are available for the
City Council’s consideration:
13
1. Do not award certain professional services agreements and/or amendments and
direct Staff to re-solicit proposals for those services. Not awarding professional
services agreement at this time may lead to an interruption of services;
2. Take other action, as deemed appropriate.
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PROFESSIONAL SERVICES AGREEMENT
By and Between
CITY OF RANCHO PALOS VERDES
ALL CITY MANAGEMENT SERVICES, INC.
01203.0006/8977971 1
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AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF RANCHO PALOS VERDES AND
ALL CITY MANAGEMENT SERVICES, INC.
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 ALL CITY MANAGEMENT SERVICES,
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) Publi c Wo rk . 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) Prevailin g Wa ges . 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) Pen aJty fo r Failure to Pay Prev aili ng 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, forfejt $200 (two hundred dollars) for each calendar day or portion thereof for each worker paid less than the prevailing rates as detennined 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 I 776 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 payrol I records available for inspection as provided by Section 1776; and infonn 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 occupation s. Prior to commencing work under this Agreement, Consultant shall provide City with a copy of the infonnation submitted to any applicable apprenticeshjp program. Within 60 (sixty) days after concluding work pursuant to this Agreement, Consultant and each of its subconsultants shall s ubmit 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. T he 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 I A1ticJe 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 (fo1ty) hours during any one week shall be pennitted upon public work upon compensation for all hours worked in excess of 8 hours per day at not less than one and 1 ½ (one and one half) times the basic rate of pay.
(h) Workers Compensation. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees if it has employees. ln accordance with the provisions of California Labor Code Section I 86 I , 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 l 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 ofup to 15% (fifteen percent)
of the Contract Sum; or, in the time to perform ofup 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 Exh ibi t "B and any
other provisions of this Agreement, the provisions of Exhib it 'B' shall govern.
01203 0006/897797 I 5
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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 $129,865 (One Hundred Twenty Nine Thousand Eight
Hundred Sixty Five 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.
01203 ,0006/897797.l 6
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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.
ARTICLE3. PERFORMANCESCHEDULE
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 July 3 I,
2024, except as otherwise provided in the Schedule of Performance (Ex hibit 'D ). The City may,
in its discretion, extend the Term by two (2) additional one-year terms.
ARTICLE 4. COORDINATION OF WORK
4.1 Representatives and Personnel of Consultant.
The following principals of Consultant ("Principals") are hereby designated as being the
principals and representatives of Consultant authorized to act in its behalf with respect to the
work specified herein and make all decisions in connection therewith:
Claudia Than
(Name)
Kim Brooks
(Name)
Contract Admini s trator
(Title)
National Operations Manager
(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 Ramzi Awwad, Director of Public Works, or such person
as the Director may designate. 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
0!203.0006/897797 1 10
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approved by City's Risk Manager prior to commencement of performance. Current certification
of insurance shall be kept on file with City at all times during the term of this Agreement. City
reserves the right to require complete, certified copies of all required insurance policies, at any
time.
(b) Duration of coverage. Consultant shall procure and maintain for the
duration of this Agreement insurance against claims for injuries to persons or damages to
property, which may arise from or in connection with the performance of the Services hereunder
by Consultant, its agents, representatives, employees or subconsultants.
( c) Primary/noncontributing. Coverage provided by Consultant shall be
primary and any insurance or self-insurance procured or maintained by City shall not be required
to contribute with it. The limits of insurance required herein may be satisfied by a combination
of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or
be endorsed to contain a provision that such coverage shall also apply on a primary and non-
contributory basis for the benefit of City before the City's own insurance or self-insurance shall
be called upon to protect it as a named insured.
( d) City s rights of enforcement. In the event any policy of insurance required
under this Agreement does not comply with these specifications or is canceled and not replaced,
City has the right but not the duty to obtain and continuously maintain the insurance it deems
necessary and any premium paid by City will be promptly reimbursed by Consultant or City will
withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City
may cancel this Agreement.
( e) Acceptable insurers. All insurance policies shall be issued by an insurance
company currently authorized by the Insurance Commissioner to transact business of insurance
or that is on the List of Approved Surplus Line Insurers in the State of California, with an
assigned policyholders' Rating of A-(or higher) and Financial Size Category Class VI (or larger)
in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by
the City's Risk Manager.
(f) Waiver of subrogation. All insurance coverage maintained or procured
pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or
appointed officers, agents, officials, employees and volunteers or shall specifically allow
Consultant or others providing insurance evidence in compliance with these specifications to
waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery
against City, and shall require similar written express waivers and insurance clauses from each of
its subconsultants.
(g) Enforcement of contract prov1s10ns (non-estoppel). Consultant
acknowledges and agrees that any actual or alleged failure on the part of the City to inform
Consultant of non-compliance with any requirement imposes no additional obligations on the
City nor does it waive any rights hereunder.
(h) Requiremen ts not limiting. Requirements of specific coverage features or
limits contained in this section are not intended as a limitation on coverage, limits or other
0 l 203 .0006/897797 I 11
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requirements, or a waiver of any coverage normally provided by any insurance. Specific
reference to a given coverage feature is for purposes of clarification only as it pertains to a given
issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other
coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums
shown above, the City requires and shall be entitled to coverage for the higher limits maintained
by the Consultant. Any available insurance proceeds in excess of the specified minimum limits
of insurance and coverage shall be available to the City.
(i) otice 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) Addi t ional insured statu s . 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) Prohibit ion o f undi sclosed coverage limj t ations. None of the coverages
required herein will be in compliance with these requirements if they include any limiting
endorsement of any kind that has not been first submitted to City and approved of in writing.
(I) Separation of insureds. A severability of interests provision must apply for
all additional insureds ensuring that Consultant's insurance shall apply separately to each insured
against whom claim is made or suit is brought, except with respect to the insurer's limits of
liability. The policy(ies) shall not contain any cross-liability exclusions.
(m) Pass through clau se. 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 revi se specificat ions . The City reserves the right at any
time during the term of the contract to change the amounts and types of insurance required by
giving the Consultant 90 (ninety) days advance written notice of such change. If such change
results in substantial additional cost to the Consultant, the City and Consultant may renegotiate
Consultant's compensation.
(o) Self-insured retentions. Any self-insured retentions must be declared to
and approved by City. City reserves the right to require that self-insured retentions be eliminated,
lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these
specifications unless approved by City.
01203.0006/897797 I 12
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(p) Timely notice of claims. Consultant shall give City prompt and timely
notice of claims made or suits instituted that arise out of or result from Consultant's performance
under this Agreement, and that involve or may involve coverage under any of the required
liability policies.
(q) Additional insurance. Consultant shall also procure and maintain, at its
own cost and expense, any additional kinds of insurance, which in its own judgment may be
necessary for its proper protection and prosecution of the work.
5.3 Indemnification.
To the full extent permitted by law, Consultant agrees to indemnify, defend and hold
harmless the City, its officers, employees and agents ("Indemnified Parties") against, and will
hold and save them and each of them harmless from, any and all actions, either judicial,
administrative, arbitration or regulatory claims, damages to persons or property, losses, costs,
penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein "claims
or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in
connection with the negligent performance of the work, operations or activities provided herein
of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or
entity for which Consultant is legally liable ("indemnitors"), or arising from Consultant's or
indemnitors' reckless or willful misconduct, or arising from Consultant's or indemnitors'
negligent performance of or failure to perform any term, provision, covenant or condition of this
Agreement, and in connection therewith:
(a) Consultant will defend any action or actions filed in connection with any
of said claims or liabilities and will pay all costs and expenses, including legal costs and
attorneys' fees incurred in connection therewith;
(b) Consultant will promptly pay any judgment rendered against the City, its
officers, agents or employees for any such claims or liabilities arising out of or in connection
with the negligent performance of or failure to perform such work, operations or activities of
Consultant hereunder; and Consultant agrees to save and hold the City, its officers , agents, and
employees harmless therefrom;
(c) In the event the City, its officers, agents or employees is made a party to
any action or proceeding filed or prosecuted against Consultant for such damages or other claims
arising out of or in connection with the negligent performance of or failure to perform the work,
operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers,
agents or employees, any and all costs and expenses incurred by the City, its officers, agents or
employees in such action or proceeding, including but not limited to, legal costs and attorneys'
fees.
Consultant shall incorporate similar indemnity agreements with its subcontractors and if
it fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and
failure of City to monitor compliance with these provisions shall not be a waiver hereof. This
indemnification includes claims or liabilities arising from any negligent or wrongful act, error or
omission, or reckless or willful misconduct of Consultant in the performance of professional
0 l 203 .0006/897797.l 13
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services hereunder. The provisions of this Section do not apply to claims or liabilities occurring
as a result of City's sole negligence or willful acts or omissions, but, to the fullest extent
permitted by law, shall apply to claims and liabilities resulting in part from City's negligence,
except that design professionals' indemnity hereunder shall be limited to claims and liabilities
arising out of the negligence, recklessness or willful misconduct of the design professional. The
indemnity obligation shall be binding on successors and assigns of Consultant and shall survive
termination of this Agreement.
ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION
6.1 Records.
Consultant shall keep, and require subcontractors to keep, such ledgers, books of
accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the
disbursements charged to City and services performed hereunder (the "books and records"), as
shall be necessary to perform the services required by this Agreement and enable the Contract
Officer to evaluate the performance of such services. Any and all such documents shall be
maintained in accordance with generally accepted accounting principles and shall be complete
and detailed. The Contract Officer shall have full and free access to such books and records at all
times during normal business hours of City, including the right to inspect, copy, audit and make
records and transcripts from such records. Such records shall be maintained for a period of three
(3) years following completion of the services hereunder, and the City shall have access to such
records in the event any audit is required. In the event of dissolution of Consultant's business,
custody of the books and records may be given to City, and access shall be provided by
Consultant's successor in interest. Notwithstanding the above, the Consultant shall fully
cooperate with the City in providing access to the books and records if a public records request is
made and disclosure is required by law including but not limited to the California Public Records
Act.
6.2 Reports.
Consultant shall periodically prepare and submit to the Contract Officer such reports
concerning the performance of the services required by this Agreement as the Contract Officer
shall require. Consultant hereby acknowledges that the City is greatly concerned about the cost
of work and services to be performed pursuant to this Agreement. For this reason, Consultant
agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that
may or will materially increase or decrease the cost of the work or services contemplated herein
or, if Consultant is providing design services, the cost of the project being designed, Consultant
shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the
estimated increased or decreased cost related thereto and, if Consultant is providing design
services, the estimated increased or decreased cost estimate for the project being designed.
6.3 Ownership of Documents.
All drawings , specifications, maps, designs, photographs, studies, surveys, data, notes,
computer files, reports, records, documents and other materials (the "documents and materials")
prepared by Consultant, its employees, subcontractors and agents in the performance of this
01203 0006/897797.1 14
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Agreement shall be the property of City and shall be delivered to City upon request of the
Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim
for further employment or additional compensation as a result of the exercise by City of its full
rights of ownership use , reuse, or assignment of the documents and materials hereunder. Any
use, reuse or assignment of such completed documents for other projects and/or use of
uncompleted documents without specific written authorization by the Consultant will be at the
City's sole risk and without liability to Consultant, and Consultant's guarantee and warranties
shall not extend to such use, reuse or assignment. Consultant may retain copies of such
documents for its own use. Consultant shall have the right to use the concepts embodied therein.
All subcontractors shall provide for assignment to City of any documents or materials prepared
by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify
City for all damages resulting therefrom. Moreover, Consultant with respect to any documents
and materials that may qualify as "works made for hire" as defined in 17 U.S.C. § 101, such
documents and materials are hereby deemed "works made for hire" for the City.
6.4 Confidential:ity and Release oflnformation.
(a) All information gained or work product produced by Consultant in
performance of this Agreement shall be considered confidential, unless such information is in the
public domain or already known to Consultant. Consultant shall not release or disclose any such
information or work product to persons or entities other than City without prior written
authorization from the Contract Officer.
(b) Consultant, its officers, employees, agents or subcontractors, shall not,
without prior written authorization from the Contract Officer or unless requested by the City
Attorney, voluntarily provide documents, declarations, letters of support, testimony at
depositions , response to interrogatories or other information concerning the work performed
under this Agreement. Response to a subpoena or court order shall not be considered "voluntary"
provided Consultant gives City notice of such court order or subpoena.
( c) If Consultant, or any officer, employee, agent or subcontractor of
Consultant, provides any information or work product in violation of this Agreement, then City
shall have the right to reimbursement and indemnity from Consultant for any damages, costs and
fees, including attorney's fees, caused by or incurred as a result of Consultant's conduct.
( d) Consultant shall promptly notify City should Consultant, its officers,
employees , agents or subcontractors be served with any summons , complaint, subpoena, notice
of deposition, request for documents, interrogatories, request for admissions or other discovery
request, court order or subpoena from any party regarding this Agreement and the work
performed there under. City retains the right, but has no obligation, to represent Consultant or be
present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully
with City and to provide City with the opportunity to review any response to discovery requests
provided by Consultant. However, this right to review any such response does not imply or mean
the right by City to control , direct, or rewrite said response.
01203 0006/897797.1 15
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ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION
7.1 California Law.
This Agreement shall be interpreted, construed and governed both as to validity and to
performance of the parties in accordance with the laws of the State of California. Legal actions
concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be
instituted in the Superior Court of the County of Los Angeles, State of California, or any other
appropriate court in such county, and Consultant covenants and agrees to submit to the personal
jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District
Court, venue shall lie exclusively in the Central District of California, in the County of Los
Angeles, State of California.
7.2 Disputes; Default.
In the event that Consultant is in default under the terms of this Agreement, the City shall
not have any obligation or duty to continue compensating Consultant for any work performed
after the ~fate 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
01203 0006/897797.1 16
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provision or a waiver of any subsequent breach or violation of any provision of this Agreement.
Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of
the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by
a non-defaulting party on any default shall impair such right or remedy or be construed as a
waiver. Any waiver by either party of any default must be in writing and shall not be a waiver of
any other default concerning the same or any other provision of this Agreement.
7.5 Rights and Remedies are Cumulative.
Except with respect to rights and remedies expressly declared to be exclusive in this
Agreement, the rights and remedies of the parties are cumulative and the exercise by either party
of one or more of such rights or remedies shall not preclude the exercise by it, at the same or
different times, of any other rights or remedies for the same default or any other default by the
other party.
7 .6 Legal Action.
In addition to any other rights or remedies, either party may take legal action, in law or in
equity, to cure, correct or remedy any default, to recover damages for any default, to compel
specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain
any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary
provision herein, Consultant shall file a statutory claim pursuant to Government Code Sections
905 et seq. and 910 et seq., in order to pursue a legal action under this Agreement.
7.7 Termination Prior to Expiration of Term.
This Section shall govern any termination of this Contract except as specifically provided
in the following Section for termination for cause. The City reserves the right to terminate this
Contract at any time, with or without cause, upon thirty (30) days' written notice to Consultant,
except that where termination is due to the fault of the Consultant, the period of notice may be
such shorter time as may be determined by the Contract Officer. Upon receipt of any notice of
termination, Consultant shall immediately cease all services hereunder except such as may be
specifically approved by the Contract Officer. Consultant shall be entitled to compensation for
all services rendered prior to the effective date of the notice of termination and for any services
authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation
or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the
event of termination without cause pursuant to this Section, the City need not provide the
Consultant with the opportunity to cure pursuant to Section 7.2.
7.8 Termination for Default of Party.
If termination is due to the failure of the other Party to fulfill its obligations under this
Agreement:
(a) City may, after compliance with the provisions of Section 7.2, take over the work
and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable
to the extent that the total cost for completion of the services required hereunder exceeds the
01203 0006/897797 .1 17
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compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate
such damages), and City may withhold any payments to the Consultant for the purpose of set-off
or partial payment of the amounts owed the City as previously stated.
(b) Consultant may, after compliance with the provisions of Section 7.2, terminate the
Agreement upon written notice to the City's Contract Officer. Consultant shall be entitled to
payment for all work performed up to the date of termination.
7.9 Attorneys ' Fees.
If either party to this Agreement is required to initiate or defend or made a party to any
action or proceeding in any way connected with this Agreement, the prevailing party in such
action or proceeding, in addition to any other relief which may be granted, whether legal or
equitable, shall be entitled to reasonable attorney 's fees. Attorney's fees shall include attorney's
fees on any appeal, and in addition a party entitled to attorney's fees shall be entitled to all other
reasonable costs for investigating such action, taking depositions and discovery and all other
necessary costs the court allows which are incurred in such litigation. All such fees shall be
deemed to have accrued on commencement of such action and shall be enforceable whether or
not such action is prosecuted to judgment.
ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
8.1 Non-liability of City Officers and Employees.
No officer or employee of the City shall be personally liable to the Consultant, or any
successor in interest, in the event of any default or breach by the City or for any amount which
may become due to the Consultant or to its successor, or for breach of any obligation of the
terms of this Agreement.
8.2 Conflict of Interest.
Consultant covenants that neither it, nor any officer or principal of its firm, has or shall
acquire any interest, directly or indirectly, which would conflict in any manner with the interests
of City or which would in any way hinder Consultant's performance of services under this
Agreement. Consultant further covenants that in the performance of this Agreement, no person
having any such interest shall be employed by it as an officer, employee, agent or subcontractor
without the express written consent of the Contract Officer. Consultant agrees to at all times
avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City
in the performance of this Agreement.
No officer or employee of the City shall have any financial interest, direct or indirect, in
this Agreement nor shall any such officer or employee participate in any decision relating to the
Agreement which affects her/his financial interest or the financial interest of any corporation,
partnership or association in which (s)he is, directly or indirectly, interested, in violation of any
State statute or regulation. The Consultant warrants that it has not paid or given and will not pay
or give any third party any money or other consideration for obtaining this Agreement.
01203 .0006/897797 .1 18
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8.3 Covenant Against Discrimination.
Consultant covenants that, by and for itself, its heirs, executors assigns and all persons claiming under or through them, that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed religion sex gender, sexual
orientation, marital status national origin ancestry or other protected class in the perfonnance of this Agreement. Consultant shall take affinnative 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.
Con sultant hereby promises and agrees to comply with all of the provisions of the Federal lmmigration 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 perfonnance 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 pa,ty by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply.
9.3 Counterparts.
This Agreement may be executed in counterparts each of which shall be deemed to be an original and such counterparts shall constitute one and the same instrument.
01203 .0006/897797, l 19
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9.4 Integration; Amendment.
This Agreement including the attachments hereto is the entire complete and exclusive
express ion 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 cancel s
any and aU previous negotiations, arrangements, agreements and understandings, if any between
the parties and none shall be used to interpret thi s 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 SeverabiUtv.
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 unenforceabiJity shall
not affect any of the remaining phrases sentences clauses paragraphs or sections of this
Agreement which are hereby declared as severable and hall be interpreted to can-y out the intent
of the parties hereunder unless the invalid provision is so material that its invaJidity 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
an y corporation, paitnership 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 tate or municipal statute or regulation. The determination of
financial interest shall be consistent with tate law and shall not include interests found to be
'remote or 'noninterests pursuant to Go vernment Code Sections I 091 or J 091.5. 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)
omi ssion(s) or other conduct or collusion that would result in the payment of any money
con sideration or other thing of value to any third party including, but not limited to any City
official officer or employee as a re sult 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 ---
01203 0006/897797.1
20
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9.7 Corporate Authority.
The persons executing this Agreement on behalf of the parties hereto wan-ant 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 fonnally bound to the provisions of this Agreement and (iv) that entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. This Agreement shall be binding upon the heirs, executors administrators, successors and assigns of the parties.
[SIGNATURES ON FOLLOWING PAGE]
01203 0006/897797 .1 21
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year fi rst-above written.
ATTEST:
Teresa Takaoka, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
William W. Wynder, City Attorney
CITY:
CITY OF RAN CHO PALOS VERDES, a municipal corporati-on
Barbara Ferraro, Mayor
CONSULTANT:
ALL CITY MANAGEMENT SERVICES, INC., a California corporation ~
Title: Owner/President
Address: 10440 Pioneer Blvd Suite 5, Santa F e Springs, CA 90670
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 REGULA TIO NS APPLICABLE TO CONSULT ANT'S BUSINESS ENTITY.
0 l203 ,0006/897797 . l 22
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CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed
the document to which this certificate is attached and not the truthfulness, accuracy or validity of that document.
ST ATE 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 instru ment.
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: ______________
_
OPTIO AL 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 fonn
CAPACITY CLAIMED BY SIGNER
0 INDIVIDUAL 0 CORPORA TE OFFICER
□ □ □ □ □ □
TITLE(S)
P ARTNER(S) 0 LIMITED
GENERAL
ATTORNEY-IN-FACT
TRUSTEE(S)
G UARDIAN/CONSERVATOR
OTHER -------------
SIG ER IS REPRESENTING:
(NAM E OF PERSO (S) OR ENTITY(IES))
01203 .0006/897797 . l
DESCRIPTION OF ATTACHED DOCUMENT
TITLE OR TYPE OF DOCUMENT
NUMBER OF PAGES
DATE OF DOCUMENT
SIGNER(S) OTHER THAN NAMED ABOVE
A-25
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing thi s certificate verifies only the identity of the individual who signed
the document to which this certificate is attached and not the truthfulness, accuracy or validity of that document.
ST ATE 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/sh e/they executed the same in his/her/their authorized capacity(ies), and that by
his/h er/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: ______________
_
OPTIO AL 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 fonn.
CAPACITY CLAIMED BY SIGNER
0 INDIVIDUAL 0 CORPORATE OFFICER
□ □ □ □ □ □
TITLE(S)
PARTNER(S) 0 LIMITED GENERAL
ATTORNEY-IN-FACT
TRUSTEE(S)
GUARDIAN/CONSERVATOR OTHER ___________
_
SIG ER JS REPRESE TING: (NAME OF PERSO (S) OR ENTITY(IES))
01203 0006/897797.1
DESCRIPTION OF ATTACHED DOCUMENT
TITLE OR TYPE OF DOCUM ENT
NUMBER OF PAGES
DATE OF DOCUM ENT
SIGNER(S) OTHER THAN NAMED ABOVE
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EXHIBIT "A"
SCOPE OF SERVICES
I. Consultant will perform Professional School Crossing Guard Services for the City of Rancho Palos Verdes for the 2023-2024 school year, including summer school session. Maps of the intersections and the approximate location of the Crossing Guards are attached in Exhibit A-Maps.
• Consultant shall provide personnel equipped and trained in appropriate procedures for crossing pedestrians in crosswalks. Such personnel shall be herein referred to as a Crossing Guard. Consultant is an independent contractor and the Crossing Guards to be furnished by it shall at all times be its employees and not employees of City.
• Consultant shall provide all Crossing Guards with all apparel and equipment for performance of their duties including apparel by which they are readily visible and easily recognized as Crossing Guards. Such .apparel shall be uniform for all persons perfonning the duties of Crossing Guards and shall be worn at all times while performing said duties. The apparel must be appropriate for weather conditions.
• Consultant shall provide supervisory personnel to see that Crossing Guard activities are taking place at the required place and times, and in accordance with all items of this agreement.
• Consultant shall maintain adequate reserve personnel to be able to furnish alternate Crossing Guards in the event that any person fails to report for work at the assigned time and location and agrees to provide immediate replacement.
• Consultant shall provide personnel properly trained and equipped for the perfonnance of duties of Crossing Guards. In the performance of their duties the Consultant and employees of Consultant shall conduct themselves in accordance with the conditions of this Agreement and the laws and codes of the State of California pertaining to traffic laws general pedestrian safety and school crossing areas.
• Consultant s Crossing Guards shaJI keep a daily record of all relevant information and incidents including weather conditions start and end times of services and any traffic accidents or pedestrian injuries that occur during the Services. These records sha lJ be provided to City upon request.
• Crossing Guard Services shall be provided by Consultant at such designated locations as shall be identified by City from time to time and at the designated hours on all da ys on which designated schools in the City of Rancho Palos Verdes are in session. Seven locations will have Crossing Guards. One Crossing Guard per location.
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• Each Crossing Guard will work a minimum of 3 hours per day, and in any event
will cover both peak drop off and pickup times, no matter how long the services will be
required. The typical peak times are between 7: 15 AM to 8: 15 AM, and pick up times are
typically between 2:45 PM to 3:45 PM. Coverage times are subject to change dependent
on school bell schedules and can vary from school to school.
However, Consultant shall be responsible for adjusting the hours that services are
provided based on observations of traffic patterns, and shall also stay informed of school
events, holidays, and alternate scheduling ( e.g., late-start days) that affect traffic patterns,
and adjust service hours accordingly.
• Crossing Guard services shall be provided every day that the appropriate Palos
Verdes Peninsula Unified School District (PVPUSD) and Los Angeles Unified School
District Schools are in session from mid-August 2023, to mid-July, 2024, unless
otherwise directed by City.
• Services will be provided at the following locations:
(1) Regular School Year: Dodson Middle School, Miraleste Intermediate School,
Ridgecrest Intermediate School, and Silver Spur Elementary. Services will be
provided at seven (7) total intersections as shown on the maps in Exhibit "A."
(2) Summer School Sessions: Miraleste Intermediate School. Services will be
provided at two (2) intersections as shown on the maps in Exhibit "A."
Optional Addition: At the City's sole discretion, an additional crossing guard, if
needed, may be added at a location to be determined by the City's Contract Officer.
Consultant will be notified 30 days prior to implementation. The additional crossing
guard shall be compensated at the rate in Exhibit C.
II. As part of the Services, Consultant will prepare and deliver the following tangible work
products to the City: NOT APPLICABLE
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: NOT APPLICABLE
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. Personnel will be assigned by Consultant as appropriate to staff all locations
consistent with this Agreement.
01203 .0006/897797.l A-2
A-28
EXIDBIT A -MAPS
aon1NG GUAIDS LIGEND
School Crossing Guards Map
0!203.0006/897797 I A-3
A-29
N CIOISING GUAIIII LIG .. D
1
School Crossing Guards Map
01203 .0006/897797 I A-4
A-30
l
School Crossin g Guards Map
01203 0006/897797 I A-5
A-31
EXHIBIT "B"
SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
Added text indicated in bold italics, deleted text indicated in striket hrough.
[INTENTIONALLY LEFT BLANK]
I. Subsection (c), Professional liability (errors & omissions) insurance, of Section 5.1,
Insurance Coverages, is deleted in its entirety.
01203.0006/897797. l B-1
A-32
EXHIBIT "C"
SCHEDULE OF COMPENSATION
I. Consultant shall perform the following Services at the following rates for the 2023-2024 period, including the 2024 summer session. The rates are inclusive of all equipment, materials, licen ses and n·ainin g necess ary to perform the Services. Consultant will only be paid for actual days and hou rs worked, and will not be entitled to a flat weekly rate. The services are based on approximately 3,89 hours of work per school year, including summer school.
• Crossing Guards Services: $33.35/hour
• 7 Crossing Guards working 3 hours per day, is $700.35/day.
• 180 School Days at $700.35/day, is $126,063.00
• Summer school tentatively 19 days with 2 Crossing Guards, working 3 hours per day, is $3,801.90.
• Subtotal of $129,864.90
• A contingency in the amount of $19,479.74 to be used at the City's Sole Discretion.
• Total compensation shall not exceed $149,344.64.
II. 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.
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 ho url y 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.
01203 0006/897797.l C-1
A-33
V. The Consultant's billing rates for al personnel are attached as Exhibit C-1. NOT APPLICABLE
01203 0006/897797. I C-2
A-34
EXHIBIT "D
SCHEDULE OF PERFORMANCE
I. Consultant shall provide crossing guard services for the 2023-2024 school year including
summer school session .. Services shall be provided on every day that appropriate schools
are in session, unless otherwise directed by City.
A. The LAUSD 2023-24 School Year Calendars (including Summer Session/Summer
School calendars) is attached below.
B. 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:
• 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)
II. The Schedule may be revised by the Contract Officer pursuant to Section 3.2 of this
Agreement. The Contract Officer may approve extensions for performance of the services
in accordance with Section 3.2. Any further extensions require City Council approval.
0 I 203 0006/897797 1 D-1
A-35
LOS ANGELE S UN lFIED SCH OOL DISTRICT
INSTRUC TIONAL SC H OOl CALEND A R 2023 -2024
Board Approved
3/~/2023
JULY AUGUST SEPTEMBER
rMO TU WE TH FR ' MO TU WE TH FR
3 4 5 6 7 1
10 11 12 13 14 4 I
17 18 19 20 21 ll 12 13 15
24 2S 26 27 28
31
'--~
~ l9 20 22
O CTOBER NOVEMBER DECEMBER
MO TU MO TU WE FR MO u WE TH
2 3 1 3
9 10 1 8 10
16 17 17
23 24 24
31
FEBR U AR Y
MO TU
5
19
TU
1S
22
07/04/23. ............ Independence Doy
OB /1 5/23 ............. FlrslOo ol'ln st ruction
09/01/23 .•..•...•.... Admission Doy
09(04/23 ......•.••.. La b or Day
n/10/23 ......•..•.•.. Ve te rans Day Observed
Il/23 -11/ 24/ 23 . • . . • • Thanksgsving HolickJy
12/20/23 -01/05{24.. Win ter Recess
01/08/24 ......•...... Second Semester Begins
WE
1'
21
MA Y
OJ/15(24 ............. Dr. Martin L mg Jr. Birthday
First.Day/Last Day or Instruct ion
legal/Local Holidays
School Recess
Unassigned Day (no school)
Pupil Free Days•
Second Semester Begins
ln:;lrucllona l Days
TH FR
1 2
8 9
15 16
22
29
J UNE
MO TU WE T FR
7
10 11 12 13 14
17 18 19 20 21
24 25 26 27 28
02/19/24 ..... _ ...... Pres dents' Dey
03/25 -03/29.(24 ... Spring Recess
04/01/24 .... _ ....... Cesar E Chavez Bfrthday
Ob served
04/24/24 ..•....... Armenion Genocid e Doy
05/'Zl /24 . , • . . . . . • • . Memorial Doy
06/05/24 ..•........ Last Day m Instruction
05119/24 ..•••.••.••. Juneteenth Ho~day
Instructional Doys
Fall S e m~ter....... .. .. . . 82
Spring Semester. • • • . • • • . • ~
Total .................... 180
• I a school ~I-Monday. Jaruary B. 2024. as a Pup,) rree Day, then Thu-sd~. J un& 6. 2 0 24. b9<.0mM an IMUuc:tiOnal D~.
01203 .0006/897797. l D-2
AMENDMENT NO. 1
TO AGREEMENT FOR PROFESSIONAL SERVICES
THIS AMENDMENT TO THE AGREEMENT FOR PROFESSIONAL SERVICES
(“Amendment No. 1”) by and between the CITY OF RANCHO PALOS VERDES (“City”) and
OCEAN BLUE ENVIRONMENTAL SERVICES, INC., a California corporation
(“Consultant”) is effective as of ____________, 2023.
RECITALS
A. City and Consultant entered into that certain Agreement for Professional Services
dated May 17, 2022 (“Agreement”) whereby Consultant agreed to provide city-wide
environmental cleanup services for an initial Term expiring June 30, 2024, for a Contract Sum of
$142,081.83. The Contract Sum included $42,081.83 for emergency work performed. Annual
compensation was not to exceed $50,000.
B. The fully executed version of the Agreement states that the total Contract Sum is
$192,081.83, as an earlier version was routed for signature in error. This Amendment shall reflect
the updates Contract Sum based on the correct original amount approved by the City Council of
$142,081.83, and thereby correct the error in the executed Agreement.
C. Section 3.4 of the Agreement allows the Term to be extended by two additional 1-
year terms, expiring June 30, 2026.
D. City has used Consultant’s services much more than originally intended due to the
unusually stormy weather the City has been experiencing over the last several months. City staff
anticipates this increased volume of service will be necessary over the next few years.
E. Therefore, City and Consultant desire to exercise both 1-year options, extending
the Term of the Agreement for 2 additional years, expiring June 30, 2026, and increase
compensation by $390,000 for a total Contract Sum of $532,081.83 with an annual not to exceed
amount of $130,000.
TERMS
1. Contract Changes. The Agreement is amended as provided herein. Deleted text is
indicated in strikethrough and added text in bold italics.
a. Section 2.1, Contract Sum, is amended to read:
“Subject to any limitations set forth in this Agreement, City agrees to pay
Consultant the amounts specified in the “Schedule of Compensation” attached
hereto as Exhibit “C” and incorporated herein by this reference. The total
compensation, including reimbursement for actual expenses, shall not exceed
$192,081.83 (One Hundred Ninety Two Thousand Eighty One Dollars and Eighty
Three Cents) $532,081.83 (Five Hundred Thirty Two Thousand Eighty One
Dollars and Eighty Three Cents) (the “Contract Sum”), which includes $42,081.83
(Forty Two Thousand Eighty One Dollars and Eighty Three Cents) for
emergency work performed pursuant to Exhibit A-1, unless additional
C-1
01203.0006/871531.2 -2-
compensation is approved pursuant to Section 1.9. Annual compensation shall not
exceed $50,000 (Fifty Thousand Dollars) $130,000 (One Hundred Thirty
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, 20242026, except as otherwise provided in the
Schedule of Performance (Exhibit “D”). The City may, in its discretion, extend the
Term by two additional 1-year terms.”
c. Section V. of Exhibit “C”, Schedule of Compensation, is amended to
read:
“Consultant’s billing rates for all personnel for the period of May 17, 2022
through June 30, 2023 are attached as Exhibit C-2, and incorporated by reference.
Consultant’s billing rates for all personnel for the period of July 1, 2023 through
June 30, 2024 are attached as Exhibit C-3. Consultant’s billing rates for all
personnel for the period of July 1, 2024 through June 30, 2025 are attached as
Exhibit C-4. Consultant’s billing rates for all personnel for the period of July 1,
2025 through June 30, 2026 are attached as Exhibit C-5.”
d. Exhibit “C-3”, attached hereto and incorporated herein, is added to
Exhibit “C”, Schedule of Compensation.
e. Exhibit “C-4”, attached hereto and incorporated herein, is added to
Exhibit “C”, Schedule of Compensation.
f. Exhibit “C-5”, attached hereto and incorporated herein, is added to
Exhibit “C”, Schedule of Compensation.
2. Continuing Effect of Agreement. Except as amended by this Amendment No. 1,
all provisions of the Agreement shall remain unchanged and in full force and effect. From and
after the date of this Amendment No. 1, whenever the term “Agreement” appears in the Agreement,
it shall mean the Agreement, as amended by this Amendment No. 1 to the Agreement.
3. Affirmation of Agreement; Warranty Re Absence of Defaults. City and
Consultant each ratify and reaffirm each and every one of the respective rights and obligations
arising under the Agreement. Each party represents and warrants to the other that there have been
no written or oral modifications to the Agreement other than as provided herein. Each party
represents and warrants to the other that the Agreement is currently an effective, valid, and binding
obligation.
Consultant represents and warrants to City that, as of the date of this Amendment No. 1,
City is not in default of any material term of the Agreement and that there have been no events
that, with the passing of time or the giving of notice, or both, would constitute a material default
under the Agreement.
C-2
01203.0006/871531.2 -3-
City represents and warrants to Consultant that, as of the date of this Amendment No. 1,
Consultant is not in default of any material term of the Agreement and that there have been no
events that, with the passing of time or the giving of notice, or both, would constitute a material
default under the Agreement.
4. Adequate Consideration. The parties hereto irrevocably stipulate and agree that
they have each received adequate and independent consideration for the performance of the
obligations they have undertaken pursuant to this Amendment No. 1.
5. Authority. The persons executing this Amendment No. 1 on behalf of the parties
hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to
execute and deliver this Amendment No. 1 on behalf of said party, (iii) by so executing this
Amendment No. 1, such party is formally bound to the provisions of this Amendment No. 1, and
(iv) the entering into this Amendment No. 1 does not violate any provision of any other agreement
to which said party is bound.
[SIGNATURES ON FOLLOWING PAGE]
C-3
01203.0006/871531.2 -4-
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 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:
OCEAN BLUE ENVIRONMENTAL
SERVICES, INC., a California corporation
By: ________________________________
Name: Justin Lee
Title: President
By: ________________________________
Name: Moonho Lee
Title: Chief Financial Officer
Address: 925 West Esther Street
Long Beach, CA 90813
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.
C-4V J
01203.0006/871531.2
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.
C-5
□ □
□
□ □ □ □
□ □
01203.0006/871531.2
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.
C-6
□ □
□ □ □ □ □ □ □
01203.0006/871531.2
EXHIBIT C-3
RATES SCHEDULE, EFFECTIVE JULY 1, 2023 THROUGH JUNE 30, 2024
C-7
PRUERREDR\IT FORcm-oFR-\.:-HOPAI.O YERD[ rm ·mL , .J -o,~_.
DEFIN
oda• OU o :OOP11
Ckertime : :00 d er~:00 P.
Pren:num ime : S da • Fo o :m2 Hohda
HOIID
a ,
g. r .' B
s o all call ou Po o Po
and erials for prepara ·o
trav • ecODIJ.lil11Il3D0IIl. u ,.~•~rta . ll
unlo ding.
All disposal ment rental and
~~ ~ .
~ billed at .......... ~ d
the te ee will
ren , ;ill
cos .
01203.0006/871531.2
C-8
~~ OCEH~BLUE
ENVIRONMENTAL SERV ICES . IN C.
P RE FE RRE D RATE S FOR C ITY O F RANCHO PALOS VERDE S 7/1123 • 6/30124
1. HAZARDOUS WASTE.T RAINED PE RS ONNEL HOURLY RAT E
ST RAI GHT OVER · PRE M IUM
CLASS I FI CATIO N TIM E T IM E T I ME
PRO JEC T MANAGER 139.44 182.8 1 182.8 1
SUPERVISOR 107.3 1 128.10 14 6 .5 8
CHEM I ST I INDUSTR IAL HYGIE NI S T 2 13 .78 244.65 244.65
L EAD TE C HNICIAN 74 .34 108.36 14 1.44
EOUlPM E ITT OPERATOR 7 1.30 107.3 1 137.34
TE CHNI CIAN 67.20 95.03 12 3 .90
ll WU (INT . LONGSHOR E & W HSE UNI ON) TE CH 93.98 140.39 188.90
All P ERSONNEL HAVE AT A MDU\tUM, ~l»IR HAZ•WOPER TAAINING AS SP ECl:FlEO S Y 29 CFR 1910.120
2 . C E RT IFIED HAZARDOUS WASTE TRANSPORTATION V EH IC LE S
UT ILITY TR UCK 4 X4 W/TRAFF IC CONTROL L IGHT S & LIFTGATE
GEAR T RUC K W I LIFTGATE
E ME RG E N CY R ESPONSE UNIT · LARGE
E ME RG E N CY R ESPONSE UNIT · S ri.iALL
CREW VAN
BOB CAT W/SO LID T I RE S
VA C UUM TRAI LER -20 BB L
VA C UUM TR UCK -70 BBL W / ROPE R PUMP "
VA C UUM TR UCK -12 0 B B L •
VA C UUM TR UCK -12 0 B B L STAI NLE SS STE EL"
A I R EXCA VATOR•
HY D RO E X CAVA TO R '
O M NI VAC -85 BBL •
JETTER I VA C TOR COMBO UNIT'
ROLL-O FF TRUCK•
ROLL-O FF TRUCK A ND TRAIL E R '
D UMP TR UCK -10 W HEE L •
TRASH COMPA C TOR•
25'BOXVA N'
4 5'BOXVA N'
4 5' FLAT BED~
25 ' EQ Ul PM E ITT TRAIL E R
STR EET SWEEP E R
H OURLY RATE
5 8 .9 1
5 8 .9 1
273.63
190.05
5 1.5 6
64.05
64.05
15 6 .98
179.66
203.49
15 6 .98
291.2 7
291.2 7
291.2 7
15 6 .98
179.66
1 10 .46
2 18 .82
1 10 .46
15 6 .98
15 6 .98
4 1.2 7
103.32
u .. DE NO TES EQ UIPM ENT INCLUDI NG OPE RATO R. TH ES E W ILL BE CHAR GED A N ADD ITIONAL
S29.00 PE R HOUR F OR OVE RT IM E A ND $39.00 P ER HOUR FOR PR EM IUM T I ME .
3 . RE SP I RATORY /CONFINED SPACE EN T RY EQ UIPMENT
S EL F-CO N TAINED B R EA TH I NG A PPARAT US (30 M IN.)
6-PA C K B R EATH IN G A IR BOTTL E S
5-M l NUTE E GRESS AIR BOTTLE
TR IPOD W/DOUB LE W I NCHES
FULL BODY H A RN ESS W / S H O C K A BSORBE R
PAGE 2 O F 6
160.02 D A IL Y
321.09 D A IL Y
45 .47 D A IL Y
2 86.97 D A IL Y
4 1.27 D A IL Y
01203.0006/871531.2
C-9
~
OCEHa BL E
' VIRD HEltTRI L 5EIRVI CE S. INC
l?R EP ERRB lil RATES FO R CIT'rf O F RA!N Cl-m PALOS, VERD E S 1lU23 -61301.2 4
4 .
CO P S B LOW E:R
4-GAS A IR MO ITOR
P l ETE R
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5 . C L EA.NI I
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B G [ E □R IV E P S
PORT A BLE TRASH P UMP
S B E RS rB L E P P
A l SCRLJI BBRS PO AIB L E
HEPA L T ERS FO R SC
B I N. O P EJ,,i O P
B I N. CLOS ED O P
B I N. O P EJl,I O P
B I N. CLOSED TO P
" T AN K MAN IF OLD
B l U NI ERS
7 . O IL S Pl UL E Q IPiM E IIIT
BEER O VAC T CK S
SOW ER
M & S P l Y RAIL E R I 4!' S I □ES & 12 .00 G\/\fll
BOO' RAJL E (ST A OBY } WI 1500' O F 8 x 12 " B OOM
BOO S"x 12 " 1 (DEP LO Y E□}
PAG E 3 O F 6
2 32 .37 DA [L Y
3 2 .17 DA [LY
4 S7 .31 DA [LY
610.26 DA [L Y
4 26 . 1 DA [LY
2 9 .27 DA [LY
93 .00 DA [LY
2 6 .35 DA LL Y
34@ .13 DA LL Y
38.33 DA [LY
2 .10 DA [LY
18 .5{1 DA [L Y
3 .15 DA LL Y
43.37 DA [L Y
4!1.il .00 HOLJIRLY
300.00 DArLY
2 @.!HJ DA [LY
2 62 .29 DA [LY
.D5 DA [LY
.D5 OA[LY
9 .as HOLJI y
28 .1 DA [LY
S2.64! HOLJI y
7 .30 HOLJIRLY
60 .55 DArLY
244.65 DA [LY
2 16 .93 DA [L Y
2 03 . Q DA I LY
.83 EAC
2 32 .37 DA LL Y
34@ .13 DA LL Y
2@ .93 DArLY
36 .12 DA [LY
2@ .93 DA LL Y
38.33 DA [LY
22 .68 DA [LY
6 .95 EAC
244.65 DA [L Y
S2 .8 1 DA LL Y
2 .10 P E /DAY
01203.0006/871531.2
C-10
OCE~BLUE
E VIRD HE TA L SERVICES . INC .
IPREPERlRBIJ RATIES FOR CITY OF RA!NCHO PALOS, VERD E S 11U2:3 -6130124
BOO' · 4!"x 12 " 1(DEPLO Y E:D )
22' T OW.ISP! L CONTROL B OA W I 200 H MO O ,R
22' x 8! SBL 01/l!'E R D BARGE
19 'T OOL S I LL BOAT W!QD P
17 ' T OW/SPI L C-0 O L B OA W I 4 D P MOTOR
14!'T O\!\I /SPI L CONTROL BOA W I 25 P MOTOR
24!" IEl OEYS
E 2 -PAR SEAlER
ORS \!\I I 15 ' C-~A I
ORS\!\ll 'C A l
B F!i E:RG B C Y RESPO SE · LJER
RO E MOP SKIIM M E
D M SKIM MER TDS-131:iiW I O ER PACK
S! Ml-PAK SE I ES W/ CO ROL S Y STB ··
SKIM · B R T LJE R
AJEl SORBB ITT BOOM .· · IL E:R
C UE) W RA[LER
8 . MATE RIIAJLS
10 GAUO R IJIMI, STEE L
15 GAUO R IJIMI, O LY
16 GAUO R IJI MI, STEEL
20 GAUO R IJIMI, ST EE L
30 GAUO O LY
30 GAJLLO . EE L
5 GALJLON
55 GAJLLO
55GAUO
55 GAJLLO R IJIMI, Bto
8'5 GAUO D U M. OV E PA K . S EE L
!l'<5 GAUO D M. OV E PA K . POLY
AC [D S P LFYTE:R N E IJI TRAUZER E:R GALLO
BAS E S · I LJ · B R PER GALJLO
B IO -SOL V E E CAPSIJILAITT)
Bl.EACH
C ICAJL POLY TOT ES
FACES I EL D
HAN A GE
IPM E NT)
HEPA \IACIJI FL E'R P ROT EC ORS
H PA \IACIJI REPLACEMENT IEl AGS
P.AG E4 O F 6
_1)5 P E JDAY
56.00 y
1D5 .32 y
05 .32 y
87 .78
6@..20
.27
5 .56
192 .1)5
17 .54!
12 .39 DA[LY
17 .54! DAILY
549.36 DAILY
132 .8 1 HOIJI y
244.00 HOIJI y
7 4 .34! HOIJIRLY
244.00 DAILY
18'2 .8 1 DAILY
3 H3-00 DAILY
1 15 .71 DAILY
5S .Q1
5S .Q1
5S .Q1
6 .00
6 .9'<5
6 _gfi
2 .74!
72.35
7 .30
46.4 1
26 .35
26 .35
90.Q:3
00.Q:3
43.37
5.25
376.13'5
2 .74!
975 .87
tii..20
3 .15
7 .14!
15 .54!
102 .27 DAILY
23.73 EAC
23.73 EAC
01203.0006/871531.2
C-11
OcE 3 DL E
VIRO ME TA L SEHVIC ES. INC.
llf'REPERiREID RATIE S FO R CITY O F RANCH O PALOS, VERD E S 1111 23 -613012 4
O[L SORBB-ff PO' PO S
PiLAS &C BAGS
PiLAS &C S: BE I G
RAGS, !5 L B B OX
R O E J2 O LY . 10
R O E S O LY . 10
SAMPLE .JA RS -1 a
□BAGS
S RI MK W RA
S IM PiLE G R BE
SODA .ASH
BOOM W I J EL LI G, llA E R L
BOOM.a rn
P ADS S"x 18 "x 114 " 00/B A L E)
E .2 LBIBAG
-OX E S
V A! LEX OSE4
V Ai L EX OSE
B IO -
BO:B CA SWEE P E A ACI-I M E
CH EST · .A D E R S
14 PO RTABL E GAS P OW BRB O AIBRAS iV E SAW
COM-A-LO G -00 L BS
C
D □(GLASS }
D GAf.L ON
(15 EG EE P RO E CT IO A.CTO
FO RK LI
• 1 OKV IRA [LE R 'O 1\11 IE
G E • 51500 WA S
0
OZZl.ES
YBR
@ ILBS
.S A D !2 B UB S )
0 E R (4 B UB S )
MEALS 01\11 S P1L L.S
PAG E !5 O F 6
7 _20 PER B A UE
S7 .78 PER B OX
S7 .78 PER O LL
7 l t 5Q PER BOX
38 .33 PER O U
3 .37 PER OU
1!5 .54 EAC
4 .10 EAC
36.12 R O UL
1 !5 .54 PER GAULD N
7 . 14 PER GAUL O N
4 S7 .3 1 PER BAL E
64 .D5 EAC
Do .32 PER BAUE
2 .74 PER BAG
S2 .S1 EAC
2 .1
3 .15
12 1.9 1 EAC
.30 D A [LY
258 20 D A[LY
72.35 D A [LY
7 4 . 1 D A [LY
7 .14 D A [LY
76. 1 D A [LY
8 .30 EAC
140.3{1 D A[L Y
1 !5 .54 D A [LY
38.33 D A [LY
26 .35 D A LL Y
258 20 D A [LY
_27 H OIJ L Y
!5 .64 D A[LY
6 _gs D A LL Y
58.9 1 D A LL Y
23 .73 PER ES T
276.68 D A [L Y
18<2 .S1 D A Y
6 _gs D A [LY
23 .73 D A [LY
!5 .64 D A [LY
18 .5:Q D A [LY
3 .37 D A[LY
34@ . 13 D A [LY
.30 EAC
01203.0006/871531.2
C-12
0 .
OC E~BL E
E VIRD ME TRI L SEflVIC ES. INC.
PREP ERJR B D RATES FOR CITY OF R:AN CKO PALOS, \IIE RD E S llU23 -6130124
MERC RY V AC l.!Jt.
NO -S P.ARK I NG COLD C S E R
P ICKS
PiL G, KIE. 1
POL Y ON { M P
PO RTABLE RES J'S IMK
P R O F [LI G, EE . · E ST IR EAM)
RADIO 2-W AY . I CAil.LY SAFE
SAW ZAL L
3,6"
ES. t -4
30 . 0 LBS)
LI G S
T RA.IL EIR 'W I l.ll P
DOLLY
El
LJEV BL "A " -FU LLY E NC EDGAS_: IG S U
IT S B A
LJEV EL '8 " · F
s
E · A l
OV ES .18 00 S .
Gt.ASSES
PAG E 6 O F 6
610 .. 26 DA [LY
1 15 . .7 1 DA [LY
36 .. 12 EAC
192 .. 05 DA [LY
3 .. 15 DA [LY
29 .93 EAC
22 .. 68 EAC
18-2 . .8 1 DACLY
9 .. a.a EAC
8 .. 62 DACL Y
97 .. 02 DA[LY
3 .. 37 DA [LY
6 .. 20 DACLY
.56 DA [LY
@.13 DACLY
18-2 .8 1 DA[LY
1 0 .. 39 DA [LY
300 .. 00 DACLY
4 13 .. 07 DA [LY
23.8,8 DA [LY
580.M P S ET
18-2 .8 1 P ER S ET
7@ .59 P ER S ET
38,33 PER S ET
01203.0006/871531.2
EXHIBIT C-4
RATES SCHEDULE, EFFECTIVE JULY 1, 2024 THROUGH JUNE 30, 2025
C-13
-
PREFERR£D R.\IT . FOR cm· OF R.: \TIIDE ·m ...
o 4:00 P.
:00 PA .
HO
01203.0006/871531.2
C-14
~~ 0CEn3 BLUE
ENVIRONMENTAL SERV ICES . IN C.
P RE FE RRE D RATE S FOR CITY OF RANCHO PALOS VER DE S 7/112 4 -6/30125
1. HAZARDOUS WASTE-T RAI NED PERSONNE L HOURLY RAT E
ST RAI GHT OVER · PRE M IUM
CLASSIF ICAT ION TI ME T IME T IME
PROJEC T MANAGER 14 6 .4 1 19 1.95 19 1.95
S UP ERVI SOR 112 .68 134.5 1 153.9 1
CHEM I ST I INDUS TR IAL HYGIE NI S T 224 .47 256.88 25 6 .88
L EAD TE C HN IC IAN 78.06 1 13 .78 14 8 .5 1
EQUIPM E NT OPERATOR 74 .87 1 12 .68 144.2 1
TECHNICIAN 70.56 99.78 130.10
IL WU (INT . LONGSHORE & WHSE UN ION) TECH 98.68 147.4 1 198.35
AU P ERSONNEL HAVE Al A MDR\.tUM, ~l»IR HAZ·\'VOPE R TAAINING AS SP ECl:FlEO BY 29 CFR 19 10.120
2 . C E R T I FI ED HAZARDOUS WASTE TRANSPORTA TIO N V EH IC LES
UT ILITY TR UCK 4 X4 W/TRAFF IC CONT ROL L I GHT S & LIFTGATE
G EAR T RUC K W I LIFTGATE
E ME RGE NCY RESPON SE UNIT -LARGE
E ME RGE NCY RESPON SE UNIT -S MALL
CREW VA N
B O B CAT W FSOLID TI RE S
VACUUM TRAI LER -20 BB L
VACUUM TR UCK 4 70 BBL W / ROPER PUMP "
VACUUM TR UCK 4 120 BBL •
VACUUM TR UCK 4 120 BBL STAINLE S S S TE EL'
A IR EXCAVATOR•
HY D RO E X CAVA TO R '
OMNI VAC 4 85 B B L •
JETTER I VAC TOR COMBO UNIT '
ROL L4 0 FF TR UCK'
ROL L4 0 FF TR UCK A ND TRAI LE R '
D UMP T R UCK 4 10WHEE L '
TRASH COMPACTOR•
25'BOX VA N'
4 5'B OXVAN'
4 5' FLAT BED•
25' EQUIP M E NT TRAI LE R
S TREET SWEEP E R
HOURLY RATE
6 1.86
6 1.86
287 .3 1
199.5 5
54.t 4
67.25
67.25
164.83
188.64
2 t 3 .66
164.83
305.83
305.83
305.83
164.83
188.64
1 t 5 .98
229.76
1 t 5 .98
164.83
164.83
4 3 .33
108.49
u .. DE NO TES EQ UIPM ENT INCLUDI NG OPE RA TOR. TH ES E W I LL BE CHARGED AN ADDITIONAL
S29.00 PER HOUR FOR OVE RT IM E A ND $39.00 P ER HOUR FOR PR EM I UM T I ME .
3 . RE SPIRATORY / C ONFINED SPACE ENT R Y EQ UI PM ENT
S EL F.CONTAJNEOSREATH I NG APPARAT US (30 M I N.)
6-PACK BREATH ING A IR BOTTLE S
5-MINUTE E G RESS AJ R BOTTLE
TR IPOD W/OOUB LE W I NCHES
FULL BO DY HARN ESS W / SHOC K ABSORBER
PAG E 2 O F 6
t 68.02 DAIL Y
337.14 DAIL Y
47.74 DAIL Y
30t .32 DAIL Y
43.33 DAIL Y
01203.0006/871531.2
C-15
OCE~BLE
E VIRD HE lHI L SERVICES . INC.
PREPERJREIII) RATE S FOR CIT'!( O F RMICHO PALOS VE RDE S 1W24 -613012 5
CO P S B LOW BR
4-GAS A IR MO I O R
P l ··ETE R
M RC R YV O R A LY2 R
OV A.MON ITOR
PERSO GAS ETffi
BL.E C IR [C S:LO IV ER
4 .. RA F G C-OITTRO'L
A RR OW B OARD
PO RTA BLE D ECO
B RtCADES W I , EACH
D ·. TO R E FL EC
R N RIG O R S . EA C
T IC OONEJ'REFU 0
T IC OON RO L S I . , 4 8 /RE FL ECT IVE
5 .. C UEA N I
N ST A ON
C RG E OSE (PER FOOT)
E (PER FOO )
. ER
[ IS!CALL Y S P M P FO UEIL T AN K S
E W ASHIER -, DO PS I 2 2 G PM
PR ESS E ~!V ASHER -3 ,.!'iDO PS I 6 GPM
B G [ E DRIVE P S
PO RTA BLE TRASH P IJ L P
S BMER S [BL E P P
GAJLL O CA S:BER O V AC C K S
3 STAUL EC-0 SHOW ER
6 .. PO
O P
-Y O P
T ANK MAN IFOLD
B l LIN ERS
7 .. 0 1 S P LL E Q IIPM B NT
M & S P LY RA I BR W I 4 '' S I DES & 12 .000 GIi/Vii
RAI UE (S A □BY) W I 1500' O F 8 :w: 12 " B OO
BOO' 8 ":w:12 " (DIEP LO Y B D }
PAG E 3 O F 6
243.Q!Q
300 .78
5 1 .. 68
640.77
447 .84
30!5 .83
98 .68
274 .. 2
366 .,5,Q
40.2:5
2 .2 1
HL 52
3 .3 1
45 .. 54
2 .M
3 84 .89
26.2 .. 40
27 5 .. 40
.. 10
.10
96 .4 7
34 .51
86 . .77
7 4 .87
63 .. 63
256.SB
227.78
2 13 .. 00
5@.42
243.Q!Q
366 ,5,Q
3 .43
37 .. 00
3 . 3
40.2:5
23.'61
615 .D.5
256 .. SB
9 .9'5
2 .. 2 1
D A [LY
D A [LY
□ACLY
D A [LY
D A [LY
D A [LY
□ACLY
D A [LY
□ACLY
D A [LY
□ACL Y
D A [LY
□ACLY
D A [LY
HO IJ y
□ACLY
D A [LY
□ACLY
D A [LY
□ACLY
I-I OIJ y
□ACL Y
I-I O URiLY
HOIJ iLY
D A [LY
D A [LY
D A [LY
D A [LY
EAC
D A [LY
□ACLY
D A [LY
D A [LY
D A [LY
D A [LY
D A [LY
EAC
D A [LY
D A [LY
PER /DAY
01203.0006/871531.2
C-16
~ OCEnn--.;,IBL . E
E VIRD HE THI L SERVICE S. INC .
lli"REPERJR ElD RATES FOR CITY OF RA!NCHO PALOS, VERD E S 71U24-613 012 5
8001 4 "x 12 " (DEPLO Y ED )
22'T OWJS P I L C-0 O t B OA W/200 H MOTO R
22' x s• S BL OWE RED BA R G E
1Q' T OOL S WM P
17 ' T OWf S C-0 W I 4 P MOT O R
W /2 P MOT O R
12 'P
12 ' P · .. 5; P MO O R
S P · E 2 -PA R SEAJLER
24"1BO E YS
O RS W I 15 '' C A l
O RS W I 10 '' C A l
B M BRG B CY RES PO S E T RAI LJER
R O E M:O P SKII M ER
D M SKI M ER OS -136 W I OWER PACK
WI CO T RO L S Y ST Bfi.
S/ M B RT LEIR
A!BSORB B ITT B OOM TRAIL BR
A (All B RRAI N V E: !C UE) W RA[LJER
F O RK LI FT L E R
8 .MA E R .L S
30 GALLO
5GAULO
A K .STEE L
95 GALL A K . POLY
AC[O S Pl LPfTB R . . · ER BR G LO
BAS E S TLJFYTIER E: IZBR P E GAULON
B IO -SOLVE ~ Y OR OC O E NCAPSLILA
B LEAC H
C Et. ICAl POLY OTES
C LO R-□-ECT 04000
CIT I-CLEAN , 5 5 GALLO
DI ES EL FllE L ~E I PM E ITT )
D UM I B R
DUCTTAPE
FACES I EL D
H AN .AU GE
HEPAVACll FI L BR PRO E C O RS
HEPA VACll REPiLACE M EN IBAGS
PAG E 4 O F 6
.. 10 PER JDAY
164 .83 HOUffi.Y
10 .5'9 HOU
1 10 .5'9 HOU
92 .. 17 HOU y
72.66 HOU y
43 .. 33 HOU
54 .. 14 HOU L Y
2 0 1 .. 6'5 PER GALLO
18 .. 4 2 D A[LY
13 .. 0 1 D A[LY
18 .. 42 D A IL Y
5 76 .83 D A LL Y
9 .. 95 H OU y
2 56 .aB H OU y
78 .. 00 HOU y
2 56 .,8,B D A [LY
19 .95 D A[LY
3 34 .. !M D A [LY
12 .. D A [LY
6 1 .. 00 EAC
6 .00 EAC
6 .00 EAC
00 .. 05 EAC
00 .. 05 EAC
00 .. 05 EAC
22 .83 EAC
75 .. 97 EAC
7 4 .. 67 EAC
73 EAC
274 .. 42 EAC
27 4 .. 42 EAC
96 .. 48 EAC
96 .. 48 EAC
45 .. 54 PER GAULD
5 .,5 1 PER GALlO
396 .. 6'9 EAC
22 .. 83 EAC
UD:24 .66 PER R U
6 .5 1 PER GAULD
3 .3 1 EAC
7 .5!0 PER OU
16 .32 EAC
07 .lB D A LL Y
24 .. 92 EAC
24 .92 EAC
01203.0006/871531.2
C-17
OCE~BL 1E
VIRD HE 1A L SERV'ICES . INC.
ll?R EPERiREl[) RAT1ES F O R. C I TY O F RA!NCHO PALOS, \IIERD E S 11U 24 -613002 5
OLL SO RBEIITT PO · PO S
PiLAS tC BAGS
PiLAS tC S EE [ G
BBOX
SO RBEN W I J E LI Gi M!A B R Al.
SO RBEN ,B Hll
SO RBEN 8":w:1,B ":w:114 " 0 i8 A UE)
S P E F [ E B AG
T IV!IAL L B O>::ES
V AC O R FLEX OSE "
VAC O R FLEX OSE 6"
B IO -HAZARD 'iBLOO D" S l LL IT
BOA OOKS 3'-T EL E'SC-O P Gi
BO'B CA S\!!l E PER A ACHM E
C EST · IV'A DERS
14 PO RTA S: GAS P OW BRB□ AB . ~V E SAIN
COM-A-LO G -4000 L BS
C I N
D · . O □ 1(GLASS)
D V GAIL.LON
1(1500 E.13 EE P ~ E C 10 AC 0
FO RK LI
KV T1RA[LER t.ID NTIE
OOWA S
ON
OZZI.ES
E AC K ETS
LI G T B UBS )
LI G T 4 B UB S )
MEAll.. . LS
PAGE 5 O F 6
70 .. 5'6
92 .. 17
92 .. 17
83 ., 7
n .. 2:5 OU
5 ,M OU
HL32
4 .3 1
37 _9:3
16 .32 P E GAULO
7 .. 50 PER GAULO
5 1 _1}8 P E BAUE
67 _2:5 EAC
1 rn , P E BAUE
22 .. 8:3 PER B AG
19 1.Q5
2 .2 1 00
3 . .3 1 00
12B .m EAC
8 .72 DA [LY
27 .. 11 DA [LY
75 _97 DA [LY
18324 DA [LY
7 .. 50 DA [LY
185 ,M DA [LY
.72 EAC
1 1 .. 1 DA [LY
16 .32 DA [LY
n .. 2:5 DA [LY
274 .. 2 DA [LY
27 1.11 DA [LY
43 .. 33 HOIJI L Y
2 .92 DA[LY
65 .05 DA [LY
6 .. 86 DA [LY
24 .. 92 P E EST
2 00 .. 1 DA [LY
19 1 .. % DA [LY
65 .. 05 DA [LY
24 .. 92 DA [LY
152 .. 92 DA [LY
1@.52 DA [LY
45 .. M DA [LY
366 .59 DA [LY
8 .72 EAC
01203.0006/871531.2
C-18
~
0CEn3oLUE
' VIRD HEH1RI L SEIRVICES . INC .
f'REPERiR BI) RATES FOR CIIT OF RAI NCH:O PALOS, VERD ES 711124 -613012 5
MERC R Y VAC IJJ
NIO -S:PARKI NIG COLD CU IB S BR
NON-S PARKI NG COLD CU E IPS
PER DIEL , LOWAN CE 0
P ICK S ·· I NERS
PUJG, & DI E. 1 LB CA
POLY SJ HON {POGO) UMP
PO RT ABLE RES ROOM W/SIN K
PROFILI G, E ( B R WAS E ST R EAM!)
RAD IO 2-WAY. INI R I IIIS ICAlL Y SAFE
SA\IVZALL
SlKII LSAW
S BEL S P1K ES.. 36"
T ES.1 -4
T 3(1. OlBSJ
LI G S
L E RWI UMP
L EV EL "A" -FU LLY E NIC
WITI SO BA
LJEVBL 18 " -POL Y-TY\IBK
LATED S I •
LJEVBL 'IC K H 0
IFYI NG
LJEVBL "D' -K, · O L YVE K, C-OVERALL 0
S IT
N GEAR S U W G OVES . IBOO S .
D H AT AN SAFETY G1.ASSES
640.TT DAILY
12 .50 DAILY
37 .Q:3 EAC
2D _1}5 DA ILY
3 .3 1 DA ILY
3 .43 EAC
23.Bt EAC
1Q _!;15 DA ILY
00.47 EAC
5 .05 DA ILY
1[} .B7 DA ILY
5 .54! DA ILY
6 . 1 DAILY
54 .14! DA ILY
300. DAILY
1Q .00 DA LL Y
147.4 1 DAILY
320.9'4! DA ILY
4 33.72 DAILY
30.32 DA ILY
600!.36 PER SET
1Q _i;ie; PER SET
83. 7 P E SET
4 {L 25 P E SET
01203.0006/871531.2
EXHIBIT C-5
RATES SCHEDULE, EFFECTIVE JULY 1, 2025 THROUGH JUNE 30, 2026
C-19
BL
TRL S RVIC S.
PREITRREDR\TE FOR c m ·orR-\:" HOP.-U.O ,um
EFF£CTIYE ,_: -6 30116
0 :00 p_
O\•ertime : :00 A";. f d er-tOO P. l
Premmm ~= S olida
HO
g. Jr .' B
our ( · ~s o rtal ra tes :r
Time c e ~omi l
tra ·el o and . e. d b ..
unloading.
01203.0006/871531.2
C-20
OCE ~BLUE
ENVIRONMENTAL SERV ICES . IN C.
P RE FE R RE D RATE S FOR CITY O F RANCHO PALOS VERD E S 7/112 5 -G/30126
1. HAZARDOUS WASTE-TRAINED PERSONNEL HOURLY RATE
ST RAIGHT OVER:-PRE M IUM
CLASSIF ICAT ION TIME T IM E T I ME
PROJEC T MANAGER 153.73 201.55 201.55
SUPERVISOR 118 .3 1 t 4 t .24 16 1.6 1
CHEM I ST I INDUS TR IAL HYGIE NIS T 235.69 269.72 269.72
L EAD TECHNICIAN 8 1.96 119 .47 155.94
EOUlPM E ITT OPERATOR 78.6 1 118 .3 1 15 1.4 2
TECHNI CIAN 74 .09 104.n 136.6 1
ll WU (INT . LONGSHORE & WHSE UNION) TECH 103.6 1 154.78 208.27
All P ERSONN EL HAV E A T A MIN1\tUM, ~l»IR HAZ·\'VOPER TRA.INING AS SP ECl:F1EO B Y 29 CFR 19 10.120
2 . C E RT IFIED HAZARDOUS WASTE TRANSPORTATION V EH IC LES
UT ILI TY TR UCK 4 X4 W /TRAFF IC CONT ROL L I GHT S & LIFTGATE
GEAR T RUCK W I LIFTGATE
E ME RGE NC Y RESPON SE UNIT -LARGE
EMERGENCY RESPONSE UN IT -SMALL
CREW VAN
BOB CAT W FSOLI D TIRE S
VACUUM TRAILER -20 BB L
VACUUM TR UCK -70 BBL W / ROPER PUMP"
VACUUM TR UCK -120 BBL •
VACUUM TR UCK -120 BBL STAINLE SS S TE EL '
A IR EXCAV A TOR•
HY D RO E XCAVATOR'
OMNI VAC -85 BBL •
JETTER I VAC TOR COM B O UNIT '
ROL L-OFF T R UCK'
ROL L-OFF T R UCK A NO TRAILE R '
D UMP TR UCK -10 WHEE L '
TRASH COl.1PACTOR•
25'BOXVA 'N'
4 5' S OX VA'N'
4 5' FLAT BED•
25' EOUl PME NT TRAILE R
S TREET SWEEP E R
HOURLY RATE
64.95
64.95
301.68
209.53
56.85
70.6 1
70.6 1
173.07
198.07
224 .34
173.07
321. 12
321.12
321.12
173.07
198.07
12 1.78
24 1.25
12 1.78
173.07
173.07
4 5 .50
1 13 .9 1
••• DENOTES EQUIPMENT INCLUDING OPERA TOR . THESE W ILL ee CHARGED At! ADDITIONAL
S29.00 PER HOUR FOR O V E RT IM E A NO $39.00 P ER HOUR FOR PR EM I UM T IM E .
3 . RE SPIRATORY /CONFI NED SPACE ENT RY EQ UI PM ENT
SELF-CONTAJNEO BREA THING APPARATUS (30 MIN.)
6-PACK SRIEATH I NG AI R BOTTLE S
5-Ml NUTE E GRESS AJ R BOTTLE
TR IPOD W/OOUB LE W INCHES
FULL BODY HARN ESS W / SHOCK ABSORBER
PAGE 2 O F 6
176 .42 DAIL Y
354.00 DAIL Y
50.13 DAIL Y
3 16 .39 DAIL Y
45 .50 DAIL Y
01203.0006/871531.2
C-21
OCE ~BLUE
ENVIRONMENTAL SERV ICES . INC.
P RE FE RRE D RATE S FOR CITY O F RANCHO PALOS VERDE S 7/112 5 • 6/30126
COPP US !BLOWE R
4-GAS AIR MONITOR
P I O METE R
MERCURY VAPOR ANAL Y2ER
O VA M ONI TOR
P ER SONAL 4 GAS METE R
E LECT RIC B LOWER
4 . TRAFF IC CONTROL
ARROW SOARD
PORTABL E OECON STAT ION W /ARROWB OARO
BARRI CADES W / R EF LECTORS . EACH
OELINEAT OR/RE FL EC TIVE. EACH
NO TU RN R I G HT OR LE FT SIGNS. EACH
TRAFFI C CONE/REFL EC T IVE. EACH
TRAFFI C CONT ROL SIGNS 4 9 •x 4 s•1REFL EC T IVE
5. C L EAN ING EOUJP MENT
A IR C OMPRESSOR
CH EM I CAL D IAPHRAGM PUMP
DECONTAMINAT ION STATION
D IAP HRAGM P UM P
S UCT IONJOISC HARGE HOSE (PER FOOT )
LAYFLAT HOSE (PER FOOT )
HYDROSLASTER
IITTRI SICAU Y SAFE P UM P FOR F UE L TANKS
PRE SS UR E WASHER · 1,000 PS I 22 G PM
PRE SS UR E WASHER • 3 ,500 PS I 6 GPM
E NG IN E DRIVE N PU M PS
PORT ABL E TRASH PUMP
S UB MERS I BL E PU MP
A I R SCRUI BE RS PORTABL E
HEPA FIL T ERS FOR SCRUB BERS
55 GALLON CARBON SCRUB BER FOR VAC TR UCK S
3 STAL L O ECOITTAM l NAT IO N S HOWER
6. PORTABL E STO RAG E UN I TS
20-Y ARD B IN . OPEN TO P
20-Y ARD B IN . CLOS ED TO P
40-Y ARD B IN . OPEN TO P
40-Y ARD B IN . CLOS ED TO P
4 • TANK MANIFOLD
B I N LINERS
7. O I L S P ILL E O UIP ME ITT
20' ORUM & SU PPLY T RAILE R W/ 4 ' S I DE S & 12 ,000 GVW
BOOM TRAIL ER {STANDBY) W/ 1500' OF s·x 12· BOOM
BOO M 8"•12" (DEPLOYED)
PAGE 3 O F 6
256.19 DAIL Y
388.27 DAILY
537 .21l DAIL Y
6n.s 1 DAIL Y
4 70.23 DAIL Y
32t .12 DAIL Y
103.6 1 DAIL Y
288.14 DAIL Y
3 84.92 DAIL Y
4 2.26 DAIL Y
2 .32 DAIL Y
20.50 DAIL Y
3 .4.9 DAIL Y
47.82 DAIL Y
54.64 HOURLY
4 04.13 DAIL Y
275.52 DAIL Y
289.17 DAIL Y
1.16 DAIL Y
1.16 DAIL Y
10 1.211 HOU RLY
14 1.24 DAIL Y
9 t . 11 HOURLY
78.6 1 HOURLY
663.2 1 DAIL Y
269.72 DAIL Y
239.17 DAIL Y
224.34 DAIL Y
167 .39 EAC H
256.19 DAIL Y
3 84.92 DAIL Y
33.00 DAIL Y
39.83 DAIL Y
33.00 DAIL Y
4 2.26 DAIL Y
25.00 DAIL Y
69.30 EAC H
269.72 DAIL Y
2 0 t .55 DAIL Y
2.32 PER FT/DAY
01203.0006/871531.2
C-22
OCE *BLUE
ENVIRONMENTAL SERV ICES . INC.
!?RE FE RRE D RATE S FOR CITY O F RANC H O PALOS VERD E S 7/1125 -6/30126
B OOM 4 "x 12" (DEPLO Y E D) t . 16 P ER FT/DAY
22' T OWFSP IL L COITTROL BOA T W / 200 H P MOTOR t73 .07 HOURLY
22' x: 8' S E LF POWE RED BARGE 116 .12 HOURLY
19' T OOL SP ILL BOAT W/QOHP 116 .12 HOURLY
17' T OWFSP IL L COITTROL BOA T W / 4 0 H P MOT OR 96.78 HOURLY
14 ' T OWFSP IL L CONTROL BOAT W / 2 5 H P MOT OR 76.:xl HOURLY
12'P UNTS 45 .50 HOURLY
12' P UNTS W /5HP MOTOR 56.85 HOURLY
S PLASH ZO NE 2-PART SEALER 2 1 t . 73 P ER GAL LO N
25 LIBS A NCH ORS W / 15' CHA IN 19 .34 DAILY
15 UBS A NCH ORS W / 10' CHA IN 13 .66 DAILY
24"BOEYS 19 .34 DAILY
E ME RGE NC Y RESPO N SE TRAJL ER 605.67 DAILY
ROP E MOP SKIMM ER 2 0 1.55 HOURLY
ORU M SKIMM ER T DS-136W/POWER PACK 269.72 HOURLY
S KJM-PAK S ER IES 4000 W I CONT ROL SY S TE M 8 t .96 HOURLY
SK1M MER TRAJLER 269.72 DAIL Y
A BSORBE NT BOOM TRAIL E R 2 0 1.55 DAIL Y
A TV (A l l TE RRAIN V E H ICL E)W /TRAIL ER 351.69 DAIL Y
FORK LIFT TRAJLE R 127.58 DAIL Y
8 . r,.~ TE R IALS
10 GALLON DOT ORUM. STEE L 64.95 EAC H
15 GALLON DOT ORUM. POLY 64.95 EAC H
16 GALLON DOT ORUM, STEE L 64.95 EAC H
20 GALLON DOT ORUM. STEE L 68.30 EAC H
30 GALLON DOT ORUM. POLY 68.30 EAC H
30 GALLON DOT ORUM. STEE L 68.30 EAC H
5 GAL LO N DOT DRUM 23.97 EAC H
55 GALLON DOT ORUM. POLY 79.n EAC H
55 GALLON DOT ORUM. STEE L 78.6 1 EAC H
55 GALLON DOT ORUM. 8 10 5 1. 17 EAC H
85 GALLON O RUM . O V ER PA K. STEE L 288.14 EAC H
95 GALLON O RUM . O V ER PA K. POLY 288.14 EAC H
ACID S P ILFYTE R NEUT RALIZER P E R GALLO N 100.25 EAC H
BASE SP IL FYTER NE UTRALIZ E R P ER GAL LO N 100.25 EAC H
B IO-SOL VE {HYDROCARBO N E N CAPSULANT) 47.82 P ER GAL LO N
B LEACH 5 .79 P ER GALLO N
CH E M I CAL POLY TOTES 4 15 .47 EAC H
CHL.OR·O·TECT 04000 23.97 EAC H
CITRI -CLEAN. 5 5 GALLO N 1.075.89 P ER ORUM
D IE S EL FUEL {E QU I PM E NT) 6 .84 P ER GAL LO N
O RU M LINE R 3 .48 EAC H
D UCT TAPE 7 .88 P ER ROLL
FACE SH I EL D 17 .14 EAC H
HAN O A U GER t 12 . 75 DAIL Y
HEPA VACUUM F il TE R P ROTECTORS 26.17 EAC H
HEPA VACUUM REPLACEM ENT BAGS 26.17 EAC H
PAGE 4 O F 6
01203.0006/871531.2
C-23
OCE ~BLUE
ENVIRONMENTAL SERV ICES . IN C.
P RE FE RRE D RATE S FOR CITY O F RANCHO PALOS, VERD E S 7/112 5 -6/30126
0 11 SORBENT POM POMS
PLASTIC B AGS
PLASTIC S HEE TIN G
RAGS. 50 L B BOX
ROPE 1/2 P OLY . IOO'ROLL
ROPE 5/8 P OLY . IOO'SPOOL
SAM PLE J ARS -I QT
SAN DBAGS
SHR IN K WRAP
S I MP LE GRE EN
SODA A SH
SORBEN T BOOM W / J EL LING MATE RIA L
SORBEN T BOOM. 8-X 10•
SORBENT PADS 18"x18"x1/4 • (200/BAL E)
SUP ER FIN E , 25 LB BAG
TR IW ALL BOX E S
VACTOR F L EX HOSE 4 "
VACTOR F L EX HOSE 6"
9. TOOLS A NO O TH E R EQ UIPM ENT
BIO-HAZA.RO •BL OOD" SPIL L KIT
BOAT HOOKS 3'-9' T EL E SCO P ING
B O BCAT SWEE P ER ATTACHMENT
CH EST WADERS
14 PORTABLE GAS POWE RE D A BRASIV E SAW
COM-A -LO NG • 4000 L BS
CUTTING TORCH
D RUM SAMPLING ROD (GLASS)
D RUM VA C U UM · 55 GALLON
EXT E NS IO N LADD ER
EYEWASH STATION
FIRE PROTECTION SU IT (1500 D E GREE P ROTECT ION F ACTO
FORK LI FT
G E NE RA T OR. 1 OKV T RAIL ER M OUNT ED
GE NERAT OR. 5500WATTS
HAND TOOLS
HAND WASHING STAT ION
HAZ-CAT K IT
HEAVY D UT Y JETTE R NOZZLE S
HEPA VA C U UM (DRY )
H IP W ADE RS
H UDSON SPRAYE R
JACK HAMMER 90 LBS
LI FE JACK ETS
LIGHT S T A ND (2 B ULBS)
LIGHT TOW ER (4 BUL BS)
MEALS ON SPIL L S
PAGE 5 O F 6
74.09 P ER BAL E
96.78 P ER BOX
96.78 P ER ROLL
87.75 P ER BOX
4 2.26 P ER ROLL
47.82 P ER ROLL
17.14 EAC H
4 .53 EAC H
39.83 ROL L
17.14 P ER GAL LON
7 .88 P ER GALLON
5 37.2'l P ER BAL E
70.6 1 EAC H
116.12 P ER BAL E
23.97 P ER BAG
201.55 EAC H
2 .32 P ER FOOT
3.48 P ER FOOT
t 34.4 1 EAC H
9.16 DAIL Y
284.67 DAIL Y
79.n DAIL Y
192.40 DAIL Y
7 .88 DAIL Y
194.6 1 DAIL Y
9.16 EAC H
154.78 DAIL Y
17. 14 DAIL Y
4 2.26 DAIL Y
288.14 DAIL Y
284.67 DAIL Y
45.50 HOURLY
160.57 DAIL Y
68.30 DAIL Y
64.95 DAIL Y
26.17 P ER T E ST
305.04 DAIL Y
201.55 DAIL Y
68.30 DAIL Y
26.17 DAIL Y
160.57 DAIL Y
20.50 DAIL Y
47.82 DAIL Y
384.92 DAIL Y
9.16 EAC H
01203.0006/871531.2
C-24
~~ OCEH~BLUE
ENVIRONMENTAL SERV ICES . IN C.
P RE F E RRE D RATE S FOR CITY O F RANCHO PALOS VERDE S 7/112 5 -6/30126
MERC UR Y VACUUM 6n.s 1 DAILY
NON -S PARK ING COLO CU TTER I R IVE T B US TE R 127.58 DAILY
NON -S PARK ING COLO CUTTER T I PS 39.83 EACH
P ER DIEM ALLOWANCE O N T RAV E L 2 1 t . 73 DAILY
P IC K S "'M INERS• 3 .4.9 DAILY
P LU G & D IK E. 1 LB CAN 33.00 EACH
POLY SIPHON {POGO)P UM P 25.00 EACH
POR TABLE RESTROOM W/SIN K 2 0 1.55 DAILY
PROFI LING F EE (PE R WAS TE STREAM) 10 1.:xl EACH
RADIO 2 -WAY . I N T RINS I CALLY SAFE 53.60 DAILY
SAWZALL 106.96 DAILY
SKJL SAW 47.S2 DAILY
STE EL S P IK E S . 36" 6 .84 DAILY
TRAN SF ER H O SES . 1 -4 • 56.85 DAILY
TR UCK RAMPS (30.000 LBS) 3 84.92 DAILY
VAPOR T IG HT DROP LIG HTS 2 0 1.55 DAILY
V EN T ILATIO N FAN 154.78 DAILY
WATE R METER 336.99 DAILY
WATER TAN K TRAJLER W/PUM P 4 55.4 1 DAILY
ORUM OOLLY 3 1.84 DAILY
10 . P E RSONA L P ROTEC TIVE EQ UI P ME NT (PP E }
L EV E L "A " - FU LLY ENCAPSULATE D GAS-TIG HT S UI T
WITH S CBA 639.83 P ER S ET
L EV E L "8 " -POLY -TYVE K T HROU GH FULLY E N CAPSU -
LATE D SU I T, B UT N O T GAS T IGH T W/SCBA 2 0 1.55 P ER S ET
L EV E L "C• -T YVEK TH ROUGH SARANEX SUIT W I A I R
PURI FYI NG R ES P I RATOR 87.75 P ER S ET
L EV E L "D• -T YVEK. POL Y -TYVEK. COVERAU. OR
RAlNGEAR S UI T W ITH GLOV ES . B OOTS.
H ARDHA T AND SAFETY GLASSES 4 2.26 P ER S ET
PAGE 6 O F 6
F-1PROFESSIONAL SERVICES AGREEMENT By and Between CITY OF RANCHO PALOS VERDES and HARDY & HARPER, INC. 01203.0006/896962.6
F-2AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF RANCHO PALOS VERDES AND HARDY & HARPER, INC. 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 HARDY & HARPER, INC., a California corporation ("Contractor"). City and Contractor 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 I of this Agreement. B. Contractor, following submission of a proposal for the performance of the services defined and described particularly in Article I of this Agreement, was selected by the City to perform those services. C. Pursuant to the City of Rancho Palos Verdes Municipal Code, City has authority to enter into and execute this Agreement. D. The Parties desire to formalize the selection of Contractor 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 CONTRACTOR 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, the Contractor 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, Contractor 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. Contractor shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. Contractor covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be both of good quality as well as fit for the purpose 01203.0006/896962.6 I
F-3intended. 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 Contractor's Proposal. The Scope of Service shall include the Contractor'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. Contractor 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, Contractor 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 I ( 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. Contractor shall post job site notices, as prescribed by regulation. (b) Prevailing Wages. Contractor 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, Contractor acknowledges receipt of a copy of the DIR determination of the prevailing rate of per diem wages, and Contractor 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. Contractor 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 0 I 203.0006/896962.6 2
F-4Contractor 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 Contractor or by any subcontractor. (d) Payroll Records. Contractor shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Contractor and each subconsultant to: keep accurate payroll records and verify such records in writing under penalty of pe1jury, 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. Contractor 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. Contractor shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement, Contractor 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, Contractor 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. Contractor acknowledges that 8 (eight) hours labor constitutes a legal day's work. Contractor shall comply with and be bound by Labor Code Section 1810. (g) Penalties for Excess Hours. Contractor shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. The Contractor shall, as a penalty to the City, forfeit $25 (twenty five dollars for each worker employed in the performance of this Agreement by the Contractor 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 Contractor in excess of 8 (eight) hours per day, and 40 (fotty) 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 I½ ( 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, Contractor 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." 0 I 203.0006/896962.6 3
F-5Contractor's Authorized Initials ,;:1/,l;J;. (i) Contractor's Responsibility for Subcontractors. For every subcontractor who will perform work under this Agreement, Contractor shall be responsible for such subcontractor's compliance with Division 2, Part 7, Chapter I (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. Contractor 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. Contractor shall diligently take corrective action to halt or rectify any such failure by any subcontractor. 1.5 Licenses, Permits, Fees and Assessments. Contractor 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. Contractor 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 Contractor'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, Contractor warrants that Contractor (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, Contractor warrants that Contractor 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 Contractor discover any latent or unknown conditions, which will materially affect the performance of the services hereunder, Contractor shall immediately inform the City of such fact and shall not proceed except at Contractor's risk until written instructions are received from the Contract Officer in the form of a Change Order. 1.7 Care of Work. The Contractor 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. 01203.0006/896962.6 4
F-61.8 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 Contractor, 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 Contractor. 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 Contractor that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services. Contractor 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 Contractor anticipates and that Contractor shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other Contractors. 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 Services, the Contractor becomes aware of material defects in the Scope of Work, duration, or span of the Services, or the Contractor becomes aware of extenuating circumstance that will or could prevent the completion of the Services, on time or on budget, the Contractor shall inform the City's Contract 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. 01203.0006/896962.6 5
F-7ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT. 2.1 Contract Sum. Subject to any limitations set forth in this Agreement, City agrees to pay Contractor 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 reasonable expenses approved by City's Contract Officer, shall be as follows: (a) Compensation for Fiscal Year 2023-24 shall not exceed $392,290 ("FY23-24 Compensation"); (b) Compensation for Fiscal Year 2024-25 shall be calculated as the FY23-24 Compensation plus a CPI increase, and shall not exceed $411,905 ("FY24-25 Compensation"); (c) Compensation for Fiscal Year 2025-26 shall be calculated as the FY24-25 Compensation plus a CPI increase, and shall not exceed $432,500 ("FY25-26 Compensation"); ( d) Compensation for Fiscal Year 2026-27 shall be calculated as the FY25-26 Compensation plus a CPI increase, and shall not exceed $454,125 ("FY26-27 Compensation"); and (e) Compensation for Fiscal Year 2027-28 shall be calculated as the FY26-27 Compensation plus a CPI increase, and shall not exceed $476,831 ("FY27-28 Compensation"). The total compensation for the entire Term of the Agreement is estimated as $2,167,651 (Two Million One Hundred Thousand Sixty Seven Six Hundred Fifty One Dollars) (the "Contract Sum"), shall be subject to an annual increase based on changes to the Consumer Price Index (CPI-U) within the Los Angeles-Riverside-Orange County geographic area for the preceding twelve ( 12) month period measured March to March, but not to exceed five percent (5%), unless additional compensation is approved pursuant to Section 1.9. The CPI increase shall not be less than zero percent (0%). 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 Contractor'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 l 0% shall be held from each payment as a contract retention to be paid as part of the final payment upon satisfactory and timely completion of services. This retention shall not apply for on-call agreements for continuous services or for agreements for scheduled routine maintenance of City property or City facilities. 01203.0006/896962.6 6
F-82.3 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 Contractor 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 Contractor is required to attend additional meetings to facilitate such coordination, Contractor shall not be entitled to any additional compensation for attending said meetings. 2.4 Invoices. Each month Contractor 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, Contractor 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. Contractor shall not invoice City for any duplicate services performed by more than one person. City shall independently review each invoice submitted by the Contractor 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 Contractor which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause Contractor to be paid within 45 (forty-five) days of receipt of Contractor's correct and undisputed invoice; however, Contractor 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 Contractor for correction and resubmission. Review and payment by City for any invoice provided by the Contractor shall not constitute a waiver of any rights or remedies provided herein or any applicable law. 2.5 Waiver. Payment to Contractor for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Contractor. ARTICLE 3. PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. 0 I 203.0006/896962.6 7
F-93.2 Schedule of Performance. Contractor 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 Contractor, 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 Contractor, 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 Contractor shall within IO (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 Contractor be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Contractor'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 June 30, 2028, except as otherwise provided in the Schedule of Performance (Exhibit "D"). ARTICLE 4. COORDINATION OF WORK 4.1 Representatives and Personnel of Contractor. The following principals of Contractor ("Principals") are hereby designated as being the principals and representatives of Contractor authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith: Mike Amundson Senior Estimator (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. 0 I 203.0006/896962.6 8
F-10Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the services hereunder. All personnel of Contractor, 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 Contractor without the express written approval of City. Additionally, Contractor shall utilize only the personnel included in the Proposal to perform services pursuant to this Agreement. Contractor shall make every reasonable effort to maintain the stability and continuity of Contractor's staff and subcontractors, if any, assigned to perform the services required under this Agreement. Contractor shall notify City of any changes in Contractor'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 Contractor. Contractor shall have no authority to bind City in any manner, or to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City. Contractor shall not at any time or in any manner represent that Contractor or any of Contractor's officers, employees, or agents are in any manner officials, officers, employees or agents of City. Neither Contractor, nor any of Contractor'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. Contractor expressly waives any claim Contractor may have to any such rights. 4.3 Contract Officer. The Contract Officer shall be Juan Hernandez, Public Works Superintendent, or such person as may be designated by the Director of Public Works. It shall be the Contractor's responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Contractor 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 Contractor. Neither the City nor any of its employees shall have any control over the manner, mode or means by which Contractor, 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 Contractor's employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Contractor 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. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are 0 I 203.0006/896962.6 9
F-11agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Contractor in its business or otherwise or a joint venturer or a member of any joint enterprise with Contractor. 4.5 Prohibition Against Subcontracting or Assignment. The experience, knowledge, capability and reputation of Contractor, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Contractor 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 Contractor, 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 Contractor or any surety of Contractor of any liability hereunder without the express consent of City. ARTICLE 5. INSURANCE AND INDEMNIFICATION 5.1 Insurance Coverages. Without limiting Contractor's indemnification of City, and prior to commencement of any services under this Agreement, Contractor 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. Contractor shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 0 I, 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. Contractor shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 0 I covering bodily injury and property damage for all activities of the Contractor 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. Contractor 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 0 I 203.0006/896962.6 10
F-12Agreement and Contractor 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. Contractor shall maintain Workers' Compensation Insurance (Statutory Limits) and Employer's Liability Insurance (with limits of at least $1,000,000). (e) Subcontractors. Contractor 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. Contractor 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. Contractor 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 Contractor, its agents, representatives, employees or subconsultants. (c) Primary/noncontributing. Coverage provided by Contractor 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 Contractor or City will withhold amounts sufficient to pay premium from Contractor 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 0 I 203.0006/896962.6 11
F-13or 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 Contractor or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Contractor hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants. (g) Enforcement of contract prov1s10ns (non-estoppel). Contractor acknowledges and agrees that any actual or alleged failure on the part of the City to inform Contractor 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 Contractor maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the Contractor. 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. Contractor 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 IO (ten) day notice is required) or nonrenewal of coverage for each required coverage. G) 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. (I) Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that Contractor'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. 0 I 203.0006/896962.6 12
F-14(m) Pass through clause. Contractor 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 Contractor, provide the same minimum insurance coverage and endorsements required of Contractor. Contractor 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. Contractor 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 Contractor 90 (ninety) days advance written notice of such change. If such change results in substantial additional cost to the Contractor, the City and Contractor may renegotiate Contractor's compensation. ( o) Self-insured retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by City. (p) Timely notice of claims. Contractor shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Contractor's performance under this Agreement, and that involve or may involve coverage under any of the required liability policies. (q) Additional insurance. Contractor 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, Contractor 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 Contractor, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Contractor is legally liable ("indemnitors"), or arising from Contractor's or indemnitors' reckless or willful misconduct, or arising from Contractor's or indemnitors' negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith: (a) Contractor 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; 0 I 203.0006/896962.6 13
F-15(b) Contractor 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 Contractor hereunder; and Contractor 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 Contractor 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 Contractor hereunder, Contractor 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. Contractor shall incorporate similar indemnity agreements with its subcontractors and if it fails to do so Contractor 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 Contractor 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 Contractor and shall survive termination of this Agreement. ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION 6.1 Records. Contractor 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 Contractor's business, custody of the books and records may be given to City, and access shall be provided by Contractor's successor in interest. Notwithstanding the above, the Contractor 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. 0 I 203.0006/896962.6 14
F-166.2 Reports. Contractor 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. Contractor 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, Contractor agrees that if Contractor 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 Contractor is providing design services, the cost of the project being designed, Contractor shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Contractor 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 Contractor, 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 Contractor 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 Contractor will be at the City's sole risk and without liability to Contractor, and Contractor's guarantee and warranties shall not extend to such use, reuse or assignment. Contractor may retain copies of such documents for its own use. Contractor 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 Contractor fails to secure such assignment, Contractor shall indemnify City for all damages resulting therefrom. Moreover, Contractor 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 oflnformation. (a) All information gained or work product produced by Contractor in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Contractor. Contractor 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) Contractor, 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 Contractor gives City notice of such court order or subpoena. 0 l203.0006/896962.6 15
F-17(c) If Contractor, or any officer, employee, agent or subcontractor of Contractor, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Contractor for any damages, costs and fees, including attorney's fees, caused by or incurred as a result of Contractor's conduct. ( d) Contractor shall promptly notify City should Contractor, 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 Contractor or be present at any deposition, hearing or similar proceeding. Contractor agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Contractor. 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 Contractor 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 Contractor is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Contractor for any work performed after the date of default. Instead, the City may give notice to Contractor of the default and the reasons for the default. The notice shall include the timeframe in which Contractor 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 Contractor 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 Contractor 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 Contractor'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. Contractor hereby authorizes City to deduct from any amount payable to Contractor (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in 0 I 203.0006/896962.6 16
F-18dispute 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 Contractor's acts or omissions in performing or failing to perform Contractor'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 Contractor, 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 Contractor to insure, indemnify, and protect City as elsewhere provided herein. 7.4 Waiver. Waiver by any party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or services by Contractor 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, Contractor 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 Contractor, except that where termination is due to the fault of the Contractor, the period of notice may be such shorter time as may be determined by the Contract Officer. Upon receipt of any notice of termination, Contractor shall immediately cease all services hereunder except such as may be 01203.0006/896962.6 17
F-19specifically approved by the Contract Officer. Contractor 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 Contractor 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 Contractor 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 effo1ts to mitigate such damages), and City may withhold any payments to the Contractor for the purpose of set-off or partial payment of the amounts owed the City as previously stated. (b) Contractor may, after compliance with the provisions of Section 7.2, terminate the Agreement upon written notice to the City's Contract Officer. Contractor 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 Contractor, 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 Contractor or to its successor, or for breach of any obligation of the terms of this Agreement. 01203.0006/896962.6 18
F-208.2 Conflict of Interest. Contractor 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 Contractor's performance of services under this Agreement. Contractor 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. Contractor 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 Contractor 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. Contractor 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. Contractor 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. Contractor 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 Contractor 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, Contractor 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 0 I 203.0006/896962.6 19
F-21Manager 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 Contractor, 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. 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 Contractor 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 pa1ticipate 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 0 I 203.0006/896962.6 20
F-22"financial interest" shall be consistent with State law and shall not include interests found to be "remote" or "non interests" pursuant to Government Code Sections 1091 or 1091.5. Contractor 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. Contractor 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 patty including, but not limited to, any City official, officer, or employee, as a result of consequence of obtaining or being awarded any agreement. Contractor 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. Contractor's Authorized Initial~ 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 patty is formally bound to the provisions of this Agreement, and (iv) that entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties. [SIGNATURES ON FOLLOWING PAGE) 01203.0006/896962.6 21
F-23IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written. ATTEST: Teresa Takaoka, City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP William W. Wynder, City Attorney CITY: CITY OF RANCHO PALOS VERDES, a municipal corporation Barbara Ferraro, Mayor CONTRACTOR: HARDY & HARPER, INC., a California corporation By:~~=:....:i-...::::._.~:...:...:..:::..::...;__::...,__ __ _ Name: Kristen S. Paulino Title: Secretary Address: 32 Rancho Circle Lake Forest, CA 92630 Two corporate officer signatures required when Contractor 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. CONTRACTOR'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 CONTRACTOR'S BUSINESS ENTITY. 01203.0006/896962.6 22
F-24EXHIBIT "A" SCOPE OF SERVICES I. Contractor will perform the following public works maintenance services as requested by the City's Contract Officer: • Providing one Maintenance Crew that shall consist of one Lead Worker who shall read, write, and speak English; and one Laborer on an as-needed basis. The Lead Worker shall be provided to the City on-site for up to 1,992 hours per year. The Laborer shall be made available to the City on-site on an as-needed basis for up to 528 hours per year as determined by the City's Contract Officer. The Maintenance Crew shall: o Possess all training, knowledge, and special skills required to perform maintenance and repair services throughout the City right of ways, facilities, parks, miscellaneous areas, scenic turnouts, and trails; including areas accessible only by foot, in accordance with industry best practices and in compliance with all safety standards. o Possess all training, knowledge, and special skills to install any safety devices and follow all safety practices; and install any traffic control that may be necessary based on the work the Maintenance Crew is performing, in accordance with industry standards. o Manage multiple assignments throughout the workday and perform all work in accordance with industry best practices. o Respond to work requests after 5pm, on weekends, holidays, and on an emergency basis as needed by the city. o Participate in the City web-based work order system by receiving work order requests, inputting work orders, monitoring status, retrieving work orders, inputting before and after photos, inputting summary and status reports, and closing-out work orders. • Furnishing the Maintenance Crew with all minor equipment and tools to perform the services. The equipment shall include, at a minimum: o All personal protective equipment and safety devices necessary to perform the work, in accordance with industry standards. o One fully equipped stake bed truck having an attached traffic control electronic board. o The stake bed truck shall also come equipped with a 120/208V capable power generator and a gasoline-powered asphalt/concreate grinding machine. 0 I 203.0006/896962.6 A-I
F-25o Smart phones and tablets that can send and receive phone calls, text messages, and emails; and can connect to the City's website and existing web-based work order system, City Works. o The City may require the rental of equipment as determined by the City's Contract Officer, the cost of which will be reimbursed by the City. • Performing maintenance and repair including but not limited to: o Installing any safety devices and/or traffic control that may be necessary based on the work the Maintenance Crew is performing, in accordance with industry standards; o Roadways including asphalt maintenance and repair; o Sidewalks including concrete maintenance and repair; o Pavement markings including removing existing pavement markings and installing new pavement markings; o Traffic signs including repairing, removing and replacing, relocating, and installing new signs; o Traffic control including setting up traffic control to perform work, setting up traffic control for special events based on traffic control plans provided by the City, and deploying electronic message boards and speed feedback radar trailers provided by the City; o Storm sewers including cleaning and repairing storm sewer pipes and inlets; o Other work such as wood working, minor welding, moving furniture, stacking paper, moving boxes, janitorial work, filling and placing sandbags, litter pick-up, weed abatement, sweeping, vehicle porter service, power washing, clear right of ways during storms, minor tree work to clear traffic signs and traffic signals, removing debris from right of ways, removing graffiti, maintaining bus stop shelters, setting up for City Council and Planning Commission meetings, opening and closing gates, placing temporary barricades, cones, and delineators; and o Other assignments at the discretion of the Contract Officer. • Supplying the following estimated material quantities, which may be reduced or increased as determined by the Contract Officer.: o DOT rated asphalt cold mix 50Ibs bags o Concrete mix material 60Ibs bag o 5 Gallon Red Curb/Striping paint o 5 Gallon White Curb/Striping paint o 5 Gallon Yellow Curb/Striping paint o 5 Gallon Blue Curb/Striping paint o 2-inch square galvanized post 12ft Length) 01203.0006/896962.6 A-2 Qty 150 Qty 150 Qty 20 Qty 10 Qty 5 Qty 5 Qty 50
F-26*Concrete mix for repairs shall conform to the requirements shown in Section 201-1 and table 201-1.1.2 of the latest Green Book Standard Specifications for Public Works Construction. *Paint for striping and markings shall conform to the requirements shown in Section 214-4.1.and 214-4.2 of the latest Green Book Standard Specifications for Public Works Construction. *Cold mix asphalt shall be composed of a mixture of emulsified asphalt binder and aggregate. *Sign Post shall be Telespar (or approved Equal)2inch square 14 gauge pose with pre-punched holes at one inch (1 ") spacings. The City may require the use of other materials not listed, as determined by the City's Contract Officer, the cost of which will be reimbursed by the City. Work shall occur anywhere in the City and under varying weather conditions. A general map of City work areas is included below. Common areas include, but are not limited to the following: • Right of Ways o Palos Verdes Drive East from Palos Verdes Drive North to Palos Verdes Drive South o Palos Verdes Drive South from 25th street to Hawthorne Boulevard o Palos Verdes Drive West from Hawthorne Boulevard to Lunada Vista o Hawthorne Boulevard From Palos Verdes Drive North to Palos Verdes Drive South o Crest Road from Crenshaw Boulevard to Hawthorne Boulevard o Crenshaw Boulevard from Sea Crest Drive to Silver Spur Road o Western Avenue from Peninsula Verde Drive to Summerland Street o Silver Spur Road from Drybank Drive to Kingspine Road o Various residential streets • Facilities/Parks o Robert E. Ryan Park o Hesse Park o City Hall Civic Center o Point Vicente Interpretive Center o Del Gero Park o Vanderlip Park o Clovercliff Park o Abalone Cove Shoreline Park and Lookout o Ladera Linda Park o Eastview Park • Miscellaneous Areas/ Trails o Trails and beaches only accessible by foot 01203.0006/896962.6 A-3
F-27o Vista Point -Calle Entradero o Pelican Cove o Sacred Cove o San Ramon Canyon o Various trails o Various residential areas II. In addition to any required deliverables per Section I, above, Contractor will prepare and deliver the following tangible work products to the City: A. Completed Work Orders forms (electronic) including photographs (if required) on a daily basis. III. In addition to the requirements of Section 6.2, during performance of the Services, Contractor will keep the City appraised of the status of performance by delivering the following status reports: A. Verbal summary of any difficulties encountered during the performance of work through telephone calls or in personal conversations with City Maintenance Staff. B. Completed Work Orders will be closed out using the City's Work Order tracking system "City Works" at the end of each work day. IV. All work product is subject to review and acceptance by the City, and must be revised by the Contractor without additional charge to the City until found satisfactory and accepted by City. V. Contractor will utilize the following personnel to accomplish the Services: A. Mike Amundson, Estimator B. Chandler Oveson, Project Manager C. Rigo Bolanos, Superintendent D. Fabian Juarez, Foreman E. Juan Santillana, Lead Worker F. Laborer as approved by City's Contract Officer 0 I 203.0006/896962.6 A-4
F-28EXHIBIT "B" SPECIAL REQUIREMENTS (Superseding Contract Boilerplate) Added text indicated in bold italics, deleted text indicated in strikethrough. I. Section 1.9, Additional Services, is amended as follows: 1.9 Additional Services. (a) City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Contractor, 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 Contractor. Contractor shall not pe1form any work beyond what is approved by this Agreement absent express written authorization by City. Contractor is responsible for notifying City if requested work is likely to run beyond the annual compensation or the Contract Sum. (b) 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 Contractor that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services. Contractor 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 Contractor anticipates and that Contractor shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other Contractors. 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. (c) If in the performance of the Services, the Contractor becomes aware of material defects in the Scope of Work, duration, or span of the Services, or the Contractor becomes aware of extenuating circumstance that will or could prevent the completion of the Services, on time or on budget, the Contractor shall inform the City's Contract 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. 0 I 203.0006/896962.6 B-1
F-29EXHIBIT "C" SCHEDULE OF COMPENSATION I. Contractor shall perform the following tasks at the following rates for FY 2023-24. Increase rates for each subsequent fiscal year reflecting the CPI increase consistent with Section 2.1 shall be provided by Contractor and agreed to in writing by the City Contract Officer no later than 60 days prior to the start of each fiscal year. The new approved rates shall be incorporated into this Agreement: RATE/HR TIME SUB-BUDGET A. Lead worker $145.00 1,992 hrs $288,840 B. Laborer $130.00 528 hrs $68,640 C. Overtime $13,050 D. Materials $22,450 reimbursement FY 2023-24 $392,980 TOTAL ** Overtime applies to any work specifically requested by the City's Contract Officer to occur during City holidays, weekends, and hours after an 8 hour regular day. Overtime rates shall not be paid by the City to Contractor unless the Overtime is specifically approved in writing by the City's Contract Officer. Any unauthorized Overtime shall be the sole responsibility of Contractor. Overtime shall be at a rate of 1.5 times the regular hourly rate. II. Within the budgeted amounts for each Task, and with the approval of the Contract Officer, funds may be shifted from one Task sub budget 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 Contractor 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. 0120100061&96962.6 C-1
F-30IV. The total compensation for the Services shall not exceed the Contract Sum as provided in Section 2.1 of this Agreement. V. The Contractor's billing rates for all personnel are attached as Exhibit C-1. NOT APPLICABLE 0 l203.0006/896962.6 C-2
F-31EXHIBIT "D SCHEDULE OF PERFORMANCE I. Contractor shall perform all Services timely in accordance with the deadlines provided by the City's Contract Officer for each task. II. Contractor shall deliver the following tangible work products to the City by the following dates. See Exhibit A. III. The Contract Officer may approve extensions for performance of the services in accordance with Section 3.2. Any further extensions require City Council approval. 0 I 203.0006/896962.6 D-1
I-1
PROFESSIONAL SERVICES AGREEMENT
By and Between
CITY OF RANCHO PALOS VERDES
and
MSW CONSULTANTS
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AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF RANCHO PALOS VERDES AND
MSW CONSULTANTS
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 MSW CONSULT ANTS, 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 A11icle 1 of this Agreement.
B. Consultant, following submission of a proposal for the performance of the
services defined and described particularly in Article 1 of this Agreement, was selected by the
City to perform those services.
C. Pursuant to the City of Rancho Palos Verdes Municipal Code, City has authority
to enter into and execute this Agreement.
D. The Parties desire to formalize the selection of Consultant for performance of
those services defined and described particularly in Article 1 of this Agreement and desire that
the terms of that performance be as particularly defined and described herein.
OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants made by
the Parties and contained herein and other consideration, the value and adequacy of which are
hereby acknowledged, the parties agree as follows:
ARTICLE 1. SERVICES OF CONSUL TANT
1.1 Scope of Services.
In compliance with all tenns 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 wanants 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, perfonn 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 finns performing similar work
under similar circumstances.
1.2 Consultant's Proposal.
The Scope of Service shall include the Consultant's Proposal which shall be incorporated
herein by this reference as though fully set forth herein. In the event of any inconsistency
between the terms of such Proposal and this Agreement, the terms of this Agreement shall
govern.
1.3 Compliance with Law.
Consultant shall keep itself informed concerning, and shall render all services hereunder
in accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and
any Federal, State or local governmental entity having jurisdiction in effect at the time service is
rendered.
1.4 California Labor Law.
If the Scope of Services includes any "public work" or "maintenance work," as those
terms are defined in California Labor Code section 1720 et seq. and California Code of
Regulations, Title 8, Section 16000 et seq., and if the total compensation is $1,000 or more,
Consultant shall pay prevailing wages for such work and comply with the requirements in
California Labor Code section 1770 et seq. and 1810 et seq., and all other applicable laws,
including the following requirements:
(a) Public Work. The Parties acknowledge that some or all of the work to be
performed under this Agreement is a "public work" as defined in Labor Code Section 1 720 and
that this Agreement is therefore subject to the requirements of Division 2, Part 7, Chapter 1
(commencing with Section 1720) of the California Labor Code relating to public works contracts
and the rules and regulations established by the Department of Industrial Relations ("DIR")
implementing such statutes. The work performed under this Agreement is subject to compliance
monitoring and enforcement by the DIR. Consultant shall post job site notices, as prescribed by
regulation.
(b) Prevailing Wages. Consultant shall pay prevailing wages to the extent
required by Labor Code Section 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 p01tion thereof, for each worker paid less than the prevailing rates as detennined 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 Divis ion 2, Part 7, Chapter 1, Article 3 of the Labor Code.
Pursuant to Labor Code section 1815 , work performed by employees of Consultant in e xcess 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 e xcess of 8 hours per day at not less than one
and 1 ½ (one and one half) times the bas ic 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 compens at ion to its
employees if it has employees. In accordance with the provisions of California Labor Code
Section 1861 , Consultant certifies as follow s :
"I am aware of the provisions of Section 3 700 of the Labor Code which require
every employer to be insured against liability for workers' compensation or to
undertake s elf-ins urance in accordance with the provisions of that code, and I will
comply with such provisions before commencing the performa nce of the work of
this contract."
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Consultant's Authorized Initial ~ [ <;
(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 s hall
indemnify, defend and hold harmless City, its officers, employees or agents of City, against any
such fees, asses s ments, taxe s, penalties or interest levied, assessed or imposed against City
hereunder.
1.6 Familiarity with Work.
By executing this Agreement, Consultant warrants that Cons ultant (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 exi s ting, prior to commencement of services
hereunder. Should th e 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 rea sonable 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 sh all be
responsible for all s uch damages, to persons or prope rty, until acceptance of the work by City,
except such losse s 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 patiies 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 scop e , 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 for Fiscal Years 2023-24 through
2025-26, including reimbursement for actual expenses, shall not exceed $379,090 {Three
Hundred Seventy-Nine Thousand Ninety 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 exp enses 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 incun-ed 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 perfonned by Consultant.
ART ICLE 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 purs uant to this Agreement upon receipt o f 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
r eference. When requested by the Consultant, extensions to th e 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 (si xty) days cumulatively.
3.3 Force Majeure.
The time period(s) specified in the Schedule of Perfonnance 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 weath er ,
fires, earthquakes, flood s, epidemics, quarantine re strictions, riots, strikes , freight embargoe s,
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 noti fy 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 recov er 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 Tur!!!.:
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,
2026, except as otherwise provided in the Schedule of Performance (Exhibit "D"). The City
may, in its sole discretion, extend the Term by an additional three years.
ARTICLE 4. COORDINATION OF WORK
4.1 Representatives and Personnel of Consultant.
The following principals of Consultant ("Principals") are hereby designated a s 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:
David Davis
(Name)
Girard Mobley
(Name)
President, Project Manager
(Title)
Senior Consultant
(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 Agre ement.
Therefore, the foregoing principals shall be responsible durin g the term of this Agreement for
directing all activities of Consultant and devoting sufficient time to persona lly s upervise 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 b e 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 purs uant to this Agreement.
Consultant shall make every reasonable effort to maintain the stability and continuity of
Consultant's staff and subcontractors, if any, ass igned to perform the service s required und er thi s
Agreement. Consultant shall notify City of any change s 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
pers onnel, 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
s uch authority is expre ssly conferred under thi s A greement 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 Vanessa Hevener, Project Manager, or such person as may
be designated by the Director of Public Works. 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 b e 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 Con sultant, its principa ls 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, n e ither 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
injmy, personal injmy, 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 perfonned 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-
contributoty 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 in s urance
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 Siz e Category Class VI (or larger)
in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by
the City's Risk Manager.
(f) Waiver of subrogation. All insurance coverage maintained or procured
pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or
appointed officers, agents, officials, employees and volunteers or shall specifically allow
Consultant or others providing insurance evidence in compliance with these specifications to
waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery
against City, and shall require similar written express waivers and insurance clauses from each of
its subconsultants.
(g) Enforcement of contract prov1s10ns (non-estoppel). Consultant
acknowledges and agrees that any actual or alleged failure on the part of the City to inform
Consultant of non-compliance with any requirement imposes no additional obligations on the
City nor does it waive any rights hereunder.
(h) Requirements not limiting. Requirements of specific coverage features or
limits contained in this section are not intended as a limitation on co v erage, 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.
(]) Separation of insureds. A severability of interests provision must apply for
all additional insureds ensuring that Consultant's ins urance 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,
s ubcontractors , 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 s uch 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 cos t 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 tenn, 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 perfonnance 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 des ign services, the co st 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 b e ing designed.
6.3 Ownership of Documents.
All drawings, specifications, maps, d es igns, photographs, studies, surveys, data, notes,
computer files, reports, records , document s and other materi als (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 prope1iy 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 Contidentialitv 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 reta ins 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.
0 I 203.0006/89 7798. I 15
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ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION
7.1 California Law.
This Agreement shall be interpreted, construed and governed both as to validity and to
performance of the parties in accordance with the laws of the State of California. Legal actions
concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be
instituted in the Superior Court of the County of Los Angeles, State of California, or any other
appropriate court in such county, and Consultant covenants and agrees to submit to the personal
jurisdiction of such comi 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 perfonned
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. Tn the event that any claim is made by a third patty, 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 s hall 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 tenn, condition, or covenant of this
Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any
party of any breach of the provisions of this Agreement shall not constitute a waiver of any other
0 l 203.0006/897798. l 16
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provision or a waiver of any subsequent breach or violation of any provision of this Agreement.
Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of
the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by
a non-defaulting party on any default shall impair such right or remedy or be construed as a
waiver. Any waiver by either party of any default must be in writing and shall not be a waiver of
any other default concerning the same or any other provision of this Agreement.
7.5 Rights and Remedies are Cumulative.
Except with respect to rights and remedies expressly declared to b e 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
oth e r 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
s pecific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain
any other re medy 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 tennination 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 detennined by the Contract Officer. Upon receipt of any notice of
termination, Consultant shall immediately cease all services here under 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 tem1ination 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 tota l cost for completion of the services required hereunder exceeds the
0 I 203.0006/897798. I 17
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compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate
such damages), and City may withhold any payments to the Consultant for the purpose of set-off
or partial payment of the amounts owed the City as previously stated.
(b) Consultant may, after compliance with the provisions of Section 7.2, terminate the
Agreement upon written notice to the City's Contract Officer. Consultant shall be entitled to
payment for all work performed up to the date of termination.
7.9 Attorneys' Fees.
If either party to this Agreement is required to initiate or defend or made a party to any
action or proceeding in any way connected with this Agreement, the prevailing party in such
action or proceeding, in addition to any other relief which may be granted, whether legal or
equitable, shall be entitled to reasonable attorney's fees. Attorney's fees shall include attorney's
fees on any appeal, and in addition a party entitled to attorney's fees shall be entitled to all other
reasonable costs for investigating such action, taking depositions and discovery and all other
necessary costs the court allows which are incurred in such litigation. All such fees shall be
deemed to have accrued on commencement of such action and shall be enforceable whether or
not such action is prosecuted to judgment.
ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMJNATION
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,
partners hip 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.
0 I 203.0006/897798 . l 18
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8.3 Covenant Against Discrimination.
Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons
claiming under or through them, that there shall be no discrimination against or segregation of,
any person or group of persons on account of race, color, creed, religion, sex , gender, sexual
orientation, marital status, national origin, ancestry or other protected class in the perfonnance 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, ancestty 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 cov ered 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' fee s,
incurred by City.
ARTICLE 9. MISCELLANEOUS PROVISIONS
9.1 Notices.
Any notice, demand, request, document, cons ent, 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 o f 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 cha nge of
address in writing. Notice shall be deemed communicated at the time pers onally 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 construe d in accordance with the meaning of the
language used and shall not be construed for or against either party by reason of the a uthorship
of this Agreement or any other rule of construction which might otherwise apply.
9.3 Counterparts.
Thi s Agreement may be ex ecuted in counterparts, each of which s hall be deemed to be an
orig inal, and such counterparts shall constitute one and the same instrument.
0 1203.0006/897798. l 19
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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 vio lation of any State or municipal statute or regulation. The detennination 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 re sult 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 conse quence 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_ V_,)_ 1M__ >I'?
0 I 203 .00 06/897798. I 20
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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 authoriz ed to execute and deliver this
Agreement on behalf of said party, (iii) by so executing this Agreement, such party is fonnally
bound to the provisions of this Agreement, and (iv) that entering into this Agreement does not
violate any provision of any other Agreement to which said party is bound. This Agreement shall
be binding upon the heirs, executors, administrators, successors and assigns of the parties.
[SIGNATURES ON FOLLOWING PAGE]
0 l 203.0006/897798 . I 21
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IN WITNESS WHEREOF, the paiiies hereto have executed this Agreement on
the date and year first-above written.
ATTEST:
Teresa Takaoka, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
W illiam W. Wynder, City Attorney
CITY:
CITY OF RANCHO PALOS VERDES, a
municipal corporation
Barbara Ferrraro, Mayor
CONSULTANT:
!Y By: __ ~~~--~------
Name: David Davis
Title: President
By:--t::::::,,-"'4-7'-~~~~~;L_,.!!:;.._~:::::5:11,,-
Name: Chnsinda Davis
Title: Secret ary/Treasure
Address: 41760 Ivy St., Suite 203
Murrietta, CA 92562
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 REGULA TIO NS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY.
0 I 203.0006/897798. I 22
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EXHIBIT ''A"
SCOPE OF SERVICES
I. Consultant will provide the following waste hauling support services:
Task-1 Implementation Technical Assistance related to SB 1383, AB 341, and AB
1826
Consultant will provide continuous technical assistance with the various tasks associated
with the implementation and compliance of state recycling laws including, but not limited
to, AB 341, AB 1826, and SB 13 83. Consultant will assist the City in areas such as
monitoring, enforcement, product procurement, and recordkeeping. Consultant will
perform many of these tasks with the help of a cloud-based software solution
'Minerva™'.
Task-2 Technical Assistance to Restaurants, Businesses, and Multi-family to
Maintain and Develop Recycling Programs
In conjunction with Task 1, Consultant will use Minerva™ software to conduct site visits
including but not limited to Tier I and Tier 2 edible food generators, business, and multi-
family complexes in the City. Consultant will provide and document technical recycling
assistance to implement and/or expanded recycling programs, training and education
materials and employee training, assistance with recyclables and organics storage
container selection, assistance in identifying which materials can be recycled, and
technical recycling assistance to business groups, HOAs, etc.
Pursuant to SB 1383 (and the City's municipal code) all businesses and multi-family
complexes in the City must either:
• Subscribe to organics collection service;
• Demonstrate that they s elf-haul their organics (if applicable); or,
• Obtain an SB 1383 waiver from the City.
Consultant will perform the following tasks:
• Contact and visit each business and multi-family complex and:
0 I 203.000 6/897798. I
o Inform the businesses about State and local recycling laws.
o Asses s the business' current waste stream and disposal practices.
o Right-size the current level of waste and recycling bins.
o Notify the customer of the level of required recyclables and organics
collection services.
o Notify and follow up with hauler of the new services to be started at the
business.
o Update the new service information in the Minerva database.
A-1
I-25
Task-3 Solid Waste Franchise and Non-Franchise Agreements Implementation and
Tracking
Consultant will provide support to the City with the administration of the City's exclusive
and non-exclusive agreements with its solid waste haulers.
Consultant will assist the City by preparing reports for CalRecycle (via LARA),
preparing grant applications, and attending meetings.
Consultant will gather and prepare the information needed to prepare and submit the
Annual Report to CalRecycle (and LARA). This will include all the AB 939 program
information, the AB 341 and AB 1826 information (MCR and MORe), and SB 1383
information. Consultant will gather information from various sources (EDCO Disposal,
commercial haulers, the City, outside sources, etc.). Consultant will provide this
information to LARA (i.e., enter it into the LARA database).
Consultant will prepare any other CalRecycle reports such as Form 303. Consultant will
also prepare any monthly updates and attend any CalRecycle monthly conference calls
and LARA quarterly meetings.
Deliverables:
• CalRecycle Annual Report
• Form 303
• Attendance at CalRecycle and LARA meetings
• Grant applications
• Any other reports needed by Ca!Recycle
Task-4 Construction and Demolition Debris Program Administration
The purpose of this task is to ensure the City is complying with the CalGreen C&D
recycling requirements . The CalGreen requirements that are incorporated into th e City's
municipal code require that all construction and demolition contractors divert at least
65% of the C&D material they collect in the City. The City accomplishes this by
requiring applicants of all covered projects to submit a waste management plan upon
project approval and delivering all C&D material collected in the City to an approved
C&D diversion facility.
To complete this task, Consultant will:
• Assist City staff with monitorin g and compliance with Construction and Demolition
(C&D) program.
• Provide technical assistance to City staff and contractors regarding compliance with
C&D requirements.
• Advise City staff on enforcement for non-compliance.
Deliverables:
01203.0006/897798. I A-2
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• Technical assistance
• Advice on enforcement
• Review of quarterly reports of all covered projects
Task-5 Coordination Meeting
Consultant will coordinate and attend bi-monthly meetings with City staff to provide
status updates, review implementation issues, and provide input for any new or upcoming
laws and regulations.
Deliverables:
• Meeting agendas
• Project status updates
Task-6 Perform Other Duties as Assigned by the City
From time to time, the City may need assistance with special studies and projects to
address changing regulations or circumstances. The purpose of this task is to assist the
City on an ad-hoc basis by performing various studies, surveys, or projects. Consultant
will use their expertise and knowledge to conduct special studies and project as directed
by the City. At the sole discretion of the City, such services may include, but are not
limited to, the following :
I) Negotiating an exclusive commercial franchise agreement with EDCO in 2025;
2) Managing grants for the City; and,
3) Monitoring and assisting on legislation that may affect the City's solid waste
program.
Deliverables:
• Any special studies or projects, or contract negotiation assistance
• Grant applications and entries into grant management software program
• Assistance and advice on potential legislation or legal cases that may affect the City
0 I 203.0006/897798. I A-3
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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]
0 l 203 .0006/897798. l B-1
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EXHIBIT "C"
SCHEDULE OF COMPENSATION
I. Consultant shall perform the following tasks at the following rates:
Tab le 1 -Propos ed Fees · Ju ly 1, 202 3 -June 30, 2024
h~I I
o.,. Oa,t, IGiwdMol>lc,l l u<.i>Ali" I Ka·vb I Tot•I Uou r. I OucrfotJon ProJca Ptojt-tt Pr1;>Jt:et ~rl<d«fid, To t al Co~t
Dktd.01 Ma n11~r An:1:ly1l
Ptoft!rt
, __ ..
1 "'1p lt~t•tlon Ttthnbl Anbto-.... ,.., to sa 1)13, A81•1. ••d AD 18 26
1.'u • i1oM ~ ~r,fo1<.t111L'r ,t , ,~tu1 ,:H,("e;.,,ng. J J1d 1et'01t1rg • a % 32 140 $2-1.160
l/iht'l._ 1
2 Pto't"irJe T ectu)k.)I A»Ua.n,c :u Re~1.1ur~nb, C.U:.5n~:id rand Mutti•f•mily
"ro .... Jr 1t'."d I lt.41 ,l \~l.bifl(C ,If j 1oite v1!.1t •. 2 2 64 2• 1) S !S ,730
3 Sold W~it• FrandlM 10d Nan,,fn nchiseAgtfffflettt tmp!tme"l\tation .and Triu.-.,
Rl"o'11.•.v rt--po rt. ,md ... m ,c,~v onden,e ~i.b mlth•d b v t,lu~,~ 2 a 16 2 18 S~.090
,\:.~1:,t .... ,th .)l?rt . ..ll. rc:-d WJ~tt.' J UJ 1l \ :.nd '.M t..tm.in.:.t lun 11t0n;l.:H1ns l • l& 1: 3J SS ,860
A~•.1~1 iTl lf•~ 01rp.U.1\"10 t.,I tl,e (,\1 l 40 6 s ss $!0)!60
{'(H,i .:,n4!e ~uugr .. n 1 tt11p tt-t1M tJl~n l r ~U.1ri; b y.:1..j1t ,•d•( n 1l•ftl1 gr. witri ("11'"' • • 4 • 16 S2.9'0
• Con~1n1ctlof1 tin-d o.mo&don Debtk Prop111m Admln
1-\i1.l•.tCtty 11...iff Wttfl mentor•n~ ON! lCJmvi~J IKC ~ • 12 • 28 ~lj .180
H'uv J t' tc-d,n K.J I J :,.rnl.1 11ct:t ] ,. 1l ,I 21 $3 ,9 10
,\d ,1~ ~:~If 0 8 & 0 n ~290
5 Coo,din:atc: Mcctto11
Ctk.,1'.! n.,te i , J .-Ht'f'd b1•tt11,md,t,.. Wl!'ft.t,i;\ vutl Cir, U.ih ,: !2 2J 1 42 $7,690
' ,Mor,n Other Dlltle.t at Aisc,wd by City
h•1 l l;tlri Lill ,:1 J t:t ,i;~ .I\ .-li.~,.:1.~J L 'f I! t: (•IV a Ii> 2J g so. srn,1..:u
R., .·it.•N l t•~Jf..h J-:: .. i~t:'. ,h\L)l Of 1..ptOl l'IO't, "' J 4.\J t t c M k•g .. l a b.JU s ll l l • 3G $6.7.:o
At.~htJ ft t w .d , :..f t'"IJJ I lfll( c .. rne-t \\,.le s, ;u ts.. rf'S).:,,,! h ~S I r c11 ti I lO) t., t .r-d 011, J ud • 4 24 ~ 3& S. 4<0
[!t1•1.1i•~Cm1.llrt •( ~ .... •.:.1,
Tot.ti ~w ,., ~ 1:'6 3 13 1()6 (10
t!ut.rl1~1t-$2l0 $19S $17S Sl!iS
Subtot al f ~H SU,180 Sl4,S70 SSS,C.50 $16.740 $109,140
01203.0006/897798. l C -1
I-29
Table 2 -Proposed Fees • July 1, 2024 -June 30, 2025
r.~I I D.l ve D>"-> 1Ci•ud Mcbltyl l uGo> Arla> I K.ayb I r a1 .i u..,,... l 0~,ai pUan Pro lt<t Pro)ffl Pro ject Fr Jfdcrlch To t'.a l CO.lt
Oit~or Ma n ailltr A,u1"'°'t Prolt<t
1 tmpltmm\aUOft Tethnldl Aubt1nce !<lated t o SI U IJ, Al34I, and Al W .6
t/u f\l1 0f lf\lj,. w 'o:<.1:n,er:t. f t l.Uf .!l t t'i;111g. .)•1 d lt;,Pt.11\{I g J • 96 JI l40 $i?~,560
,.,,,~c:f'l:1 $17::.00
2 Pro-Ade Ttehnk'.al Ait.bt•nft t a llltstaur.,anL,. lu,lnttSHi and M utd,1,mlly
rtut,;dt! lrtlu tr • .)l ,1~1tttAn-.~ .1 rd ~II ~ 1;l1,1b 2 ~ 6 4 24 9} S!6.0S.0
3 SOid Wu tt F11ndlll• •nd Not>-fr 1ndlllt Agtetmfflt ifflplemtntlllon and Tlld<ine
lit ,•i• .,, •t-1,0 1•~ ,:I t1 .~•· II°"' pu t ,t.!~• i.t' • \.L 111 ,\h 1<l l 'I h,;L '••1:. 2 ll I t : :i ;:.n;i
.i\v,.i:.t \\hh .ill 1f!~4 11cd w .1:~h: au<1 ,1s J rid t.01 t...unln1ttio11 monftJ\1"18 2 4 16 12 .l-1 ~6)0(\
•h'.i:.I In tf f" O r 'tU,Jl<1!.,(HI {..I l h" r ;\l 2 40 8 8 ;s $!!.440
Cvcu .:m11te prc;,5,.1111 ur1p',n t>1•!;1h{J!' Ir .11.111 g t,y cu,11 l t1i p 1ht!t:-l iqt\ •..:Uh {'11-y 4 • ., • H, S1.10u
4 Conn,1.1ttion and o~molUon Otll!btb Pro-aram Admln
,\\d..t City \1a't w 1~h 1tu:nt.c:u11 ¥ 11nd um i,ii..'l m;(' 8 4 11 • 2S ~SAoO
Pruv,t!C' t(\(l 1111..11 li'.,\ULlth,.t' 2 • 12 • 22 5 4.1~0
Adv1)= 11.,11 R ~ 6 0 12 $.t ,510
s C-dlo ll~ Mo<rtlop
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6 Petform Othet Dutlt t a s AH'tn«i by City
:,.,f .•111 v ii ••td<..l • J I ,t~ • .,;1 t".! b , tt:-~ r,• s ... 14 s ~(, $:1'"00
fir.~1~. h" .,_,,W , J .! .-1:,r, .J\3\lt .;,r-LU{(Jn'til•{: J l ,d <.ul h ,1111 ~f1.!\l o1!1u<'I s !Z 12 • 36 S 7 100
,'\h hl1u ·o.c w ~ 1,11~~.H1,nn5 C.tlFh··.'t'tk ,;1o11 U , tt'p.o,liritt l i orrn 301, U\t'd 0 ,1 Jlld • • 24 J 3(, $6,!:00
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Tett.1 1 tfotH ~ 5S 126 s:1 108 6 10
ttu1.1 ly~1e SllO S20S SlaS Sl 6S
Sub tvt.11 Frc-\ $12 ,7.0 $2.1 ,8]0 SSS.SJO $17,62 0 $1]2.2¢0
0 I 203.0006/897798. I C -2
I-30
Tab le 3 -P roposed Fees -Ju ly 1, 202 5 -Jun e 30, 2026
T•~ I f"'ota l Ybt l tJuty 1... 2O2.S June 30. 2026) I I I I I To t,llt<,u,< I Om, Git-i1d Wos. K.syl• TotalCou D~scrlpllon
I lmplcm.,.lllllon T e<two:ol Auln ..... ''""""' la 51 13&3, Al lU. •nd Al 1125
~.'u 11i!ut1f'&, 1!'n'o,l.f"1t1f'i.t , tM:.Of~l ~r:pm5, rand 1~01tJ1·0 • a 96 l2 140 $26,910
t/it,~I \.J 5 !7.000
2 PrC'Adt:le<:hnk411 Aatbt11'1C'c t o Rn t aur.anu , Gu)tnU)M ,nd Muft i-f1:nlly
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] Sold W:nt e Fr"1nd1kw an d Non-tr.anddt.~ A&fclt:fflt..nl lmplcm111t iaUon and Tr.acklnc
fl ..._t(-..,, 11 ;;,()r h-irtl t'Cr11••lJ(l11dn"C'° ·1.t.H1• tt~d I y '1.)r.,'•·r , 1 5 16 1 I~ 55-~10
A~\i::.t \\Ith .all ,,....:1,.,1c,J w J ,h• uu.JJt.s .1nd cortuni,1.i li uu n ,0111 t:;,e1110 2 4 16 I ~ J ,t 56.SZO
A)-.IH h , t! c Or,rp.,111~tl o l tl ,e CA~ 2 40 8 a SB s:1112O
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• ConSlNdlon i n d l>tmoltJon Debris. Pra,:r•m Admln
A\!.l\t C,ty \I.a rr Wt 1h m f'tlt!HU•il, ,,U'!d t.Ornp Wjifl(.e 8 • 12 ' 28 SS.72O
?ru11K.1~ tcd l"tC..11 a~e.l..tnt.c z J l l • 22 $4 .l>O
•\<M'-4e ~, .. 11 R a 6 0 22 S.U~90
s CoordJn a lt: M«Hn;s
Co c11 .J,r..1 h! .and J 1tl"nd tM '"°"~~ ntNtw•~ 'with C,t., i t.if( ' I? 24 2 •2 s s,.;10
' PMOfmOthet Dutlfi .. A<,.,,..iby City
='t:".11!),lfT\ Ull ,l"I d i..l ,t"l .n •h~'6f r~ lty !t r C,i-,. a 16 2 ! 8 Sf, $11.:?80
R~w .. ,.n:•~3,r<J1, .dvit C" • .i~\b1 or t.l llut ll;ng .md .. u:rt"f;I 1(-\:1:.li.ltkJf• a 12 1: • J6 $7,4()<)
A;.~i•.t .u "'c:-.... ,tt. ~1rp J11r1~ c .. ,R~ !cg1.,n~.r~uo rllnq::-u1-ml0l \.H-e t!Oll .,h:J • J n""'~r .i8e<"unt.i 1nt't Ci.:f c .t;.;-t<) .?<t ., 36 ~7 140
T C!JI d u J 11, ss H G 31! 10 8 6 10
ho1,rly~t'° S 2l0 $l!O $195 5 175
5'1btot al F'r~i $13,340 $26,CGO $62,010 SU!,900 $137,710
II. Within the budgeted amounts for each Task, and with the approval of the Contract
Officer, funds may be shifted from one T ask 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.
IV. The total compensation for the Services shall not exceed the Contract Sum as
provided in Section 2.1 of this Agreement.
0 l 203 .0006/897798. l C-3
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EXHIBIT "D
SCHEDULE OF PERFORMANCE
I. Consultant shall perform all Services timely in accordance with the Scope of Work,
including but not limited:
a. Beverage Container Recycling City/County Payment Program: Application due
September/October; Annual Report due April
b. Used Oil Payment Program: Application due June; Annual Report due August
c. HHW Grant: Application due June
d. CalRecycle Annual Report: Via LARA due August
II. Consultant shall deliver the following tangible work products to the City by the
following dates: NI A
III. The Contract Officer may approve extensions for performance of the services in
accordance with Section 3.2. Any further extensions require City Council approval.
0 l 203.000 6/897798. l D-1
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PROFESSIONAL SERVICES AGREEMENT
By and Between
CITY OF RANCHO PALOS VERDES
and
YUNEX,LLC
0 I 203.0006/89 77 99.3
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AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF RANCHO PALOS VERDES AND
YUNEX,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 YUNEX, LLC, a Delaware 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
sha·ll 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
0 I 20 3.000 6/89 779 9.3
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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 Paities 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
0 l20 3.0006/89 77 99 .3 2
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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 pe1jury , 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 record s .
(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 Reg ulations 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 v e rified statement of the journeyma n and apprentice
hours performed under this Agreement.
(f) Eight-Hour Work Day. Consultant acknowledges that 8 (eight) hours labor
constitutes a legal day's work. Consultant shall comply with and be bound by Labor Code
Section 1810.
(g) Penalties for Excess Hours . Consultant shall comply with and be bound by
the provisions of Labor Code Section 1813 concerning penalties for workers who work excess
hours . The Consultant shall , as a penalty to the City, forfeit $25 (twenty five dollars for each
worker employed in the performance of this Agreement by the Consultant or by any
subcontractor for each calendar day during which such worker is required or permitted to work
more than 8 (eight) hours in any one calendar day and 40 (forty) hours in any one calendar week
in violation of the provisions of Division 2 , Part 7 , Chapter 1, Article 3 of the Labor Code .
Pursuant to Labor Code section 1815, work performed by employees of Consultant in excess of 8
(eight) hours per day , and 40 (forty) hours during any one week shall be permitted upon public
work upon compensation for all hours worked in excess of 8 hours per day at not less than one
and 1 ½ ( one and one half) times the basic rate of pay.
(h) Workers' Compensation. California Labor Code Sections 1860 and 3700
provide that every employer will be required to secure the payment of compensation to its
employees if it has employees. In accordance with the provisions of C a lifornia 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 th e provisions of that code, and I will
comply with s uch provisions before commencing the performance of the work of
this contract."
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(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 insfructions
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.
0 I 203.000 6/897799.3 4
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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 thi s 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.
01203.0006/897799.3 5
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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 $195,000 (One Hundred Ninety Five Thousand Dollars) (the
"Contract Sum"), unless additional compensation is approved pursuant to Section 1.9. Method of
Compensation.
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.
0 I 203.0006/897799.3 6
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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
01203.0006/897799.3 7
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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 June 30,
2026 from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit
"D"). The City may, in its discretion, extend the Term by one additional three-year 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:
Steven Teal
(Name)
Michael J. Hutchens
(Name)
Director of Service
(Title)
West Operations Manager
(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
01203 .0006/8977 99.3 8
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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 Ramzi Awwad, Director of Public Works, or such person as
the Director may designate. 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.
(t) 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-
coritributory 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 prov1s1ons (non -estoppel). Consultant
aclmowledges 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.
U) 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.
(I) Separation of insureds. A severability of interests provision must apply for
all additional insureds ensuring that Consultant's insurance shall apply separately to each insured
against whom claim is made or suit is brought, except with respect to the insurer's limits of
liability. The policy(ies) shall not contain any cross-liability exclusions.
(m) Pass through clause. Consultant agrees to ensure that its subconsultants,
subcontractors , and any other party involved with the project who is brought onto or involved in
the project by Consultant, provide the same minimum insurance coverage and endorsements
required of Consultant. Consultant agrees to monitor and review all such coverage and assumes
all responsibility for ensuring that such coverage is provided in conformity with the requirements
of this section. Consultant agrees that upon request, all agreements with consultants,
subcontractors, and others engaged in the project will be submitted to City for review .
(n) Agency's right to revise specifications. The City reserves the right at any
time during the term of the contract to change the amounts and types of insurance required by
giving the Consultant 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 actio ns , 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 asse11ed 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 s hall 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 auth'orizes 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 patty 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 oflnterest.
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. § I 101 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
patty 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 modification s 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 patty 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.
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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, exec utors, administrators, successors and assigns of the parties.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date and year first-above written.
ATTEST:
Teresa Takaoka, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
William W. Wynder, City Attorney
CITY:
CITY OF RANCHO PALOS VERDES, a
municipal corporation
Barbara Ferrraro, Mayor
CONSULTANT:
Name: Michael J. Hutchens
Title: West Operation Manager
Address: 2250 Business Way, Riverside, CA
92501
Two corporate officer signatures required when Consultant is a corporation, with one signature required
from each of the following groups: 1) Chairman of the Boa rd, 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.
0 I 203 .000 6/897799.3 22
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ACKNOWLEDGMENT
A notary public or other officer completing this
certificate verifies only the identity of the individual
who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or
validity of that document.
State of California
county of Riverside
on June 12th, 2023 before me Candace Gallaher -Notary Public '------------------(insert name and title of the officer)
personally appeared Steven Teal & Michael Hutchens
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s)-is/are
subscribed to the within instrument and acknowledged to me that t:telst=le/they executed the same in
.laistl:ler/their authorized capacity(ies), and that by h~fhe r/their signature(s) on the instrument the
person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
(Seal)
CANDACE GALLAHER
Notary Public • California
Rivers ide County
Commission # 2300629
My Comm . Expires Aug 8. 2023
z z ,.
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EXHIBIT "A"
SCOPE OF SERVICES
I. Consultant will perform the following Services relating to the maintenance of the
streetlight system :
A. Standard Streetlight Maintenance and Operation
Consultant will perform standard streetlight maintenance and operation services on behalf
of the City as detailed below.
• Biannual night survey of streetlight system: Consultant will survey biannually, all
City-owned streetlights to identify any that are non-functioning. For each survey
performed, Consultant will provide a report to the City with all locations that need
repair. The report will include the pole number and the nearest street address.
• Streetlight outage response, diagnosis , and repair of system components owned by
the City and included in the associated scope of this contract. Streetlight system
components include LED luminaires, photocells, mast arms, dedicated cables and
wires, and all other equipment and materials necessary for the safe and effective
functioning of the streetlight system. Maintenance of streetlight poles is not
included. All inoperable lights or components will be repaired within five (5)
working days or less.
• Replacement of faulty equipment, as needed . Consultant will be responsible for
pursuing material warranty claims. In the event that a material item is not covered
under warranty and needs to be replaced the consultant will bill the City based on
the rates in Exhibit C.
• Cleaning of the streetlight luminaires while completing service requests.
• Utilization of traffic control and safety equipment as required to protect
Consultant's technicians and the public.
• Consultant call and dispatch center (1-800-229-6090) will be available to the City
and the members of the community 24 hours a day , 7 days a week on Consultant's
website and through Consultant's app. Access to report an outage will also be
available via the internet.
• Consultant will provide a maintenance website for City staff to access. This will
provide the City an up-to-date summary of current and completed tasks.
• Coordination with city staff, residents, and businesses as needed for repairs of
difficult to access lights.
0 I 203 .000 6/8977 99.3 A-1
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• Monthly outage/failure rate reports.
• A comprehensive report will be provided to the city on a quarterly basis. The
information provided to the city will capture all outages and suggested repairs
observed during a night-run assessment.
• Consultant Service Account Manager will provide notification of any major work
to be performed in the City.
• Consultant to notify SCE in the event of a power failure to streetlight fixture.
• Consultant to notify City if the need for tree trimming is observed during
maintenance activities and during the night check.
• GIS map updates when new poles are added .
B. Extraordinary, Emergency, and After-Hours Maintenance
For streetlight maintenance issues that fall outside of the standard maintenance scope, the
Consultant will provide services billed on a time and materials basis. Items such as traffic
accidents, tree falls, or power surges may occur, resulting in the streetlights being
damaged and needing to be replaced, though the frequency may vary considerably. These
items are being defined as Extraordinary, Emergency and After-Hours maintenance and
not included in the base monthly fee for standard maintenance.
Individual costs based on unit costs or base assumptions for the level of work have been
included in Exhibit C and will form the basis for a work submittal and approval process
to the City . All Extraordinary, Emergency and After-hours Maintenance work must be
preapproved by the City prior to the work being completed. The following items have
specifically been identified as, but are not limited to, Emergency and After-Hours
maintenance:
• Emergency response-24 hours and day 7 days a week
• Streetlight knockdown repair
• Overhead wiring replacement
• Pole graffiti abatement
• Pole. painting entire pole
• House side shield purchase and installation
• Other streetlight related repairs
0 I 203 .0006/897799.3 A-2
J-27
II. As part of the Services, Consultant will prepare and deliver the following tangible work
products to the City:
City staff may request that check-sets or working versions of documents be submitted for
ongoing routine review. City staff will review all deliverables, including preparatory or
record materials for service deliverables, and provide comments. Yunex is required to
revise draft deliverables to address City staffs' comments.
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 and Quarterly Report: Consultant will provide monthly and quarterly
reports on streetlight system reviews and reports including outage/failure rate, tree
trimming, and suggested repairs observed during a night-run assessment.
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. Personnel will be assigned as needed.
0 I 203.0006/897799.3 A-3
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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]
0 l203.0006/897799.3 B-1
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I.
II.
III.
EXIDBIT "C"
SCHEDULE OF COMPENSATION
Consultant shall perform the following tasks at the following rates:
Tasks Annual Cost Total Cost for 3 Year Term
Regular Maintenance & $19 ,429 $58,287
Operation
Extraordinary, E mergency, and $45 ,571 $136,713
After-hours Maintenance
$195,000
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.
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, materials, and equipment are
attached as Exhibit C-1.
0 I 203.000 6/89 779 9.3 C-1
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EXHIBIT C-1
PERSONNEL, MATERIAL, AND EQUIPMENT RATES
Labo r Rates
Item Description Un it Re<iular T ime • Overtime '-Premium Time *
Str eet l ight Elect rician/ Tec hn ic ian Houri;• $.135.00 S170 .00 $200.00
Fo r em an / Lead Tech Ho uri;• $145.00 5180.00 $2 15.00
Labore r Hou r ly $104.00 $150.00 $1 50.00
En e rgy Eng ineer) Hour ly $150.00 $1 50.00 $15 0.00
" Work H ours are as follo w s:
► Reg ular Ho u rs a re Monday t h ru Fri day (exclu d ing• ho lid ays) fr om 7:30am to 4 :00pm.
, Overtime Ho urs are Mo nday th ru Fri day aft.e r t hese work hours fo r t he first fo u r straight hours o n a ny
j ob as we ll as Sat u rd a y fo r t h e initia l 8 worki ng hours.
► Pre mium Hours are Mo n day t hru Fri day a fter fo u r ho u rs of OT o n any one job, Saturdays afte r 8 hours
o n any o ne job, all day Sunday starting at "12:00am u nt il Monday at 7:30am a nd a ll h o lidays starting at
·12:00 a m u nt il t h e n ext morning at 7:30am.
E :qu1p m en t R t a es
Item Description Unit Per Hour
Buc ket Truck H ou rly $32.00
Service T ruc k w/gen erator an d t o ols H ou rly $28.00
Crane Truck H ou rly $70.00
A rro w Boa rd H ou ri~• $5.00
Comp resso r Hou ri ~· $10 .00
Materials
Item Descri t ion Unit Mark-U 96
M ateri als p lus mark -u p 15%
St reetli ht Maint enance and O era t ion
Item Description Unit Quan tity Each Monthly Annual
Sta n dard Streetlight Operations an d M aintenanc e EA 1,799 $0.90 $1,619.10 S19,4 29.20
0 1203 .0006/897799.3 C-2
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EXHIBIT "D
SCHEDULE OF PERFORMANCE
I. Consultant shall perform all Services timely as follows:
A. Routine Maintenance:
B. Emergency Response:
Maintenance Response within five (5) days of notification
Emergency Response within two (2) hours of notification
II. Consultant shall deliver the following tangible work products to the City by the
following dates.
III. The Contract Officer may approve extensions for performance of the services in
accordance with Section 3.2.
01203 .0006/897799.3 D-1
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THIS DELEGATION ONLY APPLIES TO YUNEX, LLC. ALL CONTRACTS, BIDS,
CERTIFICATES, AFFIDAVITS OR ANCILLARY DOCUMENTS TO BE SIGNED ON BEHALF
OF SIEMENS MOBILITY, INC. MUST BE SIGNED BY RODNEY MATHIS AND DIRK
RAUSER WITHOUT EXCEPTION
DELEGATION OF APPROVAL AUTHORITY FROM
CEO-PRESIDENT & MANAGING DIRECTOR AND CFO-MANAGING DIRECTOR FINANCE
YUNEX, LLC.
YUN::X
TRAFFIC
A. The undersigned Rodney Mathis, CEO President & Managing Director and Dirk Rauber, CFO &
Managing Director Finance of the Yunex , LLC . (the "Corporation"), a corporation duly organized and
existing under the laws of the State of Delaware, by virtue of the authority vested as President and CFO
to sign or countersign and otherwise execute in the name, or on behalf of the Corporation, any bids,
projects , contracts, agreements and any certificates, affidavits or ancillary documents in connection
therewith to the extent the foregoing instruments and are consistent with the limits of authority granted
under LoA guidelines and grants of release for and on behalf of the Corporation, do hereby delegate to
and acknowledge that the following person(s) may exercise such authority for and on our behalf up to
~3 million .
AUTHORIZED SIGNATORIES
Business Operations Finance/Central Support Function
/Name/Position) /Name/Position)
Manaqer, Procurement
B. It is further acknowledged that the following individuals are hereby authorized to sign or countersign
and otherwise execute in the name, or on behalf of the Corporation, the same documents as referenced
in paragraph A , up to and including a transactional limit of $1 ,500,000 . Any such delegation extends
to but is limited to the same scope, documents and subject matter as referenced and granted in
paragraph A , limited to the monetary amount stated in this paragraph.
AUTHORIZED SIGNATORIES
Business Operat ions Finance/Central Support Function
/Position) /Position)
Director, PLM/R&D Commercial Manaqer, Service
Head of Projects Commercial Manaqer, Products
Project Manaqer, Miam i & Florida Commercial Project Manaqer, Miami
Director, Service Commercial Manaqer, Projects
V.P . Sales Controller/Head of Accountinq
V.P . Operat ions
C. It is further acknowledged that the following individuals are hereby authorized to sign or countersign
and otherwise execute in the name , or on behalf of the Corporation, the same documents as referenced
in paragraph A , up to and including a transactional limit of $500 ,000 . Any such delegation extends to
but is limited to the same scope, documents and subject matter as referenced and granted in paragraph
A , limited to the monetary amount stated in this paragraph .
AUTHORIZED SIGNATORIES
Page 1 of 3 Restricted
J-33
Business Operations
(Position)
Operations Manager
Project Manager
Material Manager
Technical Project Manager
Finance/Central Support Function
(Position)
Commercial Project Manager
Commercial Service Manager
YUN::X
TRAFFIC
D . It is further acknowledged that the following individuals are hereby authorized to sign or countersign
and otherwise execute in the name, or on behalf of the Corporation, the same documents as they are
referenced in paragraph A, up to and including a transactional limit of $100,000. Any such delegation
extends to but is limited to the same scope, documents and subject matter as referenced and granted
in paragraph A, limited to the monetary amount stated in this paragraph .
AUTHORIZED SIGNATORIES
Business Operations Finance/Central Sur;rnort Function
(Name/Position) (Name/Position)
Service Account Manager SCM Expert
Sales Manaqer
Bid Manager
E. It is further acknowledged that each of the signatures of the persons referred to in paragraphs A , B, C,
D, and E are binding upon the Corporation .
F. It is further acknowledged that any delegate's authority extends only to the scope and extent of the
delegate's respective job responsibilities . For instance , a project manager's delegation extends only
to the limits described herein and only to the project(s) for which the delegate has responsibility .
G . It is further acknowledged that any document shall require the signature of two (2) of the above
Authorized Signatories, one each from Business Operations and from Finance/Central Support
Functions, whom shall have the requisite signature authority to be legally binding upon the Corporation .
H. It is further acknowledged that each of the persons referred to herein is authorized to delegate such
person 's authority hereunder to additional members of his or her management team up to the limit of
such person's delegation of authority, provided that such delegation is in written form signed by the
delegator and filed with the Legal Department.
I. It is further acknowledged that the Secretary or an Assistant Secretary of the Corporation is authorized
to issue certifications attesting to the incumbency, authority and status of any of the persons referred
to in this resolution .
J . Any prior versions of this general Delegation of Authority policy are void .
IN WITNESS WHEREOF, we have hereunto subscribed our names and affixed the corporate seal of the
said company, as of the 25th day of August 2022.
Page 2 of 3
Rodney
Mathis
Rodney Mathis
Olgilally llgntd by Rodney Mathis
Ott cn •Rodn1y Mathis, c•US,
o•Yunex Tfaffle, ou •Yunu T1a lfic,
emaU •rodney .malhls@yunutraMc.com
Ruson: I am approving thil dowmenl
Date: 2022 .08.25 16:28 28-0SOO'
President & Managing Director
Yunex, LLC.
Restricted
J-34
CERTIFICATE
Dirk Rauber
Digitally si gned by Rauber Di rk
Dat e: 2022.08.25 13 :53:55
-07'00'
Managing Director Finance
Yunex, LLC
YUN::X
TRAFFIC
I, Pamela Brickner, certify that I am the Secretary of Yunex, LLC, that Rodney Mathis and Dirk
Rauber who signed this agreement for this corporation, were then President and Managing
Director USA and Managing Director Finance USA of this corporation; and this agreement was
duly signed for and on behalf of this limited liability company by authority of its governing body
and within the scope of its corporate powers . Witness my hand and seal of this corporation on
this 25th day of August 2022 . '"'"""'"'"'' 0 ~ ,,,,,,, "e x Ll''11,, · ~\L\ ,,,, ~ ~,,,,1111111.,,,,,,,, 0 ,,,, By: ' \....'-'·'~ .:-~' ,,,,,,,, vJ31LlT:i,-,,,,,,,, ,,,,,
-~ .:->'9v 00,,, -:. (CORPORATE SEAL) .:-, «; ~--, -:.
Page 3 of 3
I (! SEAL t\'
= = 2021 " = \\~ ,t~f
~,;.., ..... .,,,,,./) ~ ,,,, ... ,' , ... 2
",,.. '11,,,'/fL AW .t\.~,,,,, ,,' ,,,, ,,,,.,,, .. , .. ,,,, ,,, ... ,,,,,, * ,,,,,,
,,,,,,,1,111 1\\\\
Restricted
K-1PROFF.SSIONAI, SF.RVICES AGREEMENT By and Between CITY OF RANCHO PALOS VERDES and SWEEJ>JNG CORP OF AMERICA (SCA) OF CALIFORNIA, LLC 0120).0006/898?20.Z
K-2AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF RANCHO PALOS VERDES AND SWEEPING CORP OF AMERICA (SCA) OF CALIFORNIA, 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 SWEEPING CORP OF AMERICA (SCA) OF CALIFORNIA, LLC, a 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 pat1icularly in Article I of this Agreement, was selected by the City to perform those services. C. Pursuant to the City of Rancho Palos Verdes Municipal Code, City has authority to enter into and execute this Agreement. D. The Parties desire to formalize the selection of Consultant for performance of those services defined and described particularly in Article l of this Agreement and desire that the terms of that performance be as particularly defined and described herein. OPERATIVE PROVISIONS NOW, THEREFORE, in consideration of the mutual promises and covenants made by the Parties and contained herein and other consideration, the value and adequacy of which are hereby acknowledged, the parties agree as follows: ARTICLE 1. SERVICES OF CONSUL TANT 1.1 Scope of Services. In compliance with all tenns 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 perfonn 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 0 l 203.0006/&9&720 2
K-3intended. 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 I 770 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 I 720 and that this Agreement is therefore subject to the requirements of Division 2, Part 7, Chapter I (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 0 I 203.0006/898720.2 2
K-4Consultant 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 I, Article 3 of the Labor Code. Pursuant to Labor Code section 1815, work performed by employees of Consultant in excess of 8 (eight) hours per day, and 40 (forty) hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of 8 hours per day at not less than one and 1 ½ (one and one halt) times the basic rate of pay. (h) Workers' Compensation. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees if it has employees. In accordance with the provisions of California Labor Code Section 1861, Consultant certifies as follows: "I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract." 01203.0006/898720.2 3
K-5Consultant's Authorized lnitials ,-zt2.::::_. ___ _ (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 l ( 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. lf 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 fonn 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. 0 I 203.0006/898720 2 4
K-61.8 Further Responsibilities of Parties. Both parties agree to use reasonable care and diligence to perfonn 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 perfonnance 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 infonn 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 tenns 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. 0 I 203.00061898720 2. 5
K-7ARTICLE 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. Total compensation for the entire Term shall be as follows, unless additional compensation is approved pursuant to Section 1.9: The total compensation for Fiscal Year 2023-24, including reimbursement for actual expenses, shall not exceed $455,128 (Four Hundred Fifty Five Thousand One Hundred Twenty Eight Dollars) The total compensation for Fiscal Year 2024-25, including reimbursement for actual expenses, shall not exceed $477,884 (Four Hundred Seventy Seven Thousand Eight Hundred Eighty Four Dollars. The total compensation for Fiscal Year 2025-26, including reimbursement for actual expenses, shall not exceed $501,779 (Five Hundred One Thousand Seven Hundred Seventy Nine Dollars). The total compensation for the entire Term of the Agreement is estimated as $1,434,791 (One Million Four Hundred Thirty Four Thousand and Seven Hundred Ninety-One Dollars) (the "Contract Sum"). Each fiscal year's compensation shall be subject to an annual increase based on changes to the Consumer Price Index (CPI-U) within the Los Angeles-Riverside-Orange County geographic area for the preceding twelve ( 12) month period measured March to March, but not to exceed five percent (5%). The CPI increase shall not be less than zero percent (0%). 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 petformance 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 0 I 203.0006/898720.2 6
K-8advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5, and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Consultant at all project meetings reasonably deemed necessary by the City. Coordination of the performance of the work with City is a critical component of the services. If Consultant is required to attend additional meetings to facilitate such coordination, Consultant shall not be entitled to any additional compensation for attending said meetings. 2.4 Invoices. Each month Consultant shall furnish to City an original invoice, using the City template, or in a format acceptable to the City, for all work performed and expenses incurred during the preceding month in a form approved by City's Director of Finance. By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of the Agreement. The invoice shall detail charges for all necessary and actual expenses by the following categories: labor (by sub-category), travel, materials, equipment, supplies, and sub-contractor contracts. Sub-contractor charges shall also be detailed by such categories. Consultant shall not invoice City for any duplicate services performed by more than one person. City shall independently review each invoice submitted by the Consultant to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work perfonned 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 0 J 203.0006/898720.2 7
K-9Schedule 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 IO (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 perfonnance of this Agreement, however caused, Consultant's sole remedy being extension of the Agreement pursuant to this Section. 3.4 Term. Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding June 30, 2026, except as otherwise provided in the Schedule of Performance (Exhibit "D"). The City may, in its discretion, extend the Term by one additional three-year 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: Rick Anderson (Name) David Padilla (Name) Director of Business Development (Title) Regional Manager (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 0 I 203.00061398720.2 8
K-10services hereunder. All personnel of Consultant, and any authorized agents, shall at all times be under the exclusive direction and control of the Principals. For purposes of this Agreement, the foregoing Principals may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of City. Additionally, Consultant shall utilize only the personnel included in the Proposal to perform services pursuant to this Agreement. Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant's staff and subcontractors, if any, assigned to perform the services required under this Agreement. Consultant shall notify City of any changes in Consultant's staff and subcontractors, if any, assigned to perform the services required under this Agreement, prior to and during any such performance. City shall have the right to approve or reject any proposed replacement personnel, which approval shall not be unreasonably withheld. 4.2 Status of Consultant. Consultant shall have no authority to bind City in any manner, or to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City. Consultant shall not at any time or in any manner represent that Consultant or any of Consultant's officers, employees, or agents are in any manner officials, officers, employees or agents of City. Neither Consultant, nor any of Consultant's officers, employees or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City's employees. Consultant expressly waives any claim Consultant may have to any such rights. 4.3 Contract Officer. The Contract Officer shall be Vanessa Hevener or such person as may be designated by the Director of Public Works. 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 0 I 203.0006/898720.2 9
K-11to 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. 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 fonn 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 0l 203.0006/898720.2
K-12Agreement and Consultant agrees to maintain continuous coverage through a period no less than three (3) years after completion of the services required by this Agreement. (d) Workers' compensation insurance. Consultant shall maintain Workers' Compensation Insurance (Statutory Limits) and Employer's Liability Insurance (with limits of at least $1,000,000). (e) Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall include all of the requirements stated herein. ( f) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit "B". 5.2 General Insurance Requirements. {a) Proof of insurance. Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation. Insurance certificates and endorsements must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at any time. (b) Duration of coverage. Consultant shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Services hereunder by Consultant, its agents, representatives, employees or subconsultants. ( c) Primary/noncontributing. Coverage provided by Consultant shall be primary and any insurance or self-insurance procured or maintained by City shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City before the City's own insurance or self-insurance shall be called upon to protect it as a named insured. ( 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 01203.0006/8987 20.2 11
K-13or that is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders' Rating of A-(or higher) and Financial Size Category Class VI (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. (f) Waiver of subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants. (g) Enforcement of contract prov1s1ons (non-estoppel). Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligations on the City nor 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 IO (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. 0 I 203.0006/898720.2 12
K-14(m) Pass through clause. Consultant agrees to ensure that its subconsultants, subcontractors, and any other party involved with the project who is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage and endorsements required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with consultants, subcontractors, and others engaged in the project will be submitted to City for review. (n) Agency's right to revise specifications. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant 90 (ninety) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City and Consultant may renegotiate Consultant's compensation. (o) Self-insured retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by City. (p) Timely notice of claims. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant's performance under this Agreement, and that involve or may involve coverage under any of the required liability policies. (q) Additional insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work. 5.3 Indemnification. To the full extent permitted by law, Consultant agrees to indemnify, defend and hold harmless the City, its officers, employees and agents ("Indemnified Parties") against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein "claims or liabilities") that may be 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; 0 I 203.0006/898720.2 13
K-15(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 hannless therefrom; (c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Consultant for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys' fees. Consultant shall incorporate similar indemnity agreements with its subcontractors and if it fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and failure of City to monitor compliance with these provisions shall not be a waiver hereof. This indemnification includes claims or liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Consultant in the performance of professional services hereunder. The provisions of this Section do not apply to claims or liabilities occurring as a result of City's sole negligence or willful acts or omissions, but, to the fullest extent pennitted 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 INFOR1'1ATION 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 perfonnance 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. 01203.0006/898720 2 14
K-166.2 Reports. Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. Consultant hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement. For this reason, Consultant agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein or, if Consultant is providing design services, the cost of the project being designed, Consultant shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Consultant is providing design services, the estimated increased or decreased cost estimate for the project being designed. 6.3 Ownership of Documents. All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials (the "documents and materials") prepared by Consultant, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its fuB 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 infonnation 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. 0 I 203.0006/898720 2 15
K-17(c) If Consultant, or any officer, employee, agent or subcontractor of Consultant, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorney's fees, caused by or incurred as a result of Consultant's conduct. (d) Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed there under. City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response. ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION 7.1 California Law. This Agreement shall be interpreted, construed and governed both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in the County of Los Angeles, State of California. 7.2 Disputes; Default. In the event that Consultant is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default. Instead, the City may give notice to Consultant of the default and the reasons for the default. The notice shall include the timeframe in which Consultant may cure the default. This timeframe is 15 (fifteen) days, but may be extended, though not reduced, if circumstances warrant. During the period of time that Consultant is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. In the alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Consultant does not cure the default, the City may take necessary steps to terminate this Agreement under this Article. Any failure on the part of the City to give notice of the Consultant's default shall not be deemed to result in a waiver of the City's legal rights or any rights arising out of any provision of this Agreement. 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 0 I 203.0006/898720.2 16
K-18dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Consultant's acts or omissions in performing or failing to perform Consultant's obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Consultant to insure, indemnify, and protect City as elsewhere provided herein. 7.4 Waiver. Waiver by any party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by a non-defaulting party on any default shall impair such right or remedy or be construed as a waiver. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 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 0 l 203.0006/898720.2 17
K-19specifically approved by the Contract Officer. Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the event of termination without cause pursuant to this Section, the City need not provide the Consultant with the opportunity to cure pursuant to Section 7 .2. 7.8 Termination for Default of Party. If termination is due to the failure of the other Party to fulfill its obligations under this Agreement: (a) City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Consultant for the purpose of set-off or partial payment of the amounts owed the City as previously stated. (b) Consultant may, after compliance with the provisions of Section 7.2, terminate the Agreement upon written notice to the City's Contract Officer. Consultant shall be entitled to payment for all work performed up to the date of termination. 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. 0 I 203.0006/898720.2 18
K-20Consultant covenants that neither it, nor any officer or principal of its finn, 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 perfonnance 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 herfhis 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 wanants 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 perfonnance 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. § I 101 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 0 l 203.00061898i20.2 19
K-21the 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. 9.4 Integration; Amendment. This Agreement including the attachments hereto is the entire, complete and exclusive expression of the understanding of the parties. [t 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 0 I 203.0006/898720.2 20
K-22warrants 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 ~---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) 0 I 203.0006/898720.2 21
K-23IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written. ATTEST: Teresa Takaoka, City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP William W. Wynder, City Attorney CITY: CITY OF RANCHO PALOS VERDES, a municipal corporation Barbara Ferrraro, Mayor CONSULTANT: SWEEPING CORP OF AMERICA (SCA) OF CALIFORNIA, LLC By: d~q Name: Matt Spencer Title:.Pre~ By: __ ~-=-------'---------Name: Erin Quinn Title: Secretary Address: 1937 W 169th Street Gardena, CA 90247 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. 0 I 203.0006/898720.2 22
K-24CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. STATE OF CALIFORNIA COUNTY OF LOS ANGELES On ____ , 2023 before me, _______ , personally appeared _______ , proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under 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. 1 Signature: ______________ _ OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form CAPACITY CLAIMED BY SIGNER 0 rNDIVJDUAL 0 CORPORA TE OFFICER □ □ □ □ □ □ TITLE(S) PARTNER(S) 0 LIMITED GENERAL ATTORNEY-IN-FACT TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER ___________ _ SIGNER IS REPRESENTING: (NAME Of PERSON(S) OR ENTITY(IES)) 01201.0()()(,,89l!720.2 DESCRIPTION OF ATTACHED DOCUMENT TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DA TE OF DOCUMENT SIGNER(S) OTHER THAN NAMED ABOVE
K-25CALIFORi'JIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. ST ATE OF CALIFORNIA COUNTY OF LOS ANGELES On ____ , 2023 before me, _______ , personally appeared _______ , proved to me on the basis of satisfactory evidence lo be the person(s) whose names(s) is/are subscribed lo 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 fonn. CAPACITY CLAIMED BY SIGNER 0 INDIVIDUAL 0 CORPORA TE OFFICER TITLE(S) PARTNER(S) 0 GENERAL ATTORNEY-IN-FACT TRUSTEE(S) LIMITED □ □ □ □ □ □ GUARDlAN/CONSERV ATOR OTHER __________ _ SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) 0 1203.000(,;891\720.2 DESCRIPTION OF ATTACHED DOCUMENT TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES DATE OF DOCUMENT SIGNER(S) OTHER THAN NAMED ABOVE
K-26EXHIBIT "A" SCOPE OF SERVICES I. Consultant will perform general street-sweeping services, which will include picking up silt, mud, sand, dirt, paper, leaves, grass, miscellaneous debris, and standing water in swales, and the use vacuum or alternative sweepers in areas of high sediment and trash areas such as industrial and commercial areas. Task 1: Residential Roadways Street Sweeping Residential roadways consist of approximately 217 section miles, which may include multiple lanes (See Exhibit A-I City Map). Residential roadways shall be swept bi-monthly (24 times/year) between the hours of 8am and 4pm. The Consultant shall sweep in the vicinity of schools at times which do not conflict with the parking, and pickup and drop-off times. Sweeping of residential roadways shall include all curbs (both parkway and median), AC be1ms and swales, and edges of roadways. Ta_sk 2: Non-Residential Roadways Street Sweeping Non-residential roadways are primary/major arterials, minor arterials and collector streets (See Exhibit A-I City map). The City has approximately 42 section miles, which may include multiple lanes, of arterial streets. Non-residential roadways shall be swept bi-monthly (24 times/year) between the hours of 7pm and 7am, at a schedule proposed by the Consultant and approved by the City. The Consultant shall sweep in the vicinity of schools at times which do not conflict with the parking, and pickup and drop-off times. Sweeping of non-residential roadways shall include all curbs (both parkway and median), AC berms and swales, and edges of roadways. Task 3: State Highway: Western Ave State Highway -Western Avenue is approximately 2 miles of roadway, from 60' south of Summerland Street to the northerly City limits, 180' northerly of Peninsula Verde Drive. Western Avenue shall be swept weekly (52 times/year), and includes curbs for both parkway and medians between the hours of 7pm and 7am, at a schedule proposed by the Consultant and approved by the City. Task 4: Parking Lots and Scenic Turnouts Parking lots and scenic turnouts shall be swept bi-monthly (24 times/year) between the hours of 7pm and 7am, at a schedule proposed by the Consultant and approved by the City. The Consultant shall sweep in the vicinity of schools at times which do not conflict with the parking, and pickup and drop-off times. Parking lots shall include: • Abalone Cove • Civic Center Parking Lots • Hesse Park 0l 203.0006/898120.2
K-27• Ryan Park • Eastview Park • Ladera Linda Park • Del Cerro Park • Lower Point Vicente Park (Point Vicente Interpretive Center) • Pelican Cove Scenic Turnouts shall include: • Scenic Turnout on Palos Verdes Drive West (Across from Rue Beaupre) • Three Scenic Turnouts on Palos Verdes Drive South: • Across from Wayfarer's Chapel • Across from Conqueror Dr., next to Marilyn Ryan Sunset Point Park • Across from Palos Verdes Drive East intersection • Scenic Turnout on Hawthorne Blvd (south of Vallon Drive) Additional and as-needed sweeping *These services will only be performed following an express order from the Contract Officer, which may be issued at the sole discretion of the City. Tas_k 5: Additional sweeping for scheduled location or new location, as may directed by the City's Contract Officer. Task 6: Emergency sweeping of any location (residential, non-residential, parking lots, scenic turnouts), as directed by the City's Contract Officer -two-hour response time. Task 7: Additional non-emergency sweeping of any location (residential, non-residential, parking lots, scenic turnouts) -one day response time. Task 8: Alternative sweeping for areas of heavy sediment, as directed by the City's Contract Officer. Task 9: Bus Stops and Bus Shelters The Consultant shall provide weekly (52 times/year) trash and recycling collection, graffiti removal, and cleaning services, and shall notify the City's Contract Officer, in writing, within 24 hours of any repair needed at all the bus stops and bus shelters in the City of Rancho Palos Verdes, including but not limited to, trash and recycling bins, benches, glass and shelter structures, poles, and signs. See Exhibit A-2 for list and locations. Bus stops and bus shelter cleaning shall include: • Inspect trash and recycling bins and replace bags at least once per week at all bus stops and bus shelters. Bus stops and bus shelters shall be those as identified by the City and may increase or decrease over the course of the Agreement, at no additional cost. • Inspect for and remove all graffiti weekly at all bus stops and bus shelters. 0l 203.0006/898720.2 A-2
K-28• Pick up trash and recyclables within 30 feet of all bus stops and bus shelters at least once per week. • Perform unlimited emergency service requests (one hour response) during normal business hours at no additional charge. • All material collected in City-designated trash and recycling bins, and from areas within 30 feet of the bus stops and bus shelters, shall become the property of the Consultant and shall be disposed of properly. The Consultant shall dispose of all materials at any site approved by the City. Under no circumstances will the Consultant be allowed temporary storage of these materials within the public right-of-way, nor will the Consultant be permitted to store these materials at the City's Civic Center site. • The Consultant shall use its best efforts to recycle all recyclable materials collected. The Consultant shall use its best efforts to avoid commingling recyclable materials and non-recyclable refuse to ensure that as much recyclable material as possible remains suitable for recycling. • The Consultant shall report monthly to the City's Contract Officer the tonnage of debris collected, and the tonnage of waste recycled. Consultant's monthly reports shall also include whether there is any regular overflow of trash at any bus stop or bus shelter, and whether there is a need for any trash or recycling containers to be replaced. Additional Bus Shelter Cleaning *This service will only be performed following express direction from the City's Contract Officer, which may be issued at the sole discretion of the City. Task 10: Clean all bus shelters listed in Exhibit A-2, an additional one time per month, including pressure washing the shelter area. II. As part of the Services, Consultant will prepare and deliver the following tangible work products to the City: l. Monthly Sweeping Reports: The Consultant shall provide City with monthly reports verifying, to the satisfaction of the City's Contract Officer, that the Consultant has completed all scheduled and on-call sweeping services during the previous month. Such reports shall include print-outs, including GPS data for each vehicle, clearly showing that each required location has been swept, the date and time that it was swept, and any other information City may require to verify that the Consultant has fully complied with the requirements of the Agreement. Each report shall include a summary, including tonnage of waste collected and tonnage of waste recycled, as well as the dates and times that each required street or area was swept. 2. Monthly Bus Stops/Shelter Report: The Consultant shall report monthly to the Director of Public Works, or his appointed representative, the tonnage of debris collected and the tonnage of waste recycled from bus stops and bus shelters. The Consultant' s monthly reports shall also report whether there is any regular overflow 0 I 203.0006/898720.2 A-3
K-29of trash at any bus stop or bus shelter, and whether there is a need for any trash or recycling containers to be replaced. 3. Month~v Complaint Log: The Consultant shall submit a monthly report or log summary of all complaints received by the Consultant regarding services provided, as well as a description of the steps that the Consultant has taken to resolve such complaints and a statement of whether the complaints have been resolved. City staff may request that check-sets or working versions of documents be submitted for ongoing routine review. City staff will review all deliverables, including preparatory or record materials for service deliverables, and provide comments. The Consultant is required to revise draft deliverables to address City staffs' comments. III. The City has assigned responsibility for administering the street sweeping contract to EDCO Disposal Corporation ("EDCO''), City's authorized residential solid waste collector. Consultant shall submit all invoices and other communications directly to EDCO, and all invoices will be paid by EDCO. EDCO is responsible for day-to-day contract administration, overseeing operations, and customer service. EDCO is authorized by the City to provide direction to the Consultant in the implementation of the Agreement, to the extent such direction is consistent with the Agreement. During the term of the Agreement, City may reassign responsibility for the administration of the Agreement to another entity or choose to self-administer the Agreement in its sole discretion. City may also, in its sole discretion, require that reports, notices, and other communications be directed to City in addition to or instead of EDCO or any other assignee. Where these Special Provisions state that a report, notice, or other communication shall be directed to the "City" or the "Director of Public Works," it shall be understood that City may instead require that such communication be directed to City's assignee. Payment for services shall be lump sum amounts for all roadways, turnouts, and parking lots. Payment for emergency sweeps shall be paid for on an hourly basis, as discussed above. Payment for extra streets added to the contract during the life of the contract shall be at the curb mile unit price listed on the Bid Sheet. 0 I 203.00061898720.2 A-4
K-30EXHIBIT A-1 CITY MAP 01203.0006/898720.2 A-5 Legend Residential Street Sweeping S _, 1st & 3rd Friday -1st & 3rd Monday -l!.t&3rdThur5day -1st & 3rd Tuesday -2nd & 41h Friday 2nd & 41h Monday -2nd&41hllusday -2nd & 41h Tuesday Non ReS1dential Street sweepi -lst&3rd~ -1st&3rdTh~ -I st & 3rd Wednesday -2nd&41h~ -2nd & 41h Tuesday -2nd & 41h WednKd.ly -Friday Weekly Street Centerlines Private Public
K-31EXHIBIT A-2 LIST OF BUS STOPS AND BUS SHELTERS Bus Automated Faciliti ID Cross Streets Shelter Transit Tl£ee Trash Bin BusStop_BS106 Hawthorne (NE) City Hall Yes Metro Yes BusStop_BSl Hawthorne (NB) No Metro No bin BusStop_B52 Hawthorne (NE) Vallon (Salvation Army) Yes Both Yes BusStop_BS3 Hawthorne (SB) S. West Sal Army No Both No bin Hawthorne (SB) Sunset Ridge +Below Via BusStop_B54 Capri No PVTransit No bin Hawthorne (SB) Sunset Ridge+ Golden BusStop_BSS Cove No Metro No bin BusStop_BS6 Hawthorne (NE) Dupre (Actually Vallon) No Both No bin BusStop_BS7 Hawthorne (SB) Dupre (Actually Vallon) No Metro Yes Hawthorne (SB) (NB) (NE) Dupre (Ryan BusStop_BS8 Park) Yes Both Yes BusStop_BS9 Hawthorne (SB) Dupre No Metro No bin BusStop_BS10 Hawthorne (NB) (NE) Los Verdes Yes Metro Yes BusStop_BSll Hawthorne (SB) Los Verdes No Both No bin BusStop_BS12 Hawthorne (NE) Crest (Ralphs) No Metro No bin BusStop_BS13 Hawthorne (SB) Crest (Ralphs In Front) No Both No bin Yes; New Can BusStop_BS14 Hawthorne (NB) Crest (Ralphs Yes Metro Style Hawthorne (NB) Ahead Of Country ln, Bus5top_BS15 Across From Ocean Crest No Both No bin Bus5top_BS16 Hawthorne (NB} Indian Valley Yes Both Yes Hawthorne (NB) Verde Ridge (North Of BusStop_BS17 Hesse) No Both No bin BusStop_BS18 Hawthorne (NB) Seamount Yes Metro No bin Hawthorne (NB) Granvia Altamira BusStop_BS19 (Ridgegate Dr) @7/11 Yes Metro Yes Hawthorne (SB) High Ridge South Bound BusStop_BS20 Before Chevron No PV Transit No bin BusStop_BS21 Hawthorne (NB) High Ridge (At Chevron) Yes Metro Yes BusStop_BS22 Hawthorne (NB) Indian Peak (Malaga Bank) No Metro Yes BusStop_BS23 Hawthorne (NB) Silver Spur (Primier Bank) Yes Metro No bin BusStop_BS24 Hawthorne (NB) Basswood No PVTransit No bin 0 I 203.0006/898720.2 A-6
K-32BusStop_BS25 Hawthorne (NB) Elkmont Yes PVTransit Yes BusStop_BS26 Hawthorne (SB) Basswood Yes Metro Yes BusStop_BS27 Hawthorne (SB) Silver Spur No Both Yes BusStop_BS28 Hawthorne (NB) Indian Peak No Metro No bin BusStop_BS29 Hawthorne (NB) Grayslake No Metro Yes Hawthorne (SB) Granvia Altamira (Next To BusStop_BS30 Shell) No Metro No bin Hawthorne (SB) EddinghiU (Across From BusStop_BS31 Seamount NJ No Metro No bin BusStop_B532 Pv West@ Rue Beaupre Yes PVTransit No bin BusStop_BS33 Pv West NB Berry Hill Dr No PVTransit No bin BusStop _ 8S34 Pv West SB Calle Entradero No PV Transit No bin BusStop_BS35 Hawthorne (SB) Via Rivera No Metro No bin BusStop_BS36 Pv West SB Rue Beaupre No PVTransit No bin BusStop_BS37 Western NB 25Th St (Mobil) No Dash No bin Western NB (In Front Of Little Sisters Of BusStop_BS38 The Poor) No Dash No bin BusStop_BS39 Western NB 19Th St No Dash No bin BusStop_BS40 Western NB Summerland No Metro No bin BusStop_BS41 Western NB Crestwood No Metro No bin Western (NB) Crestwood (Maybe San BusStop_BS42 Pedro) No Both No bin BusStop_BS43 Western NB Park Western (San Pedro) No Metro No bin BusStop_BS44 Western NB Capitol Dr (Maybe San Pedro) No Both No bin BusStop_B545 Western (NB) Caddington Dr No Both Yes BusStop_BS46 Western NB Toscanini Dr No Metro No bin BusStop_BS47 Western NB Westmont Dr & Delasonde No Both No bin BusStop_BS48 Western NB Ave Aprenda No Metro No bin Western NB Green Hills Cemetery (Across BusStop_BS49 From Green Hills Cemetery ) No Both No bin Western (SB) Pv Dr. N (Ahead Of Kufic) BusStop_BSSO (Maybe San Pedro) No Both No bin BusStop_BSSl Western (SB) Peninsula Verde No Both No bin Western (SB) Green Hills Cemetery (Next BusStop_BS52 Green Hills Cemetery ) No Both No bin 01203.0006/8987202 A-7
K-33BusStop_BS53 Western (SB) Ave Aprenda No Both No bin BusStop_BS54 Western (SB) Westmont Dr & Delasonde No Both No bin BusStop_BSSS Western (SB) Toscanini (Courtyards) No Both No bin BusStop_BS56 Western (SB) Caddington (Before Terraces) No Both No bin BusStop_BS57 Western (SB) Capitol (Trudie Dr) No Both No bin Western (SB) Park Western (Next To BusStop_BS58 O'Reilly) No Both No bin BusStop_BS59 Western (SB) Crestwood (Chevron) Yes Both No bin Western (SB) Summerland) (Summerland BusStop_BS60 Plaza) No Metro No bin 25Th St Vista Del Mar Estates (Maybe San BusStop_BS61 Pedro) W Mermaid Dr No No bin Pv Dr South (SB) Crestmont Ln (Ahead Of BusStop_BS62 Terranea Way) Yes Both Yes BusStop_BS63 Pv Dr South (NB) Seahill Yes Both No bin BusStop_BS64 Pv Dr South (SB) Barkentine Rd No Metro No bin BusStop_BS65 PV Dr South No Both No bin BusStop_BS66 Pv Dr South (SB) Narcissa Dr No PV Transit No bin BusStop_BS67 PV Dr South No PV Transit No bin BusStop _ BS68 Pv Dr South (SB) Schooner (PFBC) No PVTransit Yes BusSto p _ BS69 Pv Dr South (NB) Conqueror No PVTransit No bin BusStop_BS70 Pv Dr South (SB) Schooner (Inside Street) No PV Transit No bin BusStop_BS71 Pv Dr South (SB) Peppertree No PV Transit No bin BusStop_BS72 Pv Dr South (SB) Narcissa No PV Transit No bin BusStop_BS73 Pv Dr South NB Seacove (#53 Fire Station ) No PVTransit No bin BusStop_BS74 Pv Dr South (NB) Barkentine No Metro No bin Pv Dr South (NB) Tramonte (Across From BusStop_BS75 SeahiJI) Yes Both No bin BusStop_BS76 Pv Dr South (NB) Terranea Yes Metro Yes Pv Dr East (NB) Up Next To Marymount@ BusStop_BS77 Crest Road East No PV Transit No bin BusStop_BS78 Pv Dr East (NB) Miraleste Dr Yes PV Transit Yes BusStop_BS79 Pv Dr East (NB) Crownview Dr (No Bus Sign) Yes PVTransit Yes BusStop_BS80 Pv Dr South (NB) Colt Rd Yes PV Transit No bin BusStop _ BS81 Pv Dr South (SB) Mustang No PV Transit No bin 0 I 203.0006/898720.2 A-8
K-34BusStop_BS82 Pv Dr South (SB) Colt Rd No PVTransit No bin Pv Dr East (SB) Crownview (Before)(Miraleste lnt)(No Bus Sign Bench BusStop_BS83 Only) No PV Transit No bin Pv Dr South (SB) La Vista Verde (Across BusStop_BS84 From) No PVTransit No bin Miraleste Dr South (SB) Pv Dr South BusStop_BS85 (Miraleste Plaza) No PV Transit No bin BusStop_BS86 Miraleste Dr South (NB) @ Via Colinita No PVTransit No bin BusStop_BS87 Ganando Dr (NE) Floweridge Dr No PVTransit No bin BusStop_BS88 Ganando Dr South (SW) Floweridge No PV Transit No bin BusStop_BS89 Ganado Dr No PVTransit No bin BusStop_BS90 Ganado Dr No PVTransit No bin BusStop_BS91 Ganado Dr No PVTransit No bin BusStop_BS92 Ganando Dr (West) @ Abrazo No PVTransit No bin BusStop_BS93 Hawthorne (NB) @ Crest Rd No Metro No bin BusStop_BS94 Crest Road (SE)@ Cresta Verde Dr No Metro No bin BusStop_BS95 Crest Road (SE) @ Whitley Collins No Both No bin BusStop_BS96 Crest Road NB@ Mela Ln No Both No bin BusStop_BS97 Crest Road (SW) Crenshaw Blvd No Metro No bin BusStop _ 8S98 Crest Road (SW) Whitley Collins No Metro No bin BusStop_BS99 Crest Road (SW) Cresta Verde No Metro No bin BusStop_BSl00 High Ridge Rd (NB) Scottwood No PV Transit No bin BusStop_BSl0l High Ridge Rd (SB) Scottwood No PVTransit No bin BusStop_BS102 High Ridge Rd (NB} Whitley Collins No PV Transit No bin BusStop_BS103 High Ridge Rd No PV Transit No bin BusStop_BS104 High Ridge Rd (NB) Terrace)(Maybe RHE) No PV Transit No bin BusStop_BSl0S High Ridge Rd (SB) Armaga Springs Rd No PV Transit No bin BusStop_BS107 Hawthorne (NB) Hawkhurst Yes Metro Yes BusStop_B5108 Pv Dr East (SB) Trump National No PVTransit No bin BusStop_BS109 Pv Dr West (NB) Hawthorne & Via Vincente No Both No bin BusStop BS110 Rue Langlois & Rue De La Pierre No PV Transit No bin BusStop_BSlll Purple Ridge Rd (Eb) Golden Meadow No PV Transit No bin BusStop_BS112 Miraleste Dr (NB) 1 St Street No PV Transit No bin 0 I 203.0006l898720.2 A-9
K-35BusStop _ BSl 13 Pv Dr East (SW) Miraleste Plaza No PVTransit No bin BusStop_BS114 Crest Road East (SE) Pv Dr East (Se) No PV Transit No bin BusStop_BSllS Eddinghill Dr South (SB) (SW) Loma Dr No PVTransit No bin BusStop_BS116 Hawthorne (NB) Ridgegate Dr No PVTransit No bin BusStop_BSll 7 Ridgegate (NB) Ridgecove Ct No PV Transit No bin BusStop_BS118 Granvia Altimira (NExt 7/11) No PV Transit No bin BusStop_BS119 Hawthorne (NB) Blackhorse Rd No Metro No bin BusStop_BS120 Montemalaga (SB) Basswood No PVTransit No bin BusStop_BS121 Hawthorne (SB) Doverridge Rd No Metro No bin BusStop_BS122 Hawthorne (SB) (SW) Indian Valley No Metro Yes BusStop_BS123 Hawthorne (SB) (SW) Ocean Crest Rd No Metro No bin BusStop_BS124 Whitley Collins (NB) North Bay Rd No PV Transit No bin Silver Spur Rd (NB) Whitefox/ wmow Wood BusStop_BS125 Rd No PV Transit No bin BusStop_BS126 High Ridge Rd (NB) Hill Top Yes PV Transit Yes BusStop_BS127 High Ridge Rd (SB) Hill Top Circle No PV Transit No bin BusStop_BS128 Pv Dr West (NB) Berry Hill Dr No PV Transit No bin BusStop_BS129 Pv Dr South (NB) Harbor Sight Dr No PV Transit No bin BusStop_BS130 Pv Dr South (SE) Conestoga Dr No PV Transit No bin BusStop_BS132 Crest Road (Marymount College) No PVTransit No bin Hawthorne (SB) Via Vicente (Subway/ BusStop_BS131 Starbuck/ 7-11) No Both No bin BusStop_BS133 Hawthorne (SB) Blackhorse Rd No Metro No bin New BusStop_BSXX Hawthorne (NB) and Doveridge Dr Yes Both Yes Silver Spur (SB) between Hawthrone and BusStop_BSXX Silver Arrow Yes PV Transit Yes BusStop_BSXX Silver Spur (NB) and Elkmont Yes PVTransit Yes BusStop_BSXX Crest Road (SW) @ Whitley Collins Yes Both Yes BusStop_BSXX Pv Dr South (SB) @ Sea hill Yes Metro Yes PV Dr East in front of Marymount College BusStop_BSXX (Crest East) Yes PV Transit Yes 01203 .0006/898720.2 A-10
K-36PV Dr East in front of Miraleste and library BusStop_BSXX (Marion Drive} Yes BusStop_BSXX High Ridge Rd (SB) Hill Top No Updated: Jun 2023 0 I 203.0006/898720 2 PVTransit PV Transit Yes Yes
K-37EXHIBIT "B" SPECIAL REQUIREMENTS (Superseding Contract Boilerplate) Added text indicated in bold italics, deleted text indicated in strikethreugh. [INTENTIONALLY LEFT BLANK] 0 I 203.0006/898720.2
K-38EXHIBIT "C" SCHEDULE OF COMPENSATION I. Consultant shall perform the following tasks at the following rates, as further detailed below: TASKS Annual Amount Tasks 1-4 $407,808 Tasks 5-8 $10,000 Task 9 $26,760 Task 10 $10,560 TOTAL $455,128 [See next page for detailed breakdown of compensationJ 01203.0006/898720.2 C• l
K-39PROPOSED RA TES FOR FY 2023-2024 SCHEDULE SWEEPING TASK Descriptton of SeMce Provided Cost of Serv1ce Annual Cost NO. 1. Sweep Residential Streets twice per S 26,167.68 /mo. S 314,012.16 /yr month (24/year) 2. Sweep Non-Res1dent1al streets twtee S 5097.60 /mo. S 61,171.20 /yr per month (24/year} 3. Sweep Western Ave. weekly (52/year) 5 470.55 /weekJy_ S 24.468.60 /yr 4. Swttp Parking lots and Scenic S 679.68 /mo. $ 8156.16 /yr Turnouts twice per month (24/yearj . s yr Total . S 407,808.12 /yr ADDITIONAL SWEEPING TASK Description of Service Provided Cost of Service NO. 5. Additional/New Location sweep per curb mile $ 48.00 per curb mile 6. Extra Sweeping (residentia~ non-residential, parting lots and scenic turnouts) -Emergency (two-hour S 95.00 /hr. response time) 7 Extra Sweeping (residential. non-residential, par1cing lots and scenic turnouts) -Non-Emergency (next S 180.00 /hr. business day) 8. Alternative Sweeping for areas of heavy sediment $ 82.00 per curb mile per curt> mile BUS STOP ANO BUS SHELTER CLEANING TASK Description of Service Provided Cost of Serv1ce Annuaf Cost NO. 9. Bus Stop/Shelter aeaning-weekly S 2232.00 {mo. S 26.760.00 (52/vear) TASK Description of Service Provided Cost of Service Annual Cost NO. 10. Bus Stop/Shelter Power Wa shrng -$ 880.00 /mo S 10.560.00 one additional tuue per month Rates for periods 2024~2025, 2025-2026 will be adjusted by the prior year CPI, March to March period with a CPI cap of 5% 0 I 203.0006/898720.2 C-2 /yr /yr
K-40II. 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. Ill. 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, materials, and equipment are attached as Exhibit C-1. 01203 .0006/898720.2 C-3
K-41EXHIBIT "D SCHEDULE OF PERFOR.i'\1ANCE I. Unless earlier terminated in accordance with Article 7 of this Agreement, the term of this Agreement shall be July I, 2023, to June 30, 2026. The te1m of this Agreement may be extended by one additional three-year term by mutual consent of the Parties. II. Consultant shall perform all work timely in accordance with the following schedule: A. Scheduled sweeping and cleaning of the bus stops and shelters shall be performed at the frequency specified in Exhibit A of this Agreement, according to a schedule approved in writing by the Contract Officer. B. Additional and as-needed services shall be performed according to the schedule ordered by the City. Ill. Consultant shall deliver monthly reports and complaint logs to the City no later than the fifteenth (l 51h) day of the month following the subject month of the report or log. IV. The Contract Officer may approve extensions for performance of the services in accordance with Section 3.2. Any further extensions require City Council approval. 01203.0006/8987 20.2
L-1
PROFESSIONAL SERVICES AGREEMENT
By and Between
CITY OF RANCHO PALOS VERDES
and
YUNEX,LLC
0 I 203 .0006/898723. I
L-2
AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF RANCHO PALOS VERDES AND
YUNEX,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 YUNEX, LLC, a Delaware limited liability
company ("Consultant"). City and Consultant may be referred to, individually or collectively, as
"Party" or "Pa rties."
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 CONSULT ANT
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 E xhibit "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
0 I 203.000 6/8 9872 3. I
L-3
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 I
(commencing with Section 1720) of the California Labor Code relating to public works contracts
and the rules and regulations established by the Department of Industt'ial 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
0120 3.0006/898723 . I 2
L-4
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 pe1jury, 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 I 813 concerning penalties for workers who work excess
hours. The Consultant shall, as a penalty to the City, forfeit $25 (twenty five dollars for each
worker employed in the performance of this Agreement by the Consultant or by any
subcontractor for each calendar day during which such worker is required or permitted to work
more than 8 (eight) hours in any one calendar day and 40 (forty) hours in any one calendar week
in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code.
Pursuant to Labor Code section 1815, work performed by employees of Consultant in excess of 8
(eight) hours per day, and 40 (forty) hours during any one week shall be permitted upon public
work upon compensation for all hours worked in excess of 8 hours per day at not less than one
and 1 ½ (one and one half) times the basic rate of pay.
(h) Workers' Compensation. California Labor Code Sections 1860 and 3700
provide that every employer will be required to secure the payment of compensation to its
employees if it has employees. In accordance with the provisions of California Labor Code
Section I 861, 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."
0120 3.0006/898723 . I 3
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(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 s ubcontractor 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.
0 I 203.0006/898723. I 4
L-6
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 sh a ll 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 pat1 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 $420,000 (Four Hundred Twenty Thousand Dollars) (the
"Contract Sum"), unless additional compensation is approved pursuant to Section 1.9. Method of
Compensation.
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.
01203 .0006/898723 . I 6
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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
here in 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 June 30,
2026, except as otherwise provided in the Schedule of Performance (Exhibit "D"). The City may,
in its discretion, extend the Term by one additional three-year 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:
Steven Teal
(Name)
Michael J. Hutchens
(Name)
Director of Service
(Title)
West Operations Manager
(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 effo1t 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
0 I 203 .0006 /898723 . I 8
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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 Ramzi Awwad, Director of Public Works, or such person as
the Director may designate. 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 0 I 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 pol icy 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 prov1s1ons (non-estoppel). Consultant
acknowledges and agrees that any actual or alleged failure on the part of the City to inform
Consultant of non -compliance with any requirement imposes no additional obligations on the
City nor does it waive any rights hereunder.
(h) Requirements not limiting. Requirements of specific coverage features or
limits contained in this section are not intended as a limitation on coverage, limits or other
01203.000 6/89872 3. I 11
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requirements, or a waiver of any coverage normally provided by any insurance. Specific
reference to a given coverage feature is for purposes of clarification only as it pertains to a given
issue and is not intended by any patty 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.
U) 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.
(I) Separation of insureds. A severability of interests provision must apply for
all additional insureds ensuring that Consultant's insurance shall apply separately to each insured
against whom claim is made or suit is brought, except with respect to the insurer's limits of
liability. The policy(ies) shall not contain any cross-liability exclusions.
(m) Pass through clause. Consultant agrees to ensure that its subconsultants,
subcontractors, and any other party involved with the project who is brought onto or involved in
the project by Consultant, provide the same minimum insurance coverage and endorsements
required of Consultant. Consultant agrees to monitor and review all such coverage and assumes
all responsibility for ensuring that such coverage is provided in conformity with the requirements
of this section. Consultant agrees that upon request, all agreements with consultants,
subcontractors, and others engaged in the project will be submitted to City for review.
(n) Agency's right to revise specifications. The City reserves the right at any
time during the term of the contract to change the amounts and types of insurance required by
giving the Consultant 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 pei'sons 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
0 I 203.000 6/898723. I 13
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services hereunder. The provisions of this Section do not apply to claims or liabilities occurring
as a result of City's sole negligence or willful acts or omissions, but, to the fullest extent
permitted by law, shall apply to claims and liabilities resulting in part from City's negligence,
except that design professionals' indemnity hereunder shall be limited to claims and liabilities
arising out of the negligence, recklessness or willful misconduct of the design professional. The
indemnity obligation shall be binding on successors and assigns of Consultant and shall survive
termination of this Agreement.
ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION
6.1 Records.
Consultant shall keep, and require subcontractors to keep, such ledgers, books of
accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the
disbursements charged to City and services performed hereunder (the "books and records"), as
shall be necessary to perform the services required by this Agreement and enable the Contract
Officer to evaluate the performance of such services . Any and all such documents shall be
maintained in accordance with generally accepted accounting principles and shall be complete
and detailed. The Contract Officer shall have full and free access to such books and records at all
times during normal business hours of City, including the right to inspect, copy, audit and make
records and transcripts from such records. Such records shall be maintained for a period of three
(3) years following completion of the services hereunder, and the City shall have access to such
records in the event any audit is required. In the event of dissolution of Consultant's business,
custody of the books and records may be given to City, and access shall be provided by
Consultant's successor in interest. Notwithstanding the above, the Consultant shall fully
cooperate with the City in providing access to the books and records if a public records request is
made and disclosure is required by law including but not limited to the California Public Records
Act.
6.2 Reports.
Consultant shall periodically prepare and submit to the Contract Officer such reports
concerning the performance of the services required by this Agreement as the Contract Officer
shall require. Consultant hereby acknowledges that the City is greatly concerned about the cost
of work and services to be performed pursuant to this Agreement. For this reason, Consultant
agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that
may or will materially increase or decrease the cost of the work or services contemplated herein
or, if Consultant is providing design services, the cost of the project being designed, Consultant
shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the
estimated increased or decreased cost related thereto and , if Consultant is providing design
services, the estimated increased or decreased cost estimate for the project being designed.
6.3 Ownership of Documents.
All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes,
computer files, reports, records, documents and other materials (the "documents and materials")
prepared by Consultant, its employees , subcontractors and agents in the performance of this
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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 fu1iher 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 cou1i 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
01 203 000 6/898 723.1 16
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provision or a waiver of any subsequent breach or violation of any provision of this Agreement.
Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of
the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by
a non-defaulting party on any default shall impair such right or remedy or be construed as a
waiver. Any waiver by either party of any default must be in writing and shall not be a waiver of
any other default concerning the same or any other provision of this Agreement.
7.5 Rights and Remedies are Cumulative.
Except with respect to rights and remedies expressly declared to be exclusive in this
Agreement, the rights and remedies of the parties are cumulative and the exercise by either party
of one or more of such rights or remedies shall not preclude the exercise by it, at the same or
different times, of any other rights or remedies for the same default or any other default by the
other party.
7 .6 Legal Action.
In addition to any other rights or remedies, either party may take legal action, in law or in
equity, to cure, correct or remedy any default, to recover damages for any default, to compel
specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain
any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary
provision herein, Consultant shall file a statutory claim pursuant to Government Code Sections
905 et seq. and 910 et seq., in order to pursue a legal action under this Agreement.
7.7 Termination Prior to Expiration of Term.
This Section shall govern any termination of this Contract except as specifically provided
in the following Section for termination for cause. The City reserves the right to terminate this
Contract at any" time, with or without cause, upon thirty (30) days' written notice to Consultant,
except that where termination is due to the fault of the Consultant, the period of notice may be
such shorter time as may be determined by the Contract Officer. Upon receipt of any notice of
termination, Consultant shall immediately cease all services hereunder except such as may be
specifically approved by the Contract Officer. Consultant shall be entitled to compensation for
all services rendered prior to the effective date of the notice of termination and for any services
authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation
or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the
event of termination without cause pursuant to this Section, the City need not provide the
Consultant with the opportunity to cure pursuant to Section 7.2.
7.8 Termination for Default of Party.
If termination is due to the failure of the other Party to fulfill its obligations under this
Agreement:
(a) City may , after compliance with the provisions of Section 7.2 , take over the work
and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable
to the extent that the total cost for completion of the services required hereunder exceeds the
0 I 203 .0006/898723 . I 17
L-19
compensation herein stipulated (provided that the City shall use reasonable effo11s 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 ~ervices 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.
0 I 20 3.000 6/8 98723 . I 18
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8.3 Covenant Against Discrimination.
Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons
claiming under or through them, that there shall be no discrimination against or segregation of,
any person or group of persons on account of race, color, creed, religion, sex, gender, sexual
orientation, marital status, national origin, ancestry or other protected class in the performance of
this Agreement. Consultant shall take affirmative action to insure that applicants are employed
and that employees are treated during employment without regard to their race, color, creed,
religion , sex , gender, sexual orientation , marital status , national origin , ancestry or other
protected class.
8.4 Unauthorized Aliens.
Consultant hereby promises and agrees to comply with all of the provisions of the Federal
Immigration and Nationality Act, 8 U.S.C. § 1101 et seq., as amended , and in connection
therewith , shall not employ unauthorized aliens as defined therein. Should Consultant so employ
such unauthori zed 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.
01 203 000 6/89 872 3.1 19
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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 "non interests" pursuant to Government Code Sections 1091 or I 091 .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 Authorize~
01 203.000 6/89872 3. l 20
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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]
01203.0006/898723. l 21
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date and year first-above written.
ATTEST:
Teresa Takaoka, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
William W. Wynder, City Attorney
CITY:
CITY OF RANCHO PALOS VERDES, a
municipal corporation
Barbara Ferrraro, Mayor
CONSULTANT:
By :_-f----::;.o...-,,::::C~-~=--------z~::::::...._--+-
Nam
Title:
LJi-y.~· =----~===;z~~---
Na
Title: es pera ion Manager
Address: 2250 Business Way,
Riverside, CA 9250 I
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.
0 I 203 .0006/898723 . I 22
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ACKNOWLEDGMENT
A notary public or other officer completing this
certificate verifies only the identity of the individual
who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or
validity of that document.
State of California d
county of Riversi e
on June 12th, 2023 before me, Candace Gallaher -Notary Public
(insert name and title of the officer)
personally appeared Steven Teal & Michael Hutchens
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) isl-are
subscribed to the within instrument and acknowledged to me that -1:letsl::ie/they executed the same in
l:i¾S#ler/their authorized capacity(ies), and that by hi&l'ler/their signature(s) on the instrument the
person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
(Seal)
--·······1 CANDACE GALLAHER
Notary Public • California z
Riverside County ~
Commission # 23006 29
My Comm . Expires Aug 8, 2023
L-25
EXHIBIT "A"
SCOPE OF SERVICES
I. Consultant will perform the following Services relating to the maintenance of the traffic
signal system:
A. Monthly Routine Maintenance
Consultant will execute a comprehensive monthly routine maintenance program as
recommended by the manufacturer and as listed below. Consultant will also maintain ,
at the same unit price, additional traffic signals and appurtenant devices as they are
installed or become a part of the maintenance requirements of the city.
Consultant will, at a minimum, perform the following tasks on the City's traffic
control systems monthly:
01 203 .000 6/898723 . I
•
•
•
•
Job Hazard Analysis (JHA) determining any potential hazards at the location .
Secure the area with proper traffic control as referenced in the most recent
edition of the W.A .T.C.H. Handbook and in accordance with the city's traffic
control requirements.
Clean and vacuum the controller and battery backup cabinets (if equipped)
and ensure the cabinet vents are un-obstructed, the air filter is clean, properly
inserted , and secure (air filters will be replaced semi-annually or sooner if
necessary).
Check inside the controller cabinet:
o Confirm that the controller cabinet is securely mounted to the
foundation and inspect the seal for deterioration. Excessive dampness
and plant or animal intrusion inside the controller cabinet will be
reported to the city and repaired immediately.
o Verify fan operation and ensure the thermostat is set to 95 degrees
Fahrenheit and that there is sufficient airflow through the cabinet.
o Inspect cabinet hardware (i.e., door gaskets, hinges , locks, etc.) for
proper operation. All deficiencies will be repaired and reported to the
city.
o Inspect electrical components (i.e., relays , load switches, equipment
displays and indications, flasher(s), rack-mount detectors ,
harness/connectors , service connections , system telemetry ,
communications system, cabinet grounding, GFCI receptacles,
terminal connections cabinet lights and switches, CMU (interlock)
door switch, the police panel switches, etc .) for proper operation and
adjust, as necessary.
o Verify proper operation of all equipment displays and
cabinet/controller indicator lamps. Deficiencies that pose a safety
concern will be corrected immediately.
o Annually verify that controller software or firmware is up to date.
B-1
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01203 .0006/898 723 . l
• Examine the functionality of the controller in relation to traffic at the
intersection and confirm all phase and coordination timing is programmed
correctly and is current based on the timing sheet located in the controller
cabinet.
• Verify phase actuation from vehicle/traffic.
• Confirm proper intersection cycling by manually placing vehicle and
pedestrian calls on each phase through the cabinet test switches or the
controller keypad to verify controller servicing of each phase.
• Ensure controller's date and time is correct and adjust all controller clocks
within 48 hours of time changes related to Daylight Savings Time. This also
includes confirming the correct date and time in all Conflict Monitor Units
and Malfunction Management Units (CMU/MMU) during each visit.
• Cbeck the controller log buffers and investigate any faults that may have
surfaced since the last maintenance visit.
• Annual (or sooner) CMU's/MMU's tests with an MT-180 or equivalent
conflict monitor tester. Individual test results will meet the city's
documentation requirements and be available in each controller cabinet and an
electronic file (USB) will be delivered to the City within 30 days after
completing the testing. This test will also be documented on the routine
maintenance log located in the controller cabinet.
• Confirm all detector loop cables are correctly identified, connected to the
correct vehicle detector field terminals, and that a call is placed on the correct
detector input, and that the input places a call on the correct controller phase.
Consultant will adjust or retune detector amplifiers and correct substandard
splices, as necessary. Loops requiring re-seal or replacement will be
documented and reported to the city immediately.
• If the intersection is equipped with video/radar detection Consultant will
verify that detection zones are properly structured. Consultant will verify
proper camera operation by monitoring the vehicle call on the video processor
unit and confirm that the calls are registering in the controller and actuating
the correct phase in the controller. Consultant will verify that detection system
software has been properly updated.
• If equipped, Consultant will confirm operation of all preemption devices (i.e.,
railroad, emergency vehicle preemption (EVP), fire station preemption, etc.).
• If equipped, Consultant will inspect CCTV cameras for correct operation and
check for damage to wiring or housing and clean lens.
• Consultant will test interconnect systems to maintain existing operation and
will notify the City of any deficiencies .
• If equipped, Consultant will check the battery back-upsystems/uninterruptible
power supplies (UPS) including checking/logging the battery and load levels .
Consultant will report any batteries that require replacement immediately. In
addition, Consultant will confirm all battery connections to ensure they are
clean and secure. All events and run time will be documented inside each
controller cabinet.
• Consultant will perform a monthly night check of all signals, safety lighting,
and illuminated street name signs (IISNS) at all signalized intersections (if
B-2
L-27
equipped). Burned out signals/bulbs will be replaced, and findings will be
submitted to the city.
• Consultant will walk the intersection (clockwise and counterclockwise) and
visually inspect all poles, signal heads, pedestrian signals, associated
framework , and signal mounted signs for proper operation, alignment, and
broken or missing parts.
• Consultant will perform the following checks outside of the controller cabinet:
o Depress all pedestrian push buttons and observe proper timing and
display.
o Visually inspect the loops for sufficient sealant or exposed loop wires.
o Inspect pull boxes, pull box lids and hand-hole covers. Missing
covers/lids will be replaced immediately.
o Visually inspect all signal doors, back plates, and visors and confirm
they are secure.
o Remove unauthorized signs, stickers, and posters that can be easily
removed from traffic signal poles and the controller cabinet. Graffiti
will also be removed within twenty-four (24) hours of notification.
o Prepare a list of locations where painting may be necessary, which will
be submitted to the City for approval.
• Consultant will lubricate cabinet door locks and padlocks quarterly, unless
required sooner.
• Con s ultant will maintain an inventory list of all equipment in the controller
cabinet at each location. This list will also be updated electronically and
provided to the City yearly in a Microsoft Excel spreadsheet.
• Consultant will document all maintenance activities on the City approved
Preventative Maintenance checklist, on the cabinet log, and in their mobile
device which is wirelessly communicating to a maintenance server enabling
the City to view all progress in virtually real-time.
• Flashing Beacons and Rapid Flashing LED Pedestrian Crossing will be
inspected for proper operation and alignment. Routine adjustments, routine
repairs, and alignment corrections will be made as needed.
B. Extraordinary Maintenance and Emergency Response Services
Extraordinary/Emergency Response Services include, but are not limited to, the
following:
0 I 203 .000 6/898 723 . I
• Respond to a callout for a bulb or LED burn out
• Respond to a callout for a signal reset
• Respond to an emergency call out.
• Repair of items damaged by a traffic collision
• Replace damaged loop detectors
• Re-paint back plates
• Replace or repair pedestrian push bush button
• Paint controller cabinets
• Any other work as requested by the City not covered under Monthly Routine
Maintenance Services
B-3
L-28
Consultant will notify the City prior to any traffic signal deactivations that may be
necessary to provide the required services. Traffic signal shutdowns will not be
scheduled without the approval of an authorized representative of the City. Also,
Consultant will not proceed with any extraordinary repairs without authorization from
the City, unless it is a matter of public safety.
C. Illuminated Street Name Signs
Replace illuminated street name signs to the specifications of the City, on an as-
needed basis as requested by the City.
II. As part of the Services, Consultant will prepare and deliver the following tangible work
products to the City:
A. The City's Contract Officer may request that check-sets or working versions of
documents be submitted for ongoing routine review. City staff will review all
deliverables, including preparatory or record materials for service deliverables,
and provide comments. Consultant is required to revise draft deliverables to
address City staffs' comments.
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 Report: The Consultant shall maintain, and provide to the City in electronic
format, a record of all service calls and work performed upon the signa l equipment
li sting dates, hour of day, and description of work or work performed in an electronic
database format. Additionally, a hard copy of such record shall be maintained at all
times within the controller cabinet at each signal location. A detailed summary report
providing a description of all routine and unscheduled maintenance activities
performed at each intersection shall be attached to each associated monthly invoice.
Invoices will not be paid until the summary has been received.
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 utili ze the following personnel to accomplish the Services:
A. Joshua Ferras, Project Manager
B. Technicians, as approved by the City's Contract Officer
01203 .0006/898723 .1 B-4
L-29
EXHIBIT "B"
SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
Added te xt indicated in bold italics , deleted text indicated in strikethrough.
[INT ENTIONA LLY LEF T BLANK]
0 1203 .0006/898723.1 B-1
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EXHIBIT "C"
SCHEDULE OF COMPENSATION
I. The following budgets shall apply for each task:
The following budgets shall be in effect for each task:
Tasks Annual Amount Total for 3 Year Term
Monthly Routine Maintenance $22,908 $68,724
Extraordinary Maintenance $67,092 $201 ,276
and Emergency Response
Illun:iinated Street Name Signs $150,000 $150,00
(ISNS)
$420,000
Monthly Routine Maintenance:
Consultant shall perform all inspection, testing, checking, verification, examination,
confirmation; cleaning; associated set-up and traffic control; associated corrections; and
associated record-keeping and reporting at the lump sum price in the budget table.
Extraordinary Maintenance and Emergency Response:
Consultant shall provide the City with a proposal for the cost of extraordinary maintenance and
any repairs identified during routine monthly maintenance. The proposal shall include all labor,
equipment, and materials costs using the rate tables. Consultant shall not proceed with work until
approved by the City, except in the case of an emergency in which case the Consultant shall
immediately proceed with all necessary repairs and record all labor, equipment, and materials
used; and provide a report of such to the City.
Illuminated Street Names Signs:
Consultant shall provide the City with a proposal for the cost of installed illuminated street name
signs. The proposal shall include all labor, equipment, and materials costs using the rate tables.
Consultant shall not proceed with work until approved by the City, except in the case of an
emergency in which case the Consultant shall immediately proceed with all necessary repairs
and record all labor, equipment, and materials used; and provide a report of such to the City.
0 I 203.0006/898723 . I D-1
L-31
Rou ti ne Pr eventat i,v e Ma intenance
Item Des rnntion ouan titv umit Price Momtln lv Annual'
Ro ut i11~ Mai nten ance -n affic Sigm !.;• 17 $9 0 .00 $1,530 .00 $18 ,3 60•.00
Ro ut i11~ Maii nten ance -Ff.ash in9 &.!aeo ns 5 $42.00 S2 10 .00 $2,520.(Ml
Ro ut in~ Ma,i nten ance -Sa fety Lig:h ti11.gi 2 $42.00 $84.00 S1,00S.Ctll
Rout im,e-M aJnte nance -LED Pfod e;t ria.D Cror,ing 1 $8 5.00 $8 5 .00 $1;021).,C.l)
T o tal Est imated Pr oj ect Cost f or Rou t i 11e Mainte nance : $2'2'.90 8.00
l ab o r Ra t es
Item Descriotion uni t Reoula r Time •• owertime •• Pre111ium lf ime "
Trilffic 5i,gna1 Tech11k ian Hourly $13 5 .00• S H 0.CO S2.'!l¢.C•D
Fo remm Hourly $14 5 .0 0• S 1 60.CO S21 5,.C-D
Laborer Hourly $104 .00• 5 1 50.CO $1 5O.C.D
naru;po1ta1i'0 n f 11,gi11,~er l Hourl,1 $16 5 0 0 S 1 6 5.~O S16S..C,0
• An nual CM U lie sting is incl u d ed i n our pricin g for Prev en tative M a i 11t en ance o f traffic si g 11als
u W o r k Hours a r e a s follo w s:
;. Reg ul ar 1-io·ur s ar e Mon.clay t h ru Frid ay (exclu d in g n o li d ay·s) f rom 7 :30a m t o 4 :00pm.
;. o~•erti m e Ho u rs are Mc,nday t hru Frida,' after the.s e wort h o u rs i or th e fi r st fou-r $1 ra ight hou rs o n any
j ob as w el l as Saturdl ay for th e in it i al 8 workin g n o,ur s.
r Pr enrt iui m l +0rur s are fi.iton cf ay thr u Fr id ay after four f:\01urs o OT on any one j ,o,b .. Satu rd a)•s after 8 h o u rs
o n an y o ,ne job, all d a>• Su n d ay stlrting at 12:00am u n t il M o nda,, at 7:3 0a m an d all holi cfa~•s sta rtin g at
12:00ai m u nt i l the n ext m o rn i ng at 7:3 0am .
E t R t :q m p men a es
Item Descriotion unit Pe r Hou r
aucket Trlllt k Hourly $32 .0 0•
ser~[cl!-Tlu crc 1•1/g enerato r and toolcS Hou rl y $28.00
Cran,e-Tru ck Hou rl y $10,.00
Arrow Board! Hourly SS.00
Com pressor Hou rl y $10 .00•
Materia ls
Ite m Desai tion Un it Mark-U %
M aterials p lus mark-up 15%
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 perform ed, the number of hours
worked , and the hourly rate .
B . Line ite ms for all materials and equipm e nt properly charged to the Services.
0 1203 0006/89872 3 I D-2
L-32
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 materials, and equipment are
attached as Exhibit C-1. NOT APPLICABLE
01203 .0006/898723 .1 D-3
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EXIDBIT "D
SCHEDULE OF PERFORMANCE
I. Consultant shall perform all Services timely as follows:
A. Routine Maintenance:
All routine maintenance shall be completed monthly and reports shall be submitted
monthly.
B. E xtraordinary Maintenance and E mergency Response:
Consultant shall provide the Contract Officer with a written proposal within five
business days of identifying, or being notified of, extraordinary maintenance.
Consultant shall provide revised proposals within one business day of receiving
comments from the City. Repairs shall be completed within ten business days of
receiving a Notice to Proceed from the City.
Emergency Response, defined as anything that affects the
proper functionality and safety of a signal, shall be within 2
hours. Emergency repair work shall begin immediately and
continue uninterrupted until complete.
C . Illuminated Street Names Signs:
Consultant shall provide the Contract Officer with a written proposal within ten
business days of a request for repair or replacement of an illuminated street name
sign. Consultant shall provide revised proposals within one business day of receiving
comments from the City. Repairs or replacement shall be completed within fifteen
business days of receiving a Notice to Proceed from the City.
II. Consultant shall deliver the following tangible work products to the City by the
following dates .
III. The Contract Officer may approve extensions for performance of the services in
accordance with Section 3.2.
0 I 203.000 6/898723 . I D-1
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THIS DELEGATION ONLY APPLIES TO YUNEX, LLC. ALL CONTRACTS, BIDS,
CERTIFICATES, AFFIDAVITS OR ANCILLARY DOCUMENTS TO BE SIGNED ON BEHALF
OF SIEMENS MOBILITY, INC. MUST BE SIGNED BY RODNEY MATHIS AND DIRK
RAUSER WITHOUT EXCEPTION
D E LEGATION OF APPROVAL AUTHORITY FROM
CEO-PRESIDENT & MANAGING DIRECTOR AND CFO-MANAGING DIRECTOR FINANCE
YUNEX, LLC.
YUN::X
TRAFFIC
A. The undersigned Rodney Mathis, CEO President & Managing Director and Dirk Rauber, CFO &
Managing Director Finance of the Yunex, LLC . (the "Corporation "), a corporation duly organized and
existing under the laws of the State of Delaware, by virtue of the authority vested as President and CFO
to sign or countersign and otherwise execute in the name, or on behalf of the Corporation, any bids,
projects , contracts, agreements and any certificates, affidavits or ancillary documents in connection
therewith to the extent the foregoing instruments and are consistent with the limits of authority granted
under LoA guidelines and grants of release for and on behalf of the Corporation, do hereby delegate to
and acknowledge that the following person(s) may exercise such authority for and on our behalf up to
$3 million .
AUTHORIZED SIGNATORIES
Business Operations Finance/Central Support Function
/Name/Position) /Name/Position)
Manager, Procurement
B. It is further acknowledged that the following individuals are hereby authorized to sign or countersign
and otherwise execute in the name , or on behalf of the Corporation, the same documents as referenced
in paragraph A , up to and including a transactional limit of $1,500,000 . Any such delegation extends
to but is limited to the same scope , documents and subject matter as referenced and granted in
paragraph A , limited to the monetary amount stated in this paragraph.
AUTHORIZED SIGNATORIES
Business Operations Finance/Central Support Function
(Position) (Position)
Director, PLM/R&D Commercial Manager, Service
Head of Projects Commercial Manager, Products
Project Manager, Miami & Florida Commercial Project Manager, Miami
Director, Service Commercial Manager, Projects
V.P . Sales Controller/Head of Accounting
V.P . Operations
C. It is further acknowledged that the following individuals are hereby authorized to sign or countersign
and otherwise execute in the name, or on behalf of the Corporation, the same documents as referenced
in paragraph A , up to and including a transactional limit of $500 ,000 . Any such delegation extends to
but is limited to the same scope , documents and subject matter as referenced and granted in paragraph
A, limited to the monetary amount stated in this paragraph .
AUTHORIZED SIGNATORIES
Page 1 of 3 Restricted
L-35
Business Operations
(Position)
Operations Manager
Project Manager
Material Manaqer
Technical Project Manager
Finance/Central Support Function
(Position)
Commercial Project Manager
Commercial Service Manager
YUN::X
TRAFFIC
D. It is further acknowledged that the following individuals are hereby authorized to sign or countersign
and otherwise execute in the name, or on behalf of the Corporation, the same documents as they are
referenced in paragraph A, up to and including a transactional limit of $100 ,000 . Any such delegation
extends to but is limited to the same scope, documents and subject matter as referenced and granted
in paragraph A, limited to the monetary amount stated in this paragraph .
AUTHORIZED SIGNATORIES
Business Operations Finance/Central Support Function
(Name/Posit ion) (Name/Position)
Service Account Manager SCM Expert
Sales Manaqer
Bid Manaqer
E . It is further acknowledged that each of the signatures of the persons referred to in paragraphs A, B, C ,
D, and E are binding upon the Corporation .
F . It is further acknowledged that any delegate's authority extends only to the scope and extent of the
delegate's respective job responsibilities . For instance, a project manager's delegation extends only
to the limits described herein and only to the project(s) for which the delegate has responsibility.
G . It is further acknowledged that any document shall require the signature of two (2) of the above
Authorized Signatories, one each from Business Operations and from Finance/Central Support
Functions, whom shall have the requisite signature authority to be legally binding upon the Corporation .
H . It is further acknowledged that each of the persons referred to herein is authorized to delegate such
person's authority hereunder to additional members of his or her management team up to the limit of
such person's delegation of authority, provided that such delegation is in written form signed by the
delegator and filed with the Legal Department.
I. It is further acknowledged that the Secretary or an Assistant Secretary of the Corporation is authorized
to issue certifications attesting to the incumbency, authority and status of any of the persons referred
to in this resolution.
J . Any prior versions of this general Delegation of Authority policy are void.
IN WITNESS WHEREOF, we have hereunto subscribed our names and affixed the corporate seal of the
said company, as of the 25th day of August 2022.
Page 2 of 3
Rodney
Mathis
Rodney Mathis
Olgitalty sign~ by Rodney l,lathls
ON . cn:Rodney Mathis, C"US,
oaYunu Traffic, ou11Yunes Tralfic,
emadsrodtley.mathls @)'Unekltafflc.com
Reason : I am app10',lng this document
Date : 2022.08.25 16 :28·28 -05'00'
President & Managing Director
Yunex, LLC .
Restricted
L-36
CERTIFICATE
Dirk Rauber
Dig itally sig n ed by Rauber Dirk
Date: 20 22.08.25 13 :53:55
-07'00'
Managing Director Finance
Yunex, LLC
YUN::X
TRAFFIC
I, Pamela Brickner, certify that I am the Secretary of Yunex, LLC, that Rodney Mathis and Dirk
Rauber who signed this agreement for this corporation , were then President and Managing
Director USA and Managing Director Finance USA of this corporation; and this agreement was
duly signed for and on behalf of this limited liability company by authority of its governing body
and within the scope of its corporate powers. Witness my hand and seal of this corporation on
this 25th day of August 2022. '"'""'"'"'''' 0 ~ ,,,,,,, nex Ll''11,,
n. · ,,,, ~ ~,,1"""""''''''' 0 ,,.,, By : ~ '--'-'·~ /' ,,,,,,,, y,.BILI T}" ,,,,,,,, ,,,,,
(CORPORATE SEAL) / /1/"' 00i'',\ \
~ f ~ SE A L ~ ~ ~
= = 2021 " = % \ ::i f -:. ~ .:-.. .::
~~--,, ....... ,, ./) ~ .. ,.......... ,,2' ,., ,,,, '.li:LA,v~~,,,,, ,,
,,,,, 1,,,,,,,,1111 11 111111' ,,,,' ,,,,,, * ,\,,,,
'""'"'"''''''
Page 3 of 3 Restricted
AMENDMENT NO. 1
TO AGREEMENT FOR PROFESSIONAL SERVICES
THIS AMENDMENT TO THE AGREEMENT FOR PROFESSIONAL SERVICES
(“Amendment No. 1”) by and between the CITY OF RANCHO PALOS VERDES, a California
municipal corporation (“City”) and GEOSYNTEC CONSULTANTS, INC., a Florida
corporation (“Consultant”) is effective as of June 20, 2023.
RECITALS
A. City and Consultant entered into that certain Agreement for Professional Services
dated June 1, 2021 (“Agreement”) whereby Consultant agreed to provide engineering consulting
services in conjunction with the Palos Verdes Peninsula Watershed Group Coordinated Integrated
Monitoring Program Implementation (CIMP) for an initial Term of 3 years, expiring May 31,
2024, with the option to renew for one additional year, for a Contract Sum of $969,683.
B. Additional monitoring and reporting activities are required in order for the City to
remain compliant with the Regional MS4 Permit and state regulations.
C. Therefore, City and Consultant desire to amend the Agreement (“Amendment No.
1”) to expand the Scope of Services as provided in this Amendment No. 1 and increase
compensation by $172,526 for a total Contract Sum of $1,142,209.
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
$969,683 (Nine Hundred Sixty-Nine Thousand Six Hundred Eighty-Three Dollars)
$1,142,209 (One Million One Hundred Forty Two Thousand Two Hundred Nine
Dollars) (the “Contract Sum”), unless additional compensation is approved
pursuant to Section 1.9.”
b. Exhibit “A” Scope of Services is repealed and replaced with the
attached Exhibit “A” Amendment No. 1 Scope of Services.
c. Exhibit “C” Schedule of Compensation is repealed and replaced with
the attached Exhibit “C” Amendment No. 1 Schedule of Compensation.
d. Exhibit “D” Schedule of Performance is repealed and replaced with the
attached Exhibit “D” Amendment No. 1 Schedule of Performance.
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01203.0006/889369.1 -2-
2. Continuing Effect of Agreement. Except as amended by this Amendment No. 1,
all provisions of the Agreement shall remain unchanged and in full force and effect. From and
after the date of this Amendment No. 1, whenever the term “Agreement” appears in the Agreement,
it shall mean the Agreement, as amended by this Amendment No. 1 to the Agreement.
3. Affirmation of Agreement; Warranty Re Absence of Defaults. City and
Consultant each ratify and reaffirm each and every one of the respective rights and obligations
arising under the Agreement. Each party represents and warrants to the other that there have been
no written or oral modifications to the Agreement other than as provided herein. Each party
represents and warrants to the other that the Agreement is currently an effective, valid, and binding
obligation.
Consultant represents and warrants to City that, as of the date of this Amendment No. 1,
City is not in default of any material term of the Agreement and that there have been no events
that, with the passing of time or the giving of notice, or both, would constitute a material default
under the Agreement.
City represents and warrants to Consultant that, as of the date of this Amendment No. 1,
Consultant is not in default of any material term of the Agreement and that there have been no
events that, with the passing of time or the giving of notice, or both, would constitute a material
default under the Agreement.
4. Adequate Consideration. The parties hereto irrevocably stipulate and agree that
they have each received adequate and independent consideration for the performance of the
obligations they have undertaken pursuant to this Amendment No. 1.
5. Authority. The persons executing this Amendment No. 1 on behalf of the parties
hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to
execute and deliver this Amendment No. 1 on behalf of said party, (iii) by so executing this
Amendment No. 1, such party is formally bound to the provisions of this Amendment No. 1, and
(iv) the entering into this Amendment No. 1 does not violate any provision of any other agreement
to which said party is bound.
[SIGNATURES ON FOLLOWING PAGE]
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01203.0006/889369.1 -3-
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 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:
GEOSYNTEC CONSULTANTS, INC., a
Florida corporation
By: ________________________________
Name: Ken Susilo
Title: Vice President
By: ________________________________
Name: Chris Wessel
Title: Senior Principal
Address: 5901 W. Century Blvd., Suite 1450
Los Angeles, CA 90045
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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01203.0006/889369.1
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.
M-4
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01203.0006/889369.1
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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01203.0006/889369.1
EXHIBIT “A” AMENDMENT NO. 1
SCOPE OF SERVICES
I. Consultant will perform the following Engineering services (“Services”):
A. Palos Verdes Peninsula Watershed Management Group Coordinated Integrated Monitoring
Program (“CIMP”) Implementation (the “Project”):
Task 1. Project Management
• One kickoff meeting and one kickoff field meeting in the first year.
• Four group meetings per year. For cost savings, it is assumed that data report presentations will
take place during these scheduled meetings and attendance will be virtual.
• Two access permits are assumed to be needed to install the flow monitoring equipment. The
County access permit is assumed to cost approximately $1,260 annually; there is no fee
assumed for City-specific permits.
Task 2. Receiving Water Monitoring
• Peninsula-RW1 will not have a TST failure requiring sampling at Peninsula-RW-1S in
accordance with Permit Attachment E (and as further interpreted by the clarifying
memorandum from the Regional Board).
• One receiving water sample will require TIE per year.
• No constituent or class of constituents causing toxicity will be identified during the assumed TIE
event.
• One field duplicate will be collected and analyzed for the parameters listed Table 3 of the RFP
per year for dry and wet weather.
Task 3. Stormwater Outfall Monitoring and Task 5. Non-Stormwater Outfall Monitoring
• Based on initial field investigation and review of the CIMP, the sampling manhole at SD1
appears to be in the street. As a result, traffic control has been assumed to be necessary at this
location. It has been assumed that a traffic control plan already exists and can be utilized
without modification.
• One field equipment blank and one bottle blanks will be collected and analyzed for the
parameters listed in Table 6 of the RFP per year during wet weather.
• No aquatic toxicity samples are assumed for outfall sampling.
• NSW outfall screening has not been included in the scope of work.
Task 4. TMDL Stormwater Outfall Monitoring
• An access agreement can be arranged with the private property owner where the Valmonte site
is located. The Geosyntec Team will be able to place a lock on the park gate to simplify access
during storm events.
Task 5. Non- Stormwater Outfall Monitoring
• NSW Outfall Monitoring at 2 sites
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01203.0006/889369.1
Task 6. Stormwater Outfall Monitoring Flowmeter Installation
• Installation of 2 flowmeters
• Installation of 2 additional flowmeters
Task 7. Monitoring Records
• Incorporation of additional TMDL data into the database is limited to SMBBB TMDL bacteria
data and Harbor Toxics TMDL monitoring.
• Machado Lake TMDL monitoring monthly reports will include all wet and dry weather events
occurring during the month in a single report
• For annual Integrated Monitoring Compliance Report, it is assumed that all data related to
programs and new development/redevelopment/retrofit projects that are to be included will be
provided to the Geosyntec Team.
Task 8. Annual Adaptive Management
• Draft CIMP adaptive management update recommendations memo
• Final CIMP adaptive management update recommendations memo
Task 9. CIMP Modification per MS4 Permit
• Revise CIMP – Background/Draft
• Revise CIMP – Final
• Revise CIMP – Board Comments
• For Fiscal Year 2022-2023:
• Modify the CIMP to meet all regulatory requirements and comply with the latest
MS4, including, but not limited to the following:
• Adding the City of Rolling Hills;
• Removing/adding pollutants required to be monitored;
• Modifying analysis methods to meet new reporting limits (RLs);
• Updating sample figures;
• Adding/removing monitoring locations; and
• Revising reporting requirements.
B. Santa Monica Bay Beaches Bacteria (SMBBB) TMDL Monitoring for Fiscal Years
2022-2023 and 2023-2024:
Task 1. Project Management
• Regular communication with the City on the status of scope, schedule, and budget.
• Coordination with Consultant, the City, Peninsula Watershed Management Group (WMG),
and the City’s water quality consultant.
• Organization of Team coordination calls.
• Tracking expenditures related to budget spent on a weekly basis throughout the Project
duration to confirm that the Project stays on schedule and budget and that potential deviations
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01203.0006/889369.1
are identified, communicated, and mitigated early.
Task 2. Weekly Monitoring
• Weekly sampling at coordinated shoreline monitoring locations SMB 7-1, SMB 7-2, SMB 7-
3, SMB 7-4, and SMB 7-5 for three fecal indicator bacteria (FIB) parameters – total coliform
density, fecal coliform density, and enterococcus density in compliance with the Santa
Monica Bay Beaches Bacterial (SMBBB) Total Maximum Daily Load (TMDL) Coordinated
Shoreline Monitoring Program (CSMP) and consistent with the requirements of the SMBBB
TMDL.
• Weekly bacteria monitoring at these five sample locations will be conducted per the approved
Peninsula Coordinated Integrated Monitoring Plan and SMBBB CSMP. Additional
accelerated monitoring will be conducted by the Geosyntec Team on subsequent days when
trigged in response to exceedance of the single-sample bacteria objectives, as described in the
SMBBB CSMP.
• Michelson Laboratories will provide both sample collection and initial reporting services as
part of the Geosyntec Team for the Peninsula WMG. Sampling results, including the field
data form, will be provided to Geosyntec by Michelson on a weekly basis via an electronic
spreadsheet.
• SMBBB TMDL Shoreline Monitoring is at five (5) sample locations. Labor includes site
observations at sample locations. Collection includes use of a trained technician.
• A total of sixteen (16) repeat sample events per year are included for the SMBBB TMDL
Shoreline Monitoring.
Task 3. Data Analysis and Reporting
• Summarize SMBBB TMDL Shoreline monitoring data received from Michelson Laboratory.
• Import received data into a database and generate weekly and monthly reports that provide
information such as sample locations, monitoring results, and indication of exceedances.
• Reports will be sent to the Peninsula WMG and other requested parties on a weekly basis.
Monthly summary reports will also be provided.
• Preparation and submittal of semi-annual data reports (two per year) in compliance with
requirements specified in the Regional MS4 Permit.
• Semi-annual data submittals will be prepared in Excel in California Environmental Data
Exchange Network (CEDEN) format, consistent with the Regional MS4 Permit requirements.
• These semi-annual reports, due to the Regional Board by June 15 and December 15 of each
year, will be prepared at least one month prior to submission date to provide the WMG with
ample time for review.
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01203.0006/889369.1
II. As part of the Services, Consultant will prepare and deliver the following tangible
work products to the City:
A. CIMP data analysis and reporting: 1. One (1) Draft SAP with integrated HASP.
2. One (1) Final SAP with integrated HASP.
3. Five (5) Receiving Water Monitoring Reports per year: three (3) separate wet
weather monitoring events and two (2) dry weather monitoring events. The
reports will include field logs, summary of results, results tables, and analytical
laboratory data.
4. Five (5) Stormwater Outfall Monitoring Reports per year: three (3) separate wet
weather monitoring events and two (2) dry weather monitoring events. The
reports will include field logs, summary of results, results tables, and analytical
laboratory data.
5. Twelve (12) Machado Lake Nutrients TMDL Stormwater Outfall Monitoring
Reports per year: twelve (12) dry weather monitoring events, one (1) event per
month. The reports will include field logs, summary of results, results tables, and
analytical laboratory data.
6. (2) CEDEN data sets per year: semiannually
7. One (1) Draft Watershed Annual Report Section 6 Integrated Monitoring
Compliance Report.
8. One (1) Final Watershed Annual Report Section 6 Integrated Monitoring
Compliance Report.
9. Attendance and participation at Palos Verdes Peninsula Watershed meetings if
requested.
10. For Fiscal Year 2022-2023: Draft and Final CIMP, revised based on Peninsula
Watershed Management Group comments and compliant with all regulatory
requirements and latest MS4 permit.
11. For Fiscal Year 2022-2023: Final CIMP, revised based on Regional Water
Quality Control Board comments and compliant with all regulatory requirements
and latest MS4 permit.
B. SMBBB Data Analysis and Reporting for Fiscal Years 2022-2023 and 2023-2024:
1. 52 weekly SMBBB TMDL shoreline monitoring data submittals, per year.
2. Additional data submittals following accelerated monitoring events, as necessary.
3. 12 monthly SMBBB TMDL shoreline monitoring data submittals, per year.
4. Two semi-annual data reports, per year.
5. All memoranda and reports include one round of review from the Peninsula Cities
WMG, with consolidated electronic comments provided to Consultant to be
incorporated into the final version.
6. A total of sixteen (16) repeat sample events are assumed for the SMBBB TMDL
Shoreline Monitoring per year.
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01203.0006/889369.1
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:
1. During the wet weather monitoring season, email correspondence summarizing
forecasts and the potential for wet weather event monitoring will be provided, as
necessary. Go/No-Go decisions for wet weather monitoring events will be
included with appropriate documentation.
2. During dry weather, email correspondence identifying proposed monitoring dates
will be provided at a minimum of once per month.
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:
Christopher Wessel, PE, QSD/QSP – Project Director
Avery Blackwell, PE - Project Manager
Stacy Luell, PE, QSD/QSP – Assistant Project Manager
Brandon Steets, PE, QISP, ToR – Senior Technical Advisors
Todd M. Bear, D.Env. – Senior Technical Advisors
Jim Burton, PE, QSP/QSD – Sample Collection
Curtis Fang, PE – Data Collection and Reporting
Maria Colyar, EIT, QISP – Data Collection and Reporting
Paige Fitzgibbon – Data Collection and Reporting
Jared Ervin, PhD – Advanced Tasks
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01203.0006/889369.1
EXHIBIT “C” AMENDMENT NO. 1
SCHEDULE OF COMPENSATION
I. Consultant shall perform the following tasks at the following rates:
Year 1 - CIMP
Year 2 - CIMP
Year 2 – SMBBB
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Task Geosyntec Subs Labs Total
Ta sk 1 . Pro ject Ma n agement $ 34 ,557 $ 1 8,590 $ -$ 53 ,147
Tas k 2. Rece iv ing Water Mo nit o rin g $ 8,038 $ 1 5,020 $ 25,1 72 $ 48,230
Ta sk 3. St ormwat er Outf all Mo nito ri ng $ 9.429 $ 32,34 0 $ 19.439 $ 6 1,208
Tas k 4. TM DL St o rmwater Outf all Mon ito rin g $ 9,675 $ 32,1 60 $ 13 ,131 $ 54,966
Tas k 5. Non-Sto rmwater Ou t fa ll Mon ito rin g $ 4,1 53 $ 9,220 $ 2.5 1 5 $ 15,888
Ta sk 6. Inst all at ion of flow met ers $ 3,709 $ 1 2,660 $ -$ 16,369
Ta sk 68. OPT IONAL -Insta ll atio n of flow met ers $ 3,709 $ 1 2,660 $ -$ 16,369
Tas k 7 . Mo nit orin g Reco rds $ 62,932 $ 1 2 .. 690 $ -$ 75,622
Ta sk 8. Ann ua l CIM P Ada pt ive Ma n agement $ 5,770 $ $ -$ 5,770
Tas k 9. OP TI ONAL-CIM P Mo difi ca t ion pe r MS 4 Pe rm it $ 1 5,736 $ $ -$ 15.736
Total, without optional Tasks $ 138,262 $ 132,680 $ 60,257 $ 331 ,199
Total, plus opt iona l Tasks 6B and 9 $ 157,708 $ 145,340 $ 60,257 $ 363,305
T ask Geosyntec Subs Labs Total
Task l. Project Management $27,441 $5 ,120 -$32 ,561
Task 2 . Receiving Water Monitoring $10,125 $15 ,020 $42 ,565 $67 ,710
Task 3. Stormwater Outfall Monitoring $8 ,998 $25 ,840 $22 ,355 $57 ,194
Task 4 . TMDL Stormwater Outfall Monitoring $9,675 $32 ,160 $13,131 $54,966
Task 5. Non-Stormwater Outfall Monitoring $4,545 $9 ,220 $5 ,784 $19 ,550
Task 6. Installation of flow meters ----
Task 6B . Installation of flow meters -- - -
Task 7. Monitoring Record s $62 ,304 $12 ,690 -$74 ,994
Task 8 . Annual CIMP Adaptive Management $5 ,77 0 --$5 ,77 0
Task 9. CIMP Modification per MS4 Permit $15 ,736 --$15 ,736
Total (O1iginal) $12 8,859 $100,050 $83,835 $312,744
Total (Including CO Request) $144,594 $100,050 $83,835 $328,481
Task Geosyntec Subs Labs Total
Task 1B -Pro ject Management $5 000 --$5 ,000
Task 2B -Weekly Monitoring $8,490 -$36 ,150 $44,640
Task 3B -Data Analysis and R eporting $36 500 --$36 500
Total $49,990 -$36,150 $86,140
01203.0006/889369.1
Year 3 - CIMP
YEAR 3 – SMBBB
II. A retention of ten percent (10%) shall be held from each payment as a contract
retention to be paid as part of the final payment upon satisfactory completion of
services.
NOT APPLICABLE
III. Within the budgeted amounts for each Task, and with the approval of the Contract
Officer, funds may be shifted from one Task subbudget to another so long as the
Contract Sum is not exceeded per Section 2.1, unless Additional Services are
approved per Section 1.9.
IV. 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.
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Task Geosyntec Subs labs Total
Tas k 1 . Pro ject Ma nagement $ 22 .3 4 1 $ 5.1 20 $ $ 27.461
Tas k 2. Receiv in11, Water Monit o rin11, $ 8.6 24 $ 1 5.020 $ 30.05 6 $ 53,700
Tas k 3. St ormwater Out f all Monitori n11, $ 8.9 98 $ 2 5.840 $ 22.355 $ 57.1 94
Tas k 4. TM DL St o rmwater Out f all Mon itorin g $ 9.6 75 $ 3 2.1 60 $ 1 3.13 1 $ 54,966
Tas k 5. Non-Stormwat er Out f all Mon itorin l1 $ 4.545 $ 9.220 $ 5,784 $ 1 9.550
Tas k 6. Inst allat ion of f low m eters $ -$ -$ $ -
Tas k 68. OPTIONAL -In sta ll at i on offlow meters $ -$ -$ $ -
Tas k 7. Mo nit oring Records $ 62 .304 $ 1 2.690 $ $ 74,994
Tas k 8. Annu al CIMP Adapt ive Ma nai1eme n t $ 5,770 $ -$ $ 5,770
Tas k 9. OPTIONAL -Cl MP Mod ifi cation p er MS4 Pe rmit $ -$ -$ $ -
T ot al, w ithout optional Tasks $ 122.258 $ 100,050 $ 71,326 $ 293,634
T ot al, pl u s o p t i onal T asks 6B and 9 $ 122.258 $ 100,050 $ 71,326 $ 293,634
Task Geosyntec S ubs Lab s Total
Task 1B -Proj ect M anage m ent $5 ,000 --$5 ,000
Tas k 2 B -W eekly Mo ni toring $8 ,490 -$36,150 $44,640
Ta sk 3B-D at a Ana lysis a nd R e porting $2 1 000 --$2 1,000
T ota l $34 ,490 -$36,1 50 $70,640
01203.0006/889369.1
V. The total compensation for the Services shall not exceed the Contract Sum as
provided in Section 2.1 of this Agreement.
VI. The Consultant’s billing rates for all personnel are attached as Exhibit C-1.
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01203.0006/889369.1
EXHIBIT "C-1"
PERSONNEL RATES
M-14
GEOSY TEC CONSU LTA TS
2021 RATE SCHEDULE
PENINSU LA CITIES C:ll'1P ll'1PLEME TATION
Staff Professional
Senior Staff Professional
Professional
Project Profe ss ional
Senior Professional
Pli.ncipal
Senior Plincipal
Pi·oject Administrator
Cle1ical
$135
$157
$178
$200
$225
$245
$268
$ 74
$ 58
Direct Expenses
Subcontract Se1vices
Personal Automobile (per mile)
Cost plus 10%
Cost plus 10%
OUTent Gov't Rate
EcoKai
2021 RATE SCHEDULE
PENINSULA CITIES CllVIP IMPLEMEN TATION
Field Technician
Senior Field Coordinator
Project Scientist
Senior Scientist & QA/QC
Principal Engineer
Administrator
75
85
105
125
135
55
01203.0006/889369.1
EXHIBIT “D” AMENDMENT NO. 1
SCHEDULE OF PERFORMANCE
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01203.0006/889369.1
I. Consultant shall perform all services timely in accordance with the following schedule:
M-16~ 2021 j 2022 ~ 2023 j 2024 !2:J TASK NAME I J PT5T6TNTD -JTF1MrA-1-MTJFPTT0--;--Np) 1 J rP·1["Tfu1TT' J?T5T0T~ . 311TMPTMff Pr0Jec1 Managemen1, commun1ea11ons ana Meetings 1. 1 Pr0jec1 management duties 1.2 Kickoff meeting 1.3 F,eld kick-off meet,ng 1 4 Attendance and participation at Palos Verdes Peninsula Watershed · meetings (assvme 4 mealing$) 1.5 Obtain necessary pe,mlls 1.6 Sampl<lg and AnalyslS Plan and Heallh and Safely Plan Receiving Water Monitoring 2.1 Water M(Jniloring at 2 locations (3 wet wealller evenlS per year 10 be determined by th8 date of storms) MS4 Stormwater OUtfall Monitoring 3.1 Stormwater outfall monitoring at 3 sites (3 wet weather events per year 10 be determined by Iha dale of slofms) • • • .. • • : • • • • • • • • • • • • .. • • • .. .. .. • • .. • • • .. • • TMO~ itormwater Outfall Monllorlng I · I I I I 1 TMDLourtallmoniloringal4sites(3welwealhereventsporyeartobe ,. • ,. , ., • • I • • • 4· 1 determined by the elate of storms) •• ··•··· ••• ·•· •••••.••••• ············•:• •• Non•Slormwater Outfall Monitoring 5.1 tJSW <"Jlfall m,;nit,;,iog at 2 •it•• Stormwater Outfall Monitoring Flowmeter lnstalfatlon 6. 1 Installation o4 2 flowmeters OPTIONAL• Stormwater Outfall Monftoring Flowmete Installation 6B 1 Installation ol 2 addilional flowmeters Monitoring Records 7 1 Receiving Waler Monl1oring Reports (wilhin 14 days of receipt of · monitoring resutts} 7 .2 ~::~tooitOt'ing Reports (within 14 days a receipt of monitoring 7.3 Machado UII<& TMDL Monitoring R&porl (Mo<lthly Submiltal) 7 .4 Semi-annual data submission {CEOEN) 7 .5 Externalty generated data suitability and inoorf)C'ation 7 .6 Annual 1nIegraIed Monit0df\9 Compliance Report Annual CIMP Adaptive Management 8.1 Draft CIMP adaptive management update recommendtions memo 8.2 Final CIMP adaptive management update recommendtions memo OPTIONAL TASK -CIMP Modification per MS4 Permit" 9.1 Revise CIMP -Baci<groun<11Draft 9.2 Revise CIMP -Final 9.3 Revise GIMP• Board Comments Project activity -Milestone • Dry weather monitoring event • Wei weather monitoring event Deliverable • ♦ .. .. .. • .. .. ♦ fi t·; --♦--♦ ♦--♦r T ♦ ♦T T♦ ♦t +♦ + + .♦ -t ♦ ♦ ♦-• • ♦ :1 • I♦ !-,♦ -+ -++ -t I I -=;:. T L ~ + + + ==· I 1--.. + + + +---"-'e+ --+ -. -I. _. ~ i I t-+ + + .. + + + + -+ + t:::lt + + + + + i --ii-+ + -... ... •Final date of the new Los Angeles MS4 permil ls pending. The schedule shown fot this task assumes a tinal approvat date of the new· Los Angeles MS4 permit by June 30. 2022.
01203.0006/889369.1
II. Consultant shall deliver the following tangible work products to the City by the following
dates.
A. CIMP monitoring and reporting
1. Final SAP with integrated HASP – October 2021
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01203.0006/889369.1
2. Five (5) Receiving Water Monitoring Reports – Within 14 Days of receipt of monitoring
results
3. Five (5) Stormwater Outfall Monitoring Reports – Within 14 Days of receipt of
monitoring results
4. Twelve (12) Machado Lake Nutrients TMDL Stormwater Outfall Monitoring Reports –
Monthly
5. (2) CEDEN data sets per year – Semi-Annually
6. One (1) Draft Watershed Annual Report Section 6 Integrated Monitoring Compliance
Report – October Annually
7. One (1) Final Watershed Annual Report Section 6 Integrated Monitoring Compliance
Report – November Annually
8. For Fiscal Year 2022-2023: Draft and Final CIMP, revised based on Peninsula Watershed
Management Group comments and compliant with all regulatory requirements and latest
MS4 permit – February 2022
9. For Fiscal Year 2022-2023: Final CIMP, revised based on Regional Water Quality
Control Board comments and compliant with all regulatory requirements and latest MS4
permit – February 2022
B. SMBBB monitoring and reporting for Fiscal Years 2022-2023 and 2023-2024
1. 52 weekly SMBBB TMDL shoreline monitoring data submittals, per year.
2. 12 monthly SMBBB TMDL shoreline monitoring data submittals, per year.
3. Two semi-annual data reports, per year – At least one month prior to June 15 and
December 15 of each year.
III. The Contract Officer may approve extensions for performance of the services in
accordance with Section 3.2.
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