20230620 Late Correspondence
TO: HONORABLE MAYOR & CITY COUNCIL MEMBERS
FROM: CITY CLERK
DATE: JUNE 20, 2023
SUBJECT: ADDITIONS/REVISIONS AND AMENDMENTS TO AGENDA
_____________________________________________________________________
Attached are revisions/additions and/or amendments to the agenda material presented
for tonight’s meeting.
Item No. Description of Material
L Contract Updates
O Investment Policy Revision Memo from Interim Director of Finance Ruiz
P Professional Services Agreements with vendor signature (Interwest
Consulting Group, Inc.)
2 Email exchange between Code Enforcement Officer Monroy and Ping
Shen; Email exchange between Code Enforcement Officer Whitten and
Ping Shen
** PLEASE NOTE: Materials attached after the color page(s) were submitted
through Monday, June 19, 2023**.
Respectfully submitted,
_______________
Teresa Takaoka
L:\LATE CORRESPONDENCE\2023\2023 Coversheets\20230620 additions revisions to agenda.docx
From: Lukasz Buchwald
Sent: Tuesday, June 20, 2023 8:50 AM
Cc: Ara Mihranian; Karina Banales; CityClerk
Subject: Late Correspondence -Consent Item L -PSA Acorn Technology Services for managed
Information Technology (IT) services.
(City Council in BCC)
Good Morning Mayor Ferraro and City Council,
Yesterday you should have received an email from Teri advising you that there was an updated version of the contract
attached to my staff report. Please note that the following three changes were made in the contract compared to the
original version in the agenda:
Contract expiration date (Section 5.1 Term) was changed to 6/30/2027 to make it coterminous with the budget
cycle
Contract renewal language (Section 5.1 Term) was changed to one (1) one (1)-year automatic renewal to make
the language consistent with the staff report
The "Onsite Support Exhibit" (page 18) language was slightly adjusted to give the City more control and give the
vendor more flexibility to manage the onsite resource and integrate them into their team more efficiently.
Original Language:
The technician will be on-site for a standard work week of 40 hours a week 4 days per week, Monday
through Thursday) 52 weeks a year, except for recognized
City holidays or when the City Hall is closed for the holiday break.
Current Language:
Acorn will provide an on-site resource for a minimum of 32 and up to 40 hours per week, 52 weeks a
year, except for recognized City holidays or when the City Hall is closed for the holiday break. The
detailed schedule will be agreed upon by both Acorn and the City, but it shall be no less than the
required 32 hours per week.
Thank you and please let me know if you have any questions!
Lukasz Buchwald
IT Manager
lbuchwald@rpvca.gov
Phone -(310) 544-5311
Address:
30940 Hawthorne Blvd.
Rancho Palos Verdes, CA 90275
Website: www.rpvca.gov
-
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RANCHO PALOS VERDES
MEMORANDUM
TO:
FROM:
HONORABLE MAYOR & CITY COUNCIL MEMBERS
BRITTANY RUIZ, INTERIM DIRECTOR OF FINANCE
(CONSULTANT-DAVIS FARR)
DATE:
VINA RAMOS, DEPUTY DIRECTOR OF FINANCE
JUNE 19, 2023
SUBJECT: REVISIONS TO AGENDA ITEM O -INVESTMENT POLICY
Staff is requesting to revise the City Council action item for Agenda Item 0: Investment
Policy for Fiscal Year 2023-24 by adding the following Recommended Council Action:
(3) Direct Staff to retain one of the City's Government Agency Sponsored Agency
Bonds with the face amount of $1,000,000 and current maturity term of 47 months,
thereby making a one-time exception extending beyond the maximum maturity of
36 months as stated in the City Council-adopted Investment Policy.
During the City's final financial audit in April 2023, Staff became aware that the City's
government sponsored agency bonds have a discrepancy between the City's Investment
Policy and the state guidelines. The City's Investment Policy allows for a maximum
maturity period of three years, while the state allows for five years. The invested Agency
Bond is four years from maturity as of June 30, 2023, and Staff's recommendation is to
reconcile this discrepancy.
To mitigate the occurrence of such discrepancies in the future, Staff has already
implemented process improvements. Additionally, on June 1, 2023, to further address
this inconsistency, Staff proposed an update to the Investment Policy to the Finance
Advisory Committee (FAC) for their consideration. The proposed update suggests
extending the maximum maturity period to five years, matching the state's maturity period.
This update would also align with other investment instruments with a five-year maturity
such as Certificate of Deposits and U.S. Treasury Obligations.
As stated in the staff report, prior to accepting Staff's recommendation, the FAC
requested for the City's investment broker (Stifel) to attend the next FAC meeting to
provide further insights and information. This will occur in September 2023.
Given that maturity term for this security is outside the maximum maturity term established
by the City's Investment Policy, Staff is seeking the City Council's approval to make a
one-time exception of retaining the agency bond from 36 months to 47 months as of June
0
PROFESSIONAL SERVICES AGREEMENT
By and Between
CITY OF RANCHO PALOS VERDES
and
INTERWEST CONSULTING GROUP, INC.
01203.0006/899546.3 1
p
AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF RANCHO PALOS VERDES AND
INTER WEST
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 INTERWEST CONSULTING GROUP, 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 CONSUL TANT
1.1 Scope of Services.
In compliance with all terms and conditions of this Agreement, the Consultant shall
provide those services specified in the "Scope of Services", as stated in the Proposal, attached
hereto as Exhibit "A" and incorporated herein by this reference, which may be referred to herein
as the "services" or "work" hereunder. As a material inducement to the City entering into this
Agreement, Consultant represents and warrants that it has the qualifications, experience, and
facilities necessary to properly perform the services required under this Agreement in a thorough,
competent, and professional manner, and is experienced in performing the work and services
contemplated herein. Consultant shall at all times faithfully, competently and to the best of its
ability, experience and talent, perform all services described herein. Consultant covenants that it
shall follow the highest professional standards in performing the work and services required
hereunder and that all materials will be both of good quality as well as fit for the purpose
0]203.0006/899546.3
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 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
01203.0006/8995463 2
Consultant shall, as a penalty to the City, forfeit $200 (two hundred dollars) for each calendar
day, or portion thereof, for each worker paid less than the prevailing rates as determined by the
DIR for the work or craft in which the worker is employed for any public work done pursuant to
this Agreement by Consultant or by any subcontractor.
( d) Payroll Records. Consultant shall comply with and be bound by the
provisions of Labor Code Section 1776, which requires Consultant and each subconsultant to:
keep accurate payroll records and verify such records in writing under penalty of perjury, as
specified in Section 1776; certify and make such payroll records available for inspection as
provided by Section 1776; and inform the City of the location of the records.
(e) Apprentices. Consultant shall comply with and be bound by the provisions
of Labor Code Sections 1777.5, 1777.6, and 1777.7 and California Code of Regulations Title 8,
Section 200 et seq. concerning the employment of apprentices on public works projects.
Consultant shall be responsible for compliance with these aforementioned Sections for all
apprenticeable occupations. Prior to commencing work under this Agreement, Consultant shall
provide City with a copy of the information submitted to any applicable apprenticeship program.
Within 60 (sixty) days after concluding work pursuant to this Agreement, Consultant and each of
its subconsultants shall submit to the City a verified statement of the journeyman and apprentice
hours performed under this Agreement.
(f) Eight-Hour Work Day. Consultant acknowledges that 8 (eight) hours labor
constitutes a legal day's work. Consultant shall comply with and be bound by Labor Code
Section 1810.
(g) Penalties for Excess Hours. Consultant shall comply with and be bound by
the provisions of Labor Code Section 1813 concerning penalties for workers who work excess
hours. The Consultant shall, as a penalty to the City, forfeit $25 (twenty five dollars for each
worker employed in the performance of this Agreement by the Consultant or by any
subcontractor for each calendar day during which such worker is required or permitted to work
more than 8 (eight) hours in any one calendar day and 40 (forty) hours in any one calendar week
in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code.
Pursuant to Labor Code section 1815, work performed by employees of Consultant in excess of 8
(eight) hours per day, and 40 (forty) hours during any one week shall be permitted upon public
work upon compensation for all hours worked in excess of 8 hours per day at not less than one
and 1 ½ (one and one half) times the basic rate of pay.
(h) Workers' Compensation. California Labor Code Sections 1860 and 3700
provide that every employer will be required to secure the payment of compensation to its
employees if it has employees. In accordance with the provisions of California Labor Code
Section 1861, Consultant certifies as follows:
"I am aware of the provisions of Section 3700 of the Labor Code which require
every employer to be insured against liability for workers' compensation or to
undertake self-insurance in accordance with the provisions of that code, and I will
comply with such provisions before commencing the performance of the work of
this contract."
0 l 203.0006/899546.3 3
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.
0 l 2030006/899546.3 4
1.8 Further Responsibilities of Parties.
Both parties agree to use reasonable care and diligence to perform their respective
obligations under this Agreement. Both parties agree to act in good faith to execute all
instruments, prepare all documents and take all actions as may be reasonably necessary to carry
out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible
for the service of the other.
1.9 Additional Services
City shall have the right at any time during the performance of the services, without
invalidating this Agreement, to order extra work beyond that specified in the Scope of Services
or make changes by altering, adding to or deducting from said work. No such extra work may be
undertaken unless a written Change Order is first given by the Contract Officer to the Consultant,
incorporating therein any adjustment in (i) the Contract Sum for the actual costs of the extra
work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the
written approval of the Consultant.
Any increase in compensation of up to 15% (fifteen percent) of the Contract Sum; or, in
the time to perform of up to 90 (ninety) days, may be approved by the Contract Officer through a
written Change Order. Any greater increases, taken either separately or cumulatively, must be
approved by the City Council. It is expressly understood by Consultant that the provisions of this
Section shall not apply to services specifically set forth in the Scope of Services. Consultant
hereby acknowledges that it accepts the risk that the services to be provided pursuant to the
Scope of Services may be more costly or time consuming than Consultant anticipates and that
Consultant shall not be entitled to additional compensation therefor. City may in its sole and
absolute discretion have similar work done by other Consultants. No claims for an increase in the
Contract Sum or time for performance shall be valid unless the procedures established in this
Section are followed.
If in the performance of the 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 0006/899546.3 5
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 $308,880 (Three Hundred Eight Thousand Eight Hundred
Eighty 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.
012030006/899546.3 6
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
012030006/8995463 7
this Agreement, however caused, Consultant's sole remedy being extension of the Agreement
pursuant to this Section.
3.4 Term.
Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement
shall continue in full force and effect until completion of the services but not exceeding one ( 1)
year from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit
"D").
ARTICLE 4. COORDINATION OF WORK
4.1 Representatives and Personnel of Consultant.
The following principals of Consultant ("Principals") are hereby designated as being the
principals and representatives of Consultant authorized to act in its behalf with respect to the
work specified herein and make all decisions in connection therewith:
Paul Meschino President/Principal In Charge
(Name) (Title)
It is expressly understood that the experience, knowledge, capability and reputation of the
foregoing principals were a substantial inducement for City to enter into this Agreement.
Therefore, the foregoing principals shall be responsible during the term of this Agreement for
directing all activities of Consultant and devoting sufficient time to personally supervise the
services hereunder. All personnel of Consultant, and any authorized agents, shall at all times be
under the exclusive direction and control of the Principals. For purposes of this Agreement, the
foregoing Principals may not be replaced nor may their responsibilities be substantially reduced
by Consultant without the express written approval of City. Additionally, Consultant shall utilize
only the personnel included in the Proposal to perform services pursuant to this Agreement.
Consultant shall make every reasonable effort to maintain the stability and continuity of
Consultant's staff and subcontractors, if any, assigned to perform the services required under this
Agreement. Consultant shall notify City of any changes in Consultant's staff and subcontractors,
if any, assigned to perform the services required under this Agreement, prior to and during any
such performance. City shall have the right to approve or reject any proposed replacement
personnel, which approval shall not be unreasonably withheld.
4.2 Status of Consultant.
Consultant shall have no authority to bind City in any manner, or to incur any obligation,
debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless
such authority is expressly conferred under this Agreement or is otherwise expressly conferred in
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
01203.0006/899546.3 8
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
ha've to any such rights.
4.3 Contract Officer.
The Contract Officer shall be Ramzi A wwad, 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.
012030006/899546.3 9
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 ]203.0006/899546.3 10
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 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
01203.0006/899546.3 11
requirements, or a waiver of any coverage normally provided by any insurance. Specific
reference to a given coverage feature is for purposes of clarification only as it pertains to a given
issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other
coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums
shown above, the City requires and shall be entitled to coverage for the higher limits maintained
by the Consultant. Any available insurance proceeds in excess of the specified minimum limits
of insurance and coverage shall be available to the City.
(i) Notice of cancellation. Consultant agrees to oblige its insurance agent or
broker and insurers to provide to City with a 30 (thirty) day notice of cancellation ( except for
nonpayment for which a 10 (ten) day notice is required) or nonrenewal of coverage for each
required coverage.
(i) Additional insured status. General liability policies shall provide or be
endorsed to provide that City and its officers, officials, employees, and agents, and volunteers
shall be additional insureds under such policies. This provision shall also apply to any
excess/umbrella liability policies.
(k) Prohibition of undisclosed coverage limitations. None of the coverages
required herein will be in compliance with these requirements if they include any limiting
endorsement of any kind that has not been first submitted to City and approved of in writing.
(1) Separation of insureds. A severability of interests provision must apply for
all additional insureds ensuring that Consultant's insurance shall apply separately to each insured
against whom claim is made or suit is brought, except with respect to the insurer's limits of
liability. The policy(ies) shall not contain any cross-liability exclusions.
(m) Pass through clause. Consultant agrees to ensure that its subconsultants,
subcontractors, and any other party involved with the project who is brought onto or involved in
the project by Consultant, provide the same minimum insurance coverage and endorsements
required of Consultant. Consultant agrees to monitor and review all such coverage and assumes
all responsibility for ensuring that such coverage is provided in conformity with the requirements
of this section. Consultant agrees that upon request, all agreements with consultants,
subcontractors, and others engaged in the project will be submitted to City for review.
(n) Agency's right to revise specifications. The City reserves the right at any
time during the term of the contract to change the amounts and types of insurance required by
giving the Consultant 90 (ninety) days advance written notice of such change. If such change
results in substantial additional cost to the Consultant, the City and Consultant may renegotiate
Consultant's compensation.
( o) Self-insured retentions. Any self-insured retentions must be declared to
and approved by City. City reserves the right to require that self-insured retentions be eliminated,
lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these
specifications unless approved by City.
01203.0006/899546.3 12
(p) Timely notice of claims. Consultant shall give City prompt and timely
notice of claims made or suits instituted that arise out of or result from Consultant's performance
under this Agreement, and that involve or may involve coverage under any of the required
liability policies.
( q) Additional insurance. Consultant shall also procure and maintain, at its
own cost and expense, any additional kinds of insurance, which in its own judgment may be
necessary for its proper protection and prosecution of the work.
5.3 Indemnification.
To the full extent permitted by law, Consultant agrees to indemnify, defend and hold
harmless the City, its officers, employees and agents ("Indemnified Parties") against, and will
hold and save them and each of them harmless from, any and all actions, either judicial,
administrative, arbitration or regulatory claims, damages to persons or property, losses, costs,
penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein "claims
or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in
connection with the negligent performance of the work, operations or activities provided herein
of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or
entity for which Consultant is legally liable ("indemnitors"), or arising from Consultant's or
indemnitors' reckless or willful misconduct, or arising from Consultant's or indemnitors'
negligent performance of or failure to perform any term, provision, covenant or condition of this
Agreement, and in connection therewith:
(a) Consultant will defend any action or actions filed in connection with any
of said claims or liabilities and will pay all costs and expenses, including legal costs and
attorneys' fees incurred in connection therewith;
(b) Consultant will promptly pay any judgment rendered against the City, its
officers, agents or employees for any such claims or liabilities arising out of or in connection
with the negligent performance of or failure to perform such work, operations or activities of
Consultant hereunder; and Consultant agrees to save and hold the City, its officers, agents, and
employees harmless therefrom;
( c) In the event the City, its officers, agents or employees is made a party to
any action or proceeding filed or prosecuted against Consultant for such damages or other claims
arising out of or in connection with the negligent performance of or failure to perform the work,
operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers,
agents or employees, any and all costs and expenses incurred by the City, its officers, agents or
employees in such action or proceeding, including but not limited to, legal costs and attorneys'
fees.
Consultant shall incorporate similar indemnity agreements with its subcontractors and if
it fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and
failure of City to monitor compliance with these provisions shall not be a waiver hereof. This
indemnification includes claims or liabilities arising from any negligent or wrongful act, error or
omission, or reckless or willful misconduct of Consultant in the performance of professional
01203.0006/899546.3 13
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
01203.0006/899546.3 14
Agreement shall be the property of City and shall be delivered to City upon request of the
Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim
for further employment or additional compensation as a result of the exercise by City of its full
rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any
use, reuse or assignment of such completed documents for other projects and/or use of
uncompleted documents without specific written authorization by the Consultant will be at the
City's sole risk and without liability to Consultant, and Consultant's guarantee and warranties
shall not extend to such use, reuse or assignment. Consultant may retain copies of such
documents for its own use. Consultant shall have the right to use the concepts embodied therein.
All subcontractors shall provide for assignment to City of any documents or materials prepared
by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify
City for all damages resulting therefrom. Moreover, Consultant with respect to any documents
and materials that may qualify as "works made for hire" as defined in 17 U.S.C. § 101, such
documents and materials are hereby deemed "works made for hire" for the City.
6.4 Confidentiality and Release of Information.
(a) All information gained or work product produced by Consultant in
performance of this Agreement shall be considered confidential, unless such information is in the
public domain or already known to Consultant. Consultant shall not release or disclose any such
information or work product to persons or entities other than City without prior written
authorization from the Contract Officer.
(b) Consultant, its officers, employees, agents or subcontractors, shall not,
without prior written authorization from the Contract Officer or unless requested by the City
Attorney, voluntarily provide documents, declarations, letters of support, testimony at
depositions, response to interrogatories or other information concerning the work performed
under this Agreement. Response to a subpoena or court order shall not be considered "voluntary"
provided Consultant gives City notice of such court order or subpoena.
( c) If Consultant, or any officer, employee, agent or subcontractor of
Consultant, provides any information or work product in violation of this Agreement, then City
shall have the right to reimbursement and indemnity from Consultant for any damages, costs and
fees, including attorney's fees, caused by or incurred as a result of Consultant's conduct.
( d) Consultant shall promptly notify City should Consultant, its officers,
employees, agents or subcontractors be served with any summons, complaint, subpoena, notice
of deposition, request for documents, interrogatories, request for admissions or other discovery
request, court order or subpoena from any party regarding this Agreement and the work
performed there under. City retains the right, but has no obligation, to represent Consultant or be
present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully
with City and to provide City with the opportunity to review any response to discovery requests
provided by Consultant. However, this right to review any such response does not imply or mean
the right by City to control, direct, or rewrite said response.
01203.0006/899546.3 15
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
01203.0006/899546.3 16
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
01203.0006/899546.3 17
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.
012030006/899546.3 18
8.3 Covenant Against Discrimination.
Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons
claiming under or through them, that there shall be no discrimination against or segregation of,
any person or group of persons on account of race, color, creed, religion, sex, gender, sexual
orientation, marital status, national origin, ancestry or other protected class in the performance of
this Agreement. Consultant shall take affirmative action to insure that applicants are employed
and that employees are treated during employment without regard to their race, color, creed,
religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other
protected class.
8.4 Unauthorized Aliens.
Consultant hereby promises and agrees to comply with all of the provisions of the Federal
Immigration and Nationality Act, 8 U.S.C. § 1101 et seq., as amended, and in connection
therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ
such unauthorized aliens for the performance of work and/or services covered by this
Agreement, and should any liability or sanctions be imposed against City for such use of
unauthorized aliens, Consultant hereby agrees to and shall reimburse City for the cost of all such
liabilities or sanctions imposed, together with any and all costs, including attorneys' fees,
incurred by City.
ARTICLE 9. MISCELLANEOUS PROVISIONS
9.1 Notices.
Any notice, demand, request, document, consent, approval, or communication either
party desires or is required to give to the other party or any other person shall be in writing and
either served personally or sent by prepaid, first-class mail, in the case of the City, to the City
Manager and to the attention of the Contract Officer (with her/his name and City title), City of
Rancho Palos Verdes, 30940 Hawthorne Blvd., Rancho Palos Verdes, California 90275 and in
the case of the Consultant, to the person(s) at the address designated on the execution page of
this Agreement. Either party may change its address by notifying the other party of the change of
address in writing. Notice shall be deemed communicated at the time personally delivered or in
72 (seventy two) hours from the time of mailing if mailed as provided in this section.
9.2 Interpretation.
The terms of this Agreement shall be construed in accordance with the meaning of the
language used and shall not be construed for or against either party by reason of the authorship
of this Agreement or any other rule of construction which might otherwise apply.
9.3 Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed to be an
original, and such counterparts shall constitute one and the same instrument.
012030006/899546.3 19
9.4 Integration; Amendment.
This Agreement including the attachments hereto is the entire, complete and exclusive
expression of the understanding of the parties. It is understood that there are no oral agreements
between the parties hereto affecting this Agreement and this Agreement supersedes and cancels
any and all previous negotiations, arrangements, agreements and understandings, if any, between
the parties, and none shall be used to interpret this Agreement. No amendment to or modification
of this Agreement shall be valid unless made in writing and approved by the Consultant and by
the City Council. The parties agree that this requirement for written modifications cannot be
waived and that any attempted waiver shall be void.
9.5 Severability.
In the event that any one or more of the phrases, sentences, clauses, paragraphs, or
sections contained in this Agreement shall be declared invalid or unenforceable by a valid
judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall
not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this
Agreement which are hereby declared as severable and shall be interpreted to carry out the intent
of the parties hereunder unless the invalid provision is so material that its invalidity deprives
either party of the basic benefit of their bargain or renders this Agreement meaningless.
9.6 Warranty & Representation of Non-Collusion.
No official, officer, or employee of City has any financial interest, direct or indirect, in
this Agreement, nor shall any official, officer, or employee of City participate in any decision
relating to this Agreement which may affect his/her financial interest or the financial interest of
any corporation, partnership, or association in which (s)he is directly or indirectly interested, or
in violation of any corporation, partnership, or association in which (s)he is directly or indirectly
interested, or in violation of any State or municipal statute or regulation. The determination of
"financial interest" shall be consistent with State law and shall not include interests found to be
"remote" or "noninterests" pursuant to Government Code Sections 1091 or 1091.5. Consultant
warrants and represents that it has not paid or given, and will not pay or give, to any third party
including, but not limited to, any City official, officer, or employee, any money, consideration,
or other thing of value as a result or consequence of obtaining or being awarded any agreement.
Consultant further warrants and represents that (s)he/it has not engaged in any act(s),
omission(s), or other conduct or collusion that would result in the payment of any money,
consideration, or other thing of value to any third party including, but not limited to, any City
official, officer, or employee, as a result of consequence of obtaining or being awarded any
agreement. Consultant is aware of and understands that any such act(s), omission(s) or other
conduct resulting in such payment of money, consideration, or other thing of value will render
this Agreement void and of no force or effect.
Consultant's Authorized Initials ---
01203 0006/899546. 3 20
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]
01203.0006/8995463 21
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date and year first-above written.
ATTEST:
Teresa Takaoka, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
William W. Wynder, City Attorney
CITY:
CITY OF RANCHO PALOS VERDES, a
municipal corporation
Barbara Ferraro, Mayor
CONSULTANT:
INTERWEST, a California corporation
By: -r~ ~
Name: Paul Meschino
Title: President J~4:4! By: ___________ _
Name: David Kniff
Title: Assistant Vice President
Address: 1 Jenner, Suite #160
Irvine, CA 92618
Two corporate officer signatures required when Consultant is a corporation, with one signature required
from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2)
Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT'S
SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE
INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR
OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY.
01203.0006/899546.3 22
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed
the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
ST A TE OF CALIFORNIA
COUNTY OF LOS ANGELES
On ____ ,. 2023 before me, ------~ personally appeared _______ , proved to me on
the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.
I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is
true and correct.
WITNESS my hand and official seal.
Signature: ______________ _
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form
CAPACITY CLAIMED BY SIGNER
0 INDIVIDUAL
0 CORPORA TE OFFICER
TITLE(S)
PARTNER(S) 0
GENERAL
ATTORNEY-IN-FACT
TRUSTEE(S)
LIMITED □ □ □ □ □ □
GUARDIAN/CONSERVATOR
OTHER __________ _
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
0 l 203.0006/8995463
DESCRIPTION OF ATTACHED DOCUMENT
TITLE OR TYPE OF DOCUMENT
NUMBER OF PAGES
DA TE OF DOCUMENT
SIGNER(S) OTHER THAN NAMED ABOVE
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed
the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
ST A TE OF CALIFORNIA
COUNTY OF LOS ANGELES
On ____ , 2023 before me, _______ , personally appeared _______ , proved to me on
the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.
I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is
true and correct.
WITNESS my hand and official seal.
Signature: _______________ _
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form.
CAPACITY CLAIMED BY SIGNER
0 INDIVIDUAL
0 CORPORA TE OFFICER
□ □ □ □ □ □
TITLE(S)
PARTNER(S) 0
GENERAL
ATTORNEY-IN-FACT
TRUSTEE(S)
LIMITED
GUARDIAN/CONSERVATOR
OTHER ------------~
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
012030006/899546 3
DESCRIPTION OF ATTACHED DOCUMENT
TITLE OR TYPE OF DOCUMENT
NUMBER OF PAGES
DA TE OF DOCUMENT
SIGNER(S) OTHER THAN NAMED ABOVE
EXHIBIT "A"
SCOPE OF SERVICES
I. Consultant will perform the following on-call wireless telecommunications support
services, as required by the City's Contract Officer:
A. ENCROACHMENT PERMIT AND DEVELOPMENT PLAN REVIEW
1. Review, assess, document development plans as it pertains to Public
Works.
2. Review, organize and document engineering plans related to
encroachment permits.
3. Review traffic control plans associated with encroachment permits or
private development.
4. Coordinate with other departments, as necessary
5. Create applicable Conditions of Approvals for development projects
6. Prepare necessary reports for development and encroachment projects
B. WIRELESS TELECOMMUNICATIONS SUPPORT
0 ]2030006/899546.3
1. Receive and route improvement and traffic control plans associated with
new and existing cell sites.
2. Communicate with cell site applicants and/or contractors to ensure City
regulations are being ddhered to during construction.
3. Prepare and dispatch written correction memoranda for cell site
application(s) submittals.
4. Prepare and issue necessary permits for cell site maintenance and
installations in the public right of way.
5. Attend and participate in weekly phone conference calls with cell site
applicants.
6. Establish, organize, and maintain applicant files for new permit
applications.
7. Research and respond to, in coordination with the City Attorney's office,
California Public Records Act requests related to cell sites and cell site
applications.
A-1
8. Timely issue public hearing and meeting notices to the local publications
and the public regarding cell site activities.
9. Monitor and update "shot-clock" requirements pursuant to Section 6409(a)
of the Middle Class Tax Relief and Job Creation Act of 2012, 47 U.S.C. 1455,
associated with new cell site installations.
10. Conduct field review and verification of cell site installations.
II. As part of the Services, Consultant will prepare and deliver the following tangible work
products to the City: See Section II of Exhibit "D" Schedule of Performance.
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. Daily update of comprehensive spreadsheet documenting all relevant permit
information such as location, submittal and response dates, current status, etc.
B. Weekly report of reviews with all relevant information.
IV. All work product is subject to review and acceptance by the City, and must be revised by
the Consultant without additional charge to the City until found satisfactory and accepted
by City.
V. Consultant will utilize the following personnel to accomplish the Services:
A. Paul Meschino, Principal-In-Charge
B. Nicole Jules, PE, Project Manager
C. Pavel Horn, PE, Senior Engineer
D. Joseph Malleney, EIT, Engineer Associate
01203.0006/8995463 A-2
EXHIBIT "B"
SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
Added text indicated in bold italics, deleted text indicated in strikethrough.
[INTENTIONALLY LEFT BLANK]
01203.0006/899546.3 B-1
EXHIBIT "C"
SCHEDULE OF COMPENSATION
I. Consultant shall perform the following tasks at the following rates:
Staff
Pavel Horn, PE
Joseph Mullaney EIT
Alan Perkins, Senior
Engineering
Seth Jennison
Ruth Smith
TOTAL
Position
Senior Engineer
Engineering
Assoc.
Senior Engineer
Technician
Traffic Engineer
Traffic Engineer
Rate
$185
$140
$125
$190
$190
Frequency
20 hours/week
16 hours/week
Subbudget
(annual)
$192,400
$116,480
$308,800
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.
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.
012010006/899546.3 C-1
V. The Consultant's billing rates for all personnel are attached as Exhibit C-1. NOT
APPLICABLE
01203.0006/899546.3 C-2
EXHIBIT "D
SCHEDULE OF PERFORMANCE
I. Consultant shall perform all services timely as required by the City's Contract
Officer.
II. Consultant shall deliver the following tangible work products to the City by the
following dates.
A. Memoranda detailing findings and recommendations shall be completed timely to
allow review by the Public Works Director or their designee and subsequent
response to the applicant within 10 business days of encroachment or
development permit submittal and within 5 business days of each resubmittal.
B. Memoranda detailing findings and recommendations shall be completed timely to
allow review by the Public Works Director or their designee and subsequent
response to the applicant as follows:
• Eligible Facilities Requests or cell site modifications within 60 calendar
days and Notice of Incompleteness within 30 calendar days. Resubmittal
within the remaining time.
• Small Wireless Facilities within 60 calendar days for existing structures
and 90 calendar days for new structures and Notice of Incompleteness
within 10 calendar days. Resubmittals within the same deadlines.
• Major Wireless Telecommunications Facilities within 150 calendar days.
• Within regulatory "shot-clock" requirements.
III. The Contract Officer may approve extensions for performance of the services in
accordance with Section 3.2. Any further extensions require City Council approval.
0!203.0006/899546.3 D-1
From:
Sent:
To:
Cc:
Subject:
Dear Mr. Monroy,
A.S<528777605@qq.com>
Tuesday, June 20, 2023 12:52 PM
Rudy Monroy; CodeEnforcement
CityClerk; Octavio Silva; Gerri Whitten
RE: Automatic reply: Re:RE: Re:RE: Hearing on Proposed Assessment-Case No.
CMUNl2021-0003
Thank you for the Invoice from the Contractor, under which it described the work done, "trim area of shrubs instructed
by code enforcement personnel Rudy".
I would like to know how you instructed the Contractor to trim the trees personally on the execution of the abatement
warrant date, i.e. the trimming height of the trees.
The "cutline", under each Notice of Violation and Notice of Abatement, was not marked with the height from either my
property side or the neighbor's property side. And I have never got the clear trimming height after communicating with
Ms. Gerri Whitten and you. I would like to know the height of the trimming when you executed the Abatement Warrant.
Looking forward to your reply, and thanks.
Regards,
Ping Shen
A.S
~ft!=A: "Rudy Monroy" <rmonroy@rpvca.gov>;
®:¥!=-A.: "A.5''<528777605@qq.com>;"CodeEnforcement"<CodeEnforcement@rpvca.gov>;
P.l>ia: "CityCle rk" <CityClerk@rpvca.gov>;" Octavio Si Iva" <OctavioS@rpvca.gov>;" Ge rriW h itte n" <gwh itte n@rpvca.gov>;
::l:.IW: RE: Automatic reply: Re:RE: Re:RE: Hearing on Proposed Assessment-Case No. CMUNl2021-0003
Hi Ping,
1
Per your request please see attached invoice with abatement job description summary.
Thank you,
Rudy Monroy
Code Enforcement Officer
Rmonory@rpvca.gov
Phone -{310) 544-5296
Address:
30940 Hawthorne Blvd.
Rancho Palos Verdes, CA
90275
Website: www.rpvca.gov
□ Cooood wHh <ho CHy loom >••• phon• ••. <abl,ol
DOWNLOAD
'#t~·· .
Avn1lc,bla In tho, App s,or• <>nd Googlo P!nv
~ GETITON
,r-Google Play
This e-mail message contains information belonging to the City of Rancho Palos Verdes,
which may be privileged, confidential, and/or protected from disclosure. The
information is intended only for use of the individual or entity named. Unauthorized
dissemination, distribution, or copying is strictly prohibited. If you received this email in
error, or are not an intended recipient, please notify the sender immediately. Thank
you for your assistance and cooperation.
City Hall is open to the public during regular business hours. Appointments are strongly encouraged, and
virtual appointments are available. Many services are available online, including plan check review services.
To schedule an appointment, visit the StaffDirectorv on the City website to find the appropriate
department. Some employees may be working remotely. Please be patient with us as there may be delays
or minor inconveniences in responding to your inquiry.
2
From: A.S <528777605@qq.com>
Sent: Thursday, June 15, 2023 10:05 AM
To: CodeEnforcement <CodeEnforcement@rpvca.gov>
Cc: CityClerk <CityClerk@rpvca.gov>; Octavio Silva <OctavioS@rpvca.gov>; Gerri Whitten <gwhitten@rpvca.gov>
Subject: Automatic reply: Re:RE: Re:RE: Hearing on Proposed Assessment-Case No. CMUNl2021-0003
Hi Code of Enforcement Department,
If you have a written record regarding your instruction and supervision of the Contractor (Stay Green, Inc.) for the
abatement work done on March 21, 2023, would you please send it to me before the Hearing date, June 20, 2023?
Or, if you have the work record about the details of cutting trees prepared by the Contractor, please also send it to me,
so that I could understand the details of the abatement requirement.
Thank you, and regards,
Ping Shen
A.S
528777605@qq.com
------------------Jffi ~t [IJB it ------------------
~fl A: "Rudy Monroy" <rmonroy@rpvca.gov>;
3
~~B~fEiJ: 20231f: 6 fil 16 8(£Wlzi.J ;t~ o:s1
®:¥1=-.A.: "A.S"<528777605@qq.com>;
~~: Automatic reply: Re:RE: Re:RE: Hearing on Proposed Assessment-Case No. CMUNl2021-0003
Hello and thank you for contacting the Code Enforcement Division. I am currently out of the office, returning on
Monday, June 19.
For urgent code-related matters, please call the code enforcement hotline at (310) 544-5281 or email
codeenforcement@rpvca.gov.
To file a new formal complaint, please visit https://www.rpvca.gov/1097 /Filing-a-Complaint.
To report parking violations or after-hours non-emergency code violations, please contact the Lomita Sheriff's
Department at {310) 539-1661.
4
From:
Sent:
To:
Subject:
Late corr
•'
/n;
I
• __:i,_ .?.o
Teresa Takaoka
Tuesday, June 20, 2023 1 :38 PM
CityClerk
FW: Gerri's email on 11/16/2022
Teresa Takaoka
City Clerk
terit@rpvca.gov
Phone -(310) 544-5217
Address:
30940 Hawthorne Blvd .
Rancho Palos Verdes, CA 90275
Website: www.rpvca.gov
~ GETITON
"' Google Play
This mail rncsscige contains inforrnation belonging to the City of Rancho Palos Verdes, which rnay be privilegocl,
con'ic\!ntia,, ,md/or protected frorn cfo,;c!osure. The information is intcnclccl only for use of the individual or entity
r,arm,cl. Undul:i,orizr;d disserninat:ion, distribution, or c:opy;nq is str-ic:ily prnhibiterl. If you received this email in emx,
or Jrc not &1 i11tc>11decl recipient, plcc1se notify tlw sender irnrnccliately. Thank you for your· assistance and
coopE;rd\iOII,
From: Rudy Monroy <rmonroy@rpvca.gov>
Sent: Tuesday, June 20, 2023 1:35 PM
To: Teresa Takaoka <TeriT@rpvca.gov>
Cc: Octavio Silva <OctavioS@rpvca.gov>; Gerri Whitten <gwhitten@rpvca.gov>
Subject: FW: Gerri's email on 11/16/2022
Hi Teri,
Just wanted to pass along the latest email from Ping Shen. Gerri is out of the office today.
Thanks,
Rudy Monroy
Code Enforcement Officer
Rmonory@rpvca.gov
Phone -(310) 544-5296
Address:
30940 Hawthorne Blvd.
ConnO'<I .... oh the Cuy l1om your phonot <>r tabl .. 1!
DOWNLOAD -'tlt,:r
1
Rancho Palos Verdes, CA
90275
Website: www.rpvca.gov
This e ·mail message contains information belonging to tiK' City of Rancho Palos Verdes, which may be privileged,
coniidentiai, ancijor protected from clisdosure. The information is intended only for use of the individual or entity
:rnrnC'd. Unaut:hmized dissemination, clistribul:ion, or copying is st:rict:iy prohibited. If you received this email in error,
or arc not: an intended recipient:, please notify the sender immediately. Tharik you for your assistance ,md
cooperation.
City Hall is open to the public during regular business hours. Appointments are strongly encouraged, and
virtual appointments are available. Many services are available online, including plan check review
services. To schedule an appointment, visit the Staff Directory on the City website to find the appropriate
department. Some employees may be working remotely. Please be patient with us as there may be delays
or minor inconveniences in responding to your inquiry.
From: Ping Shen <ps1255@georgetown.edu>
Sent: Tuesday, June 20, 2023 12:30 PM
To: Gerri Whitten <gwhitten@rpvca.gov>
Cc: Rudy Monroy <rmonroy@rpvca.gov>; Octavio Silva <OctavioS@rpvca.gov>; A.S <528777605@qg.com>
Subject: Re: Gerri's email on 11/16/2022
Dear Gerri,
Thank you for your email dated June 20, 2023. I confirm that I have received two documents, one
regarding the tree or hedge, and the other regarding the requirement of trimming under the email.
Under the document of requirement of trimming, the cutline was identified in the picture in red color,
which was taken from the neighbor property (3520 Coolheights, Dr.). The cutline was not marked
with the height from either 3250 Coolheight Dr. side or my property side. It is as same as the
requirement under each Notice of Violation and Notice of Abatement issued by the Enforcement.
Again, it is pitiful that your previous email were undeliverable to me. Again, it is pitiful that I had no
opportunity to discuss the alternative solution, i.e. shaping the top of the trees. Hopefully, I
would have opportunity in the future
Thank you again, and regards,,
Ping Shen
On Mon, Jun 19, 2023 at 12:11 PM Gerri Whitten <gwhitten@rpvca.gov> wrote:
2
Good morning, Ping,
Sorry for the inconvenience, but I cannot send hard copies via email. Once again, I've enclosed the attachments and
emails for review. This will be my final attempt at emailing these documents. If you are still having difficulties reviewing
the attachments, I will need your physical address to forward the hard copies to.
Thank you,
Gerri Whitten
Cert. Code Enforcement Officer
gwhitten@rpvca.gov
Phone -(310) 544-5299
~ GETITOO
~> Google Play
Address:
30940 Hawthorne Blvd.
Rancho Palos Verdes, CA 90275
Website: www.rpvca.gov
This e-rnail message contains information belonging to the City of Rancho Palos Vercles, which rnay be privilogecl, conficlential, and/or protected
from discloswe. Tho ir1forrn21tion is intended only for use of the individual m entity namecL Uni\uthori,cd dissemination, distribution, or
copying is st:r'ictly prohibitccL If you r·eccivccl this email in error, or arc not an intenclecl r·ocipient, please notify the sender irnmccliatcly. Thank
you for your assistance and cooperation,
From: Ping Shen <ps1255@georgetown.edu>
Sent: Thursday, June 15, 2023 4:52 PM
To: Gerri Whitten <gwhitten@rpvca.gov>
Cc: A.S <528777605@gg.com>
Subject: Re: Gerri's email on 11/16/2022
3
Dear Gerri,
Sorry for bothering you again. Would you please send the hard copies to this email address? Thank
you!
Ping Shen
ps1255@georgetown.edu, ( +1) 202 340 1017
----------Forwarded message---------
From: Jo S.<ps1255@georgetown.edu>
Date: Thu, Jun 15, 2023 at 7:46 PM
Subject: Fwd: Gerri's email on 11/16/2022
To: <gwhitten@rpvca.gov>
Test.
----------Forwarded message---------
From: A.S <528777605@qq.com>
Date: Thu, Jun 15, 2023 at 7:45 PM
Subject: RE: Gerri's email on 11/16/2022
To: Gerri Whitten <gwhitten@rpvca.gov>
Cc: ps1255 <ps1255@georgetown.edu>, tim <tim@southbay-propertymanagement.com>
Dear Gerri,
Thanks, but I truly have not received your email sent to another email address (ps1255@georgetown.edu). Would you
please check the email address again?
4
I am terribly sorry for that. I also copy the tenant's email address. Would you please send it again?
Many thanks.
All the best,
Ping Shen
A.S
528777605@gg.com
~f11= A: "Gerri Whitten" <gwhitten@rpvca.gov>;
~J25ByfEiJ: 2023fl:.6J=l 16 B (£Wl3i) ..t. lf-7:21
IHtfti:.A: "A.S"<528777605@gg.com>;
::!:.~: RE: Gerri's email on 11/16/2022
Hello again, Ping,
I'm sorry you're experiencing difficulties in opening the attachments. I invited you to forward the email I sent you to
your alternate email. I verified that everything is opening fine on my end. If you continue to have issues, I can send
hard copies of this transmittal to you in the mail.
5
I
Gerri Whitten
Cert. Code Enforcement Officer
gwhitten@rpvca.gov
Phone -{310) 544-5299
~ GETITOt<
~• Google Play
Address:
30940 Hawthorne Blvd.
Rancho Palos Verdes, CA 90275
Website: www.rpvca.gov
This e-mail message contains information belonging to the City of Rancho Palos Verdes, which may be privileged, confidential, and/or protected from
disclosure. The information is intended only for use of the individual or entity named. Unauthorized dissemination, distribution, or copying is strictly
prohibited. If you received this email in error, or are not an intended recipient, please notify the sender immediately. Thank you for your assistance and
cooperation.
From: A.S <528777605@qg.com>
Sent: Thursday, June 15, 2023 1:11 PM
To: Gerri Whitten <gwhitten@rpvca.gov>
Cc: ps1255 <ps1255@georgetown.edu>
Subject: RE: Gerri's email on 11/16/2022
Dear Gerri,
Thank you so much for your response.
6
It is so pitiful I had not received your previous emails. During that period, I travelled out of the States.
However, I still could not open 5 attachments under your last email.
I do not understand what's wrong. Would you please forward it to another email address as copied to this email?
Thank you, and regards,
Ping
A.S
528777605@qq.com
------------------/W-M:l fllB 1t ------------------
~ft.A.: "Gerri Whitten" <gwhitten@rpvca.gov>;
~mB-.tfsJ: 2023~6J=l 16 a (£AA1i) ;tr;.3:37
®:i4.A.: "A.S"<528777605@qq.com>;
::I:.~: RE: Gerri's email on 11/16/2022
Good morning, Ping Shen,
7
I'm happy to be of service. To review the original email containing the three attachments from the email sent on
November 15, 2022, please open the file, "RPV Code Enforcement Case ID CMUNl2021-0003 Regarding 3510
Cool heights, Rancho Palos Verdes Outlook item". There are no limitation restrictions that would prevent you from
opening the attachments. If you're still having difficulty, please advise.
Additionally, I would like to inform you of the following issues I encountered while attempting to communicate with
you.
On Friday, November 18, 2022, 6:57 PM, you emailed me regarding the notice and findings of final resolution before
the end of November 18, 2022; however, I emailed you my response prior to receipt of this email on November 15,
2022, as shown in the email attachment noted above. However, all subsequent email attempts to contact you were
marked as undeliverable. Please see the following emails attachments:
• Email I sent to you on November 21, 2022: RE:$~~ : Re: RE: : RE: Re:RPV Code Enforcement Case ID
CMUNl2021-0003 Regarding 3510 Coolheights, Rancho Palos Verdes, which contains my email response sent to
you on November 21, 2022, regarding the email you Sent: Friday, November 18, 2022 6:57 PM (PST). This email
contains the original email response with the same three attachments dated November 15, 2022.
• Three Microsoft Rejected Emails received on November 21, 2022:
1. Received at 2:56 PM (PST): Undeliverable RE: $~~ : Re: RE: : RE: Re:RPV Code Enforcement Case ID
CMUNl2021-0003 Regarding 3510 Coolheights, Rancho Palos Verdes Outlook item
2. Received at 2:57 PM (PST): Undeliverable: FW: RPV Code Enforcement Case ID CMUNl2021-0003
Regarding 3510 Coolheights, Rancho Palos Verdes Outlook item
3. Received at 3:03 PM (PST): Undeliverable: FW: RPV Code Enforcement Case ID CMUNl2021-0003
Regarding 3510 Cool heights, Rancho Palos Verdes Outlook item
Please let me know if I can be of further assistance.
Thank you kindly,
Gerri Whitten
Cert. Code Enforcement Officer
gwh itte n@rpvca.gov
Phone -(310) 544-5299
~ GETITON
r,;,,... Google Play
8
Address:
30940 Hawthorne Blvd.
Rancho Palos Verdes, CA 90275
Website: www.rpvca.gov
This e-mail message contains information belonging to the City of Rancho Palos Verdes, which may be
privileged, confidential, and/or protected from disclosure. The information is intended only for use of the
individual or entity named. Unauthorized dissemination, distribution, or copying is strictly prohibited. If
you received this email in error, or are not an intended recipient, please notify the sender immediately.
Thank you for your assistance and cooperation.
From: A.S <528777605@qq.com>
Sent: Thursday, June 15, 2023 9:08 AM
To: Gerri Whitten <gwhitten@rpvca.gov>
Subject: Fwd: Gerri's email on 11/16/2022
Dear Gerri,
Good morning!
I appreciated your efforts to help me with this issue before issuance of last Notice of Abatement.
Unfortunately, I did not receive your email as below dated November 16, 2023 during my travelling, and found it on
March 21, 2023.
However, I could not open three attachments in your email due to time limitation or email address problem.
9
Would you please kindly forward your email as well as three attachments?
I appreciate it.
All the best,
Ping Shen
----------Forwarded message---------
From: Jo S.<ps12S5@georgetown.edu>
Date: Tue, Mar 21, 2023 at 9:17 PM
Subject: Gerri's email on 11/16/2022
To: <tm@murakamilaw.com>
----------------0 rigi na I ------------------
From: "Gerri Whitten" <gwhitten@rpvca.gov>;
Date: Wed, Nov 16, 2022 08:59 AM
To: "A.S"<S28777605@qq.com>;
Subject: RPV Code Enforcement Case ID CMUNl2021-0003 Regarding 3510 Coolheights, Rancho Palos Verdes
Good day, Ping Shen,
Thank you once again for your cooperation and for allowing me to inspect the foliage in the rear of your property on
October 14, 2022. The inspection photos were reviewed and analyzed with city staff of the View Restoration and
Preservation Division as well as the Community Development Director, Ken Rukavina, to determine the foliage
classification. I have enclosed a pdf of the photos from the inspection for review.
When foliage is planted, whether it be a tree, hedge, or shrub, it may be reclassified as something other than what its
name implies. For instance, a Ficus Fig "Tree", also known as Ficus Laurel Fig or Ficus Nitida Indian Lauren Fig, may
10
contain the word "tree" to identify the species of plant; however, depending on the level of maintenance and growth
the "tree" may be reclassified as a hedge and vice-versa. I've enclosed a PDF titled Hedge or Tree to provide better
clarity on how this is determined. Please take a moment to review the attachments.
The City of Rancho Palos Verdes Municipal Code (RPVMC) defines "hedge", "shrub" and "tree" under the following
sections:
• 17 .96.900, "Hedge", means shrubbery or trees planted and maintained in such a manner as to create a
physical barrier.
• 12.08.0lO{F), "Shrub", means and includes woody vegetation or woody plant having multiple stems and
bearing foliage from the ground level up.
• 12.08.0lO{G), "Tree", means and includes any woody plant, normally having gone stem or trunk bearing
foliage or grown well above the ground level to heights of 16 feet or more upon maturity.
Now that we have a better understanding of the City's definition of hedges, shrubs, and trees, and have reviewed the
attached documents. The City of Rancho Palos Verdes has determined the foliage on your property is, by definition, a
hedge and/or shrub. Unfortunately, the City will continue to pursue the abatement action to remedy the violations to
restore the view impairment of the surrounding properties in accordance with the RPVMC 17.76.030(C)(b)(ii). I
understand privacy is the utmost concern and while taking this into consideration the city finds the pad level of your
property is downslope of the neighboring property and the suggested trimming requirements will not significantly
infringe upon your privacy.
To avoid the abatement action of the city, I am offering the following option that will resolve this matter and cease
all code enforcement abatement action against you and your property:
Review the attached PDF titled, Trimming Requirements. Trimming is required immediately and must be completed
no later than Monday, December 5, 2022. The top of the foliage must be trimmed at or below the recommended
trim line and must be maintained regularly to prevent the foliage from significantly impairing views. It is highly
recommended to trim below the city's recommended trim line which has two major benefits; 1) it reduces frequent
trimming and maintenance requirements to prevent foliage from impairing the view of surrounding properties,
and, 2) it reduces your overall costs of maintenance.
The trimming must be completed before Monday, December 5, 2022, during the allotted hours of 7:00 am -6:00 pm
Monday -Friday and 9:00 am -5:00 pm on Saturdays, excluding Sundays and legal holidays. To assist you in this
matter and to avoid incomplete trimming requirements, I would like to meet on-site with your
Gardeners/Landscapers to provide guidance to ensure the trimming is done to the City's recommended height or if
you prefer, to a lower desirable height. You may already be aware that the rainy season has officially begun on
October 15 th . Foliage grows much faster during this time of year and the benefit of trimming below the city's
recommended trim line is to prevent frequent trimming and maintenance requirements. As a reminder, the city is
requiring trimming of the foliage on your property to restore the views of surrounding properties and maintain it as
such.
11
Please let me know if you have any questions or concerns regarding the contents of this email. I would like to work with
you as quickly as possible to resolve this matter.
Thank you kindly for your cooperation and prompt attention.
Gerri Whitten
Cert. Code Enforcement Officer
gwhitten@rpvca.gov
Phone -(310) 544-5299
Address:
30940 Hawthorne Blvd.
Rancho Palos Verdes, CA 90275
Website: www.rpvca.gov
This e-mail message contains information belonging to the City of Rancho Palos Verdes, which may be privileged, confidential, and/or protected from
disclosure. The information is intended only for use of the individual or entity named. Unauthorized dissemination, distribution, or copying is strictly
prohibited. If you received this email in error, or are not an intended recipient, please notify the sender immediately. Thank you for your assistance and
cooperation.
City Hall is open to the public during regular business hours. Appointments are strongly encouraged, and virtual appointments are
available. Many services are available online, including plan check review services. To schedule an appointment, visit the Staff
Directory on the City website to find the appropriate department. Some employees may be working remotely. Please be patient
with us as there may be delays or minor inconveniences in responding to your inquiry.
From: A.S <528777605@gg.com>
Sent: Wednesday, October 12, 2022 8:20 AM
To: Gerri Whitten <gwhitten@rpvca.gov>
Subject: Re:RPV Code Enforcement Case ID CMUNl2021-0003 Regarding 3510 Coolheights, Rancho Palos Verdes
12
Dear Gerri Whitten,
Thank you for your email sent to me dated on October 12, 2022. I have not received your letter dated on September
26, 2022 regarding the inspection of my house located at the above address. My primary address has been changed,
neither your mailing address in MA nor the above RPV address in CA, since 2020 because of the Covid-19 pandemic.
I consent the inspection in order for the City of RPV to reclassify my tress in rear of the back yard of my house. I
attached the Consent Letter signed to this email. I have arranged someone to open the door for your inspection on
October 14, 2022. at 8: 30 am PT.
I appreciate another Enforcement Officer's involvement in my case. Since 2021, the Enforcement Department Officer,
Rudy Monroy, has refused to inspect the trees at back yard of my house and insisted the trees were hedges after I and
two of my property managers had explained to him.
If you have further requirement, please let me know directly. Thank you again.
Best Regards,
Ping Shen
A.S
528777605@qq.com
------------------Original ------------------e) Shen
ps1255@georgetown.edu, (+1} 202 340 1017
13
TO: HONORABLE MAYOR & CITY COUNCIL MEMBERS
FROM: CITY CLERK
DATE: JUNE 19, 2023
SUBJECT: ADDITIONS/REVISIONS AND AMENDMENTS TO AGENDA
_____________________________________________________________________
Attached are revisions/additions and/or amendments to the agen da material received
through Monday afternoon for the Tuesday, June 20, 2023, City Council meeting:
Item No. Description of Material
G 2 Professional Services Agreements with vendor signature for Michael
Baker International, Inc. and John L. Hunter & Associates
L 1 Professional Services Agreement with updates and vendor signature
for Acorn Technology Services
P 5 Professional Services Agreements with vendor signature (Harris &
Associates; Interwest Consulting Group; Rigg Consulting Inc.; Sunbeam
Technologies Inc. DBA Sunbeam Consulting; and Valley Maintenance
Corp.)
2 Protest letter and attachments from Appellant Ping Shen along with
photos and other correspondence between Staff and Ping Shen; Copy
of invoice with abatement job description summary
Respectfully submitted,
__________________
Teresa Takaoka
L:\LATE CORRESPONDENCE\2023\2023 Coversheets\20230620 additions revisions to agenda thru Monday.docx
CITY OF
v~
.p<)
"' ~ RANCHO PALOS VERDES
AMENDMENT NO. 6
TO AGREEMENT FOR PROFESSIONAL SERVICES
THIS AMENDMENT TO THE AGREEMENT FOR PROFESSIONAL SERVICES
(“Amendment No. 6”) by and between the CITY OF RANCHO PALOS VERDES (“City”) and
MICHAEL BAKER INTERNATIONAL, INC., a Pennsylvania corporation (“Consultant”) is
effective as of June 20, 2023.
RECITALS
A. City and Consultant entered into that certain Agreement for Contractual Services
dated October 2, 2018, terminating on June 30, 2019 (“Agreement”) whereby Consultant agreed
to provide administrative services for the City’s Community Development Block Grant (“CDBG”)
program (the “Services”) for one year, for a Contract Sum of $65,671.60.
B. On July 1, 2019, City and Consultant entered into Amendment No. 1 to the
Agreement in order to extend the Term of the Agreement through June 30, 2020 and increase the
Contract Sum by $35,000 to $100,671.60.
C. On July 21, 2020, City and Consultant entered into Amendment No. 2 to the
Agreement in order to extend the Term of the Agreement through June 30, 2021 and increase the
Contract Sum by $30,000 to $130,671.60.
D. On October 6, 2020, City and Consultant entered into Amendment No. 3 to the
Agreement in order to increase the Contract Sum by $6,500 to $137,171.60 and add administrative
services for the City’s Community Development Block Grant CARES Act programs to the Scope
of Services.
E. On June 15, 2021, City and Consultant entered into Amendment No. 4 to the
Agreement to extend the Term through June 30, 2022 and increase the Contract Sum by $25,000
to $162,171.60.
F. City and Consultant entered into Amendment No. 5. to extend the Term of the
Agreement through June 30, 2023, and to increase the Contract Sum by $34,687 to $196,858.60.
The additional compensation included $29,687 for CDBG Administration and Labor Compliance
Services and $5,000 for CDBG-CV Senior Activities.
G. City and Consultant now desire to further amend the Agreement to extend the Term
to June 30, 2024, to include continuing services on the FY20-21 CDBG project, and to add services
and compensation in the amount of $29,687 for the administration of CDBG funds for the FY 23-
24 CDBG project. The new Contract Sum shall be $226,545.60.
TERMS
1.Contract Changes. The Agreement is amended as provided herein. Deleted text is
indicated in strikethrough and added text in bold italics.
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01203.0006/893478.2 -2-
a.Section 2.1, Contract Sum, is amended to read:
Subject to any limitations set forth in this Agreement, City agrees to pay Consultant
the amounts specified in the “Schedule of Compensation” attached hereto as
Exhibit “C” and incorporated herein by this reference. The total compensation,
including reimbursement for actual expenses, shall not exceed $196,858.60 (One
Hundred Ninety Six Thousand Eight Hundred Fifty Eight Dollars and Sixty
Cents)$226,545.60 (Two Hundred Twenty Six Thousand Five Hundred Forty
Five Dollars and Sixty Cents) (the “Contract Sum”), unless additional
compensation is approved pursuant to Section 1.9.
b.Section 3.4, Term, is amended to read:
Unless earlier terminated in accordance with Article 7 of this Agreement, this
Agreement shall continue in full force and effect from October 2, 2018, through
June 30, 20232024 except as otherwise provided in the Schedule of Performance
(Exhibit “ D”).
c.Section I of Exhibit “A” Scope of Services is amended to read:
“I. Consultant shall provide administrative services and labor compliance for the
City’s Community Development Block Grant (CDBG) program and administrative
services for the City’s Community Development Block Grant CARES Act (CDBG-CV)
programs (the “Services”), as follows:
Scope of Services FY 2019-20, FY 2020-21, and FY 2021-22
A.Provide technical assistance for the administration and implementation of the City’s
Community Development Block Grant (CDBG) and Community Development
Block Grant CARES Act (CDBG-CV) programs and projects.
B.Prepare online “Agreements to Implement” annual CDBG and CDBG-CV
programs and projects with the Community Development Commission of the
County of Los Angeles (LACDC) and Los Angeles County Development Authority
(LACDA), including project descriptions and budgets.
C.Prepare and process amendments to the “Agreements to Implement” for ongoing
programs and projects.
D.Coordinate with City staff to gather all necessary documentation for LACDC and
LACDA program monitoring and for audit preparation.
E.Prepare LACDC, LACDA, and U.S. Department of Housing and Urban
Development (HUD) reports and documents.
F.Provide CDBG and CDBG-CV financial management assistance.
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01203.0006/893478.2 -3-
G. Provide Davis-Bacon Act (prevailing wages) and HUD Section 3 monitoring for
construction projects.
H. Act as the City’s liaison and representative to the LACDC and LACDA.
I. Ensure compliance with all applicable federal, State, and local laws, rules,
regulations, and policies.
J. Review project specifications to ensure all County required provisions are included.
K. Attend pre-bid conferences, bid openings, and other meetings when required for the
performance of the Services herein.
L. Conduct employee interviews as required.
Check Certified Payroll as required.
Scope of Services FY 2022-23
For Fiscal Year 2022-23, Consultant shall provide the following administrative and labor
compliance services for the City’s Community Development Block Grant (CDBG)
program and Community Development Block Grant- CARES Act (CDBG-CV):
CDBG
GENERAL PROGRAM ADMINISTRATION = $3,000
Serve as the Primary Contact for LACDA
Provide program updates to City staff
Monitor program expenditures and expenditure requirements
Provide regular updates to LACDA Contract Manager
Attend LACDA Cities Highlights and Training Meetings
Attend other LACDA Meeting and Trainings as needed
Review all LACDA Bulletins and Electronic Distribution List items
Update LACDA Authorization Screens as needed
Train City staff on LACDA online systems and processes
PROJECT SETUP / PLANNING SUMMARY PROCESS = $4,877
Complete Planning Summary Training
Meet with staff to review proposed projects
Draft Staff Report
Draft Notice of Public Hearing
Draft Resolution
Conduct Public Hearing for FY 2022-23 Project(s)
Complete Environmental Service Request
Complete Online Planning Summary
Process Cooperation Agreement
Process Reimbursable Agreement
Process Agreement To Implement
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01203.0006/893478.2 -4-
REPORTING = $2,500
Complete Quarterly Performance Report Training
1st Quarterly Performance Report
2nd Quarterly Performance Report
3rd Quarterly Performance Report
4th Quarterly Performance Report
Annual Summary
Semi-Annual Labor Standards Enforcement Reports
Contract/Subcontract Activity Reports
Annual Single Audit Certification
Submit Single Audit Report To LACDA
FUNDING REQUESTS = $5,040
Review backup for draft Funding Requests
Draft and Submit Monthly Funding Requests
Coordinate between LACDA and City staff on any Funding Request matters
Fiscal Year Closeout
AUDITS AND MONITORING = $2,500
Assist staff Annual City Audit CDBG matters
LACDA In-Progress Monitoring
LACDA Programmatic Monitoring
LACDA Financial Monitoring
LABOR COMPLIANCE = $11,770
Update staff on Labor Compliance Requirements
Review Draft Bid Documents
Preparation Final Bid Documents for LACDA review
Confirm LACDA approval of Bid Documents
Attend Pre-Bid Meeting
Attend Pre-Construction Meeting
Document the posting of required notices at work site
Conduct Employee Interviews
Review Certified Payroll for contractors and subcontractors
Prepare all documents for Labor Compliance File Review
Conduct Labor Compliance File Review with LACDA staff
Provide final complete project file to City staff
CDBG-CV
GENERAL PROGRAM ADMINISTRATION = $900
Serve as the Primary Contact for LACDA
Provide program updates to City staff
Monitor program expenditures and expenditure requirements
Provide regular updates to LACDA Contract Manager
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01203.0006/893478.2 -5-
Attend LACDA Cities Highlights and Training Meetings
Attend other LACDA Meeting and Trainings as needed
Review all LACDA Bulletins and Electronic Distribution List items
Update LACDA Authorization Screens as needed
Train City and Public Service Agency staff on LACDA online systems and
processes
PROJECT SETUP / PLANNING SUMMARY PROCESS = $500
Complete Planning Summary Training
Meet with staff to review proposed projects
Draft Staff Report
Draft Notice of Public Hearing
Draft Resolution
Conduct Public Hearing
Complete Online Planning Summary
Process Cooperation Agreement
Process Reimbursable Agreement
Process Agreement To Implement
REPORTING = $800
Complete Quarterly Performance Report Training
1st Quarterly Performance Report
2nd Quarterly Performance Report
3rd Quarterly Performance Report
4th Quarterly Performance Report
Annual Summary
FUNDING REQUESTS = $1,680
Review backup for draft Funding Requests
Draft and Submit Monthly Funding Requests
Coordinate between LACDA and City staff on any Funding Request matters
Fiscal Year Closeout
AUDITS AND MONITORING = $1,120
Assist staff Annual City Audit CDBG-CV matters
LACDA In-Progress Monitoring
LACDA Programmatic Monitoring
LACDA Financial Monitoring
Scope of Services FY 2023-24
The FY 20-21 Redondela Drive Area ADA Improvements project will continue
into the upcoming fiscal year under the same budget approved as Amendment 4.
This is due to the project still being active and expected to continue into FY 23-
24.
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01203.0006/893478.2 -6-
Additionally, Consultant will administer $147,589 and any balances in CDBG
funds available to the City through the Los Angeles County Development
Authority for the FY 23-24 Curb Ramp Access Improvement Projects, as follows:
CDBG GENERAL PROGRAM ADMINISTRATION = $3,000
• Serve as the Primary Contact for LACDA
• Provide program updates to City staff
• Monitor program expenditures and expenditure requirements
• Provide regular updates to LACDA Contract Manager
• Attend LACDA Cities Highlights and Training Meetings
• Attend other LACDA Meeting and Trainings as needed
• Review all LACDA Bulletins and Electronic Distribution List items
• Update LACDA Authorization Screens as needed
• Train City staff on LACDA online systems and processes
PROJECT SETUP / PLANNING SUMMARY PROCESS $4,877
• Complete Planning Summary Training
• Meet with staff to review proposed projects
• Draft Staff Report
• Draft Notice of Public Hearing
• Draft Resolution
• Conduct Public Hearing for FY 2024-25 Project(s)
• Complete Environmental Service Request
• Complete Online Planning Summary
• Process Cooperation Agreement
• Process Reimbursable Agreement
• Process Agreement To Implement
REPORTING = $2,500
• Complete Quarterly Performance Report Training
• 1st Quarterly Performance Report
• 2nd Quarterly Performance Report
• 3rd Quarterly Performance Report
• 4th Quarterly Performance Report
• Annual Summary
• Semi-Annual Labor Standards Enforcement Reports
• Contract/Subcontract Activity Reports
• Annual Single Audit Certification
• Submit Single Audit Report To LACDA
FUNDING REQUESTS = $5,040
• Review backup for draft Funding Requests
• Draft and Submit Monthly Funding Requests
• Coordinate between LACDA and City staff on any Funding Request matters
• Fiscal Year Closeout
AUDITS AND MONITORING = $2,500
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01203.0006/893478.2 -7-
• Assist staff Annual City Audit CDBG matters
• LACDA In-Progress Monitoring
• LACDA Programmatic Monitoring
• LACDA Financial Monitoring
LABOR COMPLIANCE = $11,770
• Update staff on Labor Compliance Requirements
• Review Draft Bid Documents
• Preparation Final Bid Documents for LACDA review
• Confirm LACDA approval of Bid Documents
• Attend Pre-Bid Meeting
• Attend Pre-Construction Meeting
• Document the posting of required notices at work site
• Conduct Employee Interviews
• Review Certified Payroll for contractors and subcontractors
• Review of Build America, Buy America Act (BABA) compliance
• Prepare all documents for Labor Compliance File Review
• Conduct Labor Compliance File Review with LACDA staff
• Provide final complete project file to City staff
d. The following is added to Section I of Exhibit “C” Schedule of
Compensation:
Rate Sheet for FY 2023-24
Title Hourly Rate
Project Director $260
Project Manager $150
Grants Specialist $140
Labor Compliance Manager $185
Labor Standards Compliance Officer $125
2. Continuing Effect of Agreement. Except as amended by Amendments 1 through
6, all provisions of the Agreement shall remain unchanged and in full force and effect. From and
after the date of this Amendment, whenever the term “Agreement” appears in the Agreement, it
shall mean the Agreement, as amended by Amendments 1 through 6 to the Agreement.
3. Affirmation of Agreement; Warranty Re Absence of Defaults. City and
Consultant each ratify and reaffirm each and every one of the respective rights and obligations
arising under the Agreement. Each party represents and warrants to the other that there have been
no written or oral modifications to the Agreement other than as provided herein. Each party
represents and warrants to the other that the Agreement is currently an effective, valid, and binding
obligation.
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01203.0006/893478.2 -8-
Consultant represents and warrants to City that, as of the date of this Amendment No. 6,
City is not in default of any material term of the Agreement and that there have been no events
that, with the passing of time or the giving of notice, or both, would constitute a material default
under the Agreement.
City represents and warrants to Consultant that, as of the date of this Amendment No. 6,
Consultant is not in default of any material term of the Agreement and that there have been no
events that, with the passing of time or the giving of notice, or both, would constitute a material
default under the Agreement.
4. Adequate Consideration. The parties hereto irrevocably stipulate and agree that
they have each received adequate and independent consideration for the performance of the
obligations they have undertaken pursuant to this Amendment No. 6.
5. Authority. The persons executing this Amendment No. 6 on behalf of the parties
hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to
execute and deliver this Amendment No. 6 on behalf of said party, (iii) by so executing this
Amendment No. 6, such party is formally bound to the provisions of this Amendment No. 6, and
(iv) the entering into this Amendment No. 6 does not violate any provision of any other agreement
to which said party is bound.
[SIGNATURES ON FOLLOWING PAGE]
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01203.0006/893478.2 -9-
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
and year first-above written.
CITY:
CITY OF RANCHO PALOS VERDES, a
municipal corporation
____________________________________
Barbara Ferraro, Mayor
ATTEST:
_________________________________
Teresa Takaoka, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
_________________________________
William W. Wynder, City Attorney
CONSULTANT:
MICHAEL BAKER INTERNATIONAL,
INC., a Pennsylvania corporation
By: ________________________________
Name: Tanya Bilezikjian
Title: Assistant Secretary
By: ________________________________
Name: William M. Hoose
Title: Associate Vice President
Address: 3760 Kilroy Airport Way,
Suite 270
Long Beach, CA 90806
Two corporate officer signatures required when Consultant is a corporation, with one signature required from
each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any
Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT’S SIGNATURES
SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS
MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR
REGULATIONS APPLICABLE TO CONSULTANT’S BUSINESS ENTITY.
a Pennsylvania corporation
___________________________________________________________________________________________________________________
Name: Taaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaannnynnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnnna Biiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiileleleleleleellllelelllelelelllelleeeleelllllllleeeeeeeeeeeeelllellllllleeeeeeeelellllllleeeeeelllleeeeeezizzkjian
Title: Assistant Secretary
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01203.0006/893478.2
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On __________, 2023 before me, ________________, personally appeared ________________, proved to me on the
basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true
and correct.
WITNESS my hand and official seal.
Signature: _____________________________________
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form.
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
INDIVIDUAL
CORPORATE OFFICER
_______________________________
TITLE(S)
PARTNER(S) LIMITED
GENERAL
ATTORNEY-IN-FACT
TRUSTEE(S)
GUARDIAN/CONSERVATOR
OTHER_______________________________
______________________________________
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
_____________________________________________
_____________________________________________
___________________________________
TITLE OR TYPE OF DOCUMENT
___________________________________
NUMBER OF PAGES
___________________________________
DATE OF DOCUMENT
___________________________________
SIGNER(S) OTHER THAN NAMED ABOVE
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
G
□ □
□
□ □ □ □
□ □
01203.0006/893478.2
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On __________, 2023 before me, ________________, personally appeared ________________, proved to me on the
basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true
and correct.
WITNESS my hand and official seal.
Signature: _____________________________________
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form.
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
INDIVIDUAL
CORPORATE OFFICER
_______________________________
TITLE(S)
PARTNER(S) LIMITED
GENERAL
ATTORNEY-IN-FACT
TRUSTEE(S)
GUARDIAN/CONSERVATOR
OTHER_______________________________
______________________________________
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
_____________________________________________
_____________________________________________
___________________________________
TITLE OR TYPE OF DOCUMENT
___________________________________
NUMBER OF PAGES
___________________________________
DATE OF DOCUMENT
___________________________________
SIGNER(S) OTHER THAN NAMED ABOVE
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
G
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AMENDMENT NO. 2
TO AGREEMENT FOR PROFESSIONAL SERVICES
THIS AMENDMENT TO THE AGREEMENT FOR PROFESSIONAL SERVICES
(“Amendment No. 2”) by and between the CITY OF RANCHO PALOS VERDES, a general
law city & municipal corporation (“City”), and JOHN L. HUNTER & ASSOCIATES, INC., a
California corporation (“Consultant”) is effective as of June 20, 2023.
RECITALS
A.City and Consultant entered into an Agreement for Professional Services dated
December 21, 2021 (“Agreement”) whereby Consultant agreed to provide consulting services
related to complying with stormwater quality regulations and laws (“Services”) for a Term of one
year ending December 20, 2022, with a maximum Contract Sum of $200,000, and with the option
to extend the agreement 3 additional years.
B.On July 1, 2022 City and Consultant agreed to extend the Agreement by six (6)
months through June 30, 2023 and increase compensation by $100,000 for a total not to exceed
Contract Sum of $300,000 (“Amendment No. 1”).
C.City and Consultant now agree to further extend the Term by one year through June
30, 2024 with one additional one-year extension remaining, modify the scope of services, and
increase compensation by $194,473 for FY 2023-24, for a total not to exceed Contract Sum of
$494,473.
TERMS
1.Contract Changes. The Agreement is amended as provided herein. Deleted text is
indicated in strikethrough and added text in bold italics.
a.Section 2.1, Contract Sum, is amended to read:
“Subject to any limitations set forth in this Agreement, City agrees to pay
Consultant the amounts specified in the “Schedule of Compensation” attached
hereto as Exhibit “C” and incorporated herein by this reference. The total
compensation, including reimbursement for actual expenses, shall not exceed
$300,000 (Three Hundred Thousand Dollars)$494,473 (Four Hundred Ninety
Four Thousand Four Hundred Seventy Three Dollars) (the “Contract Sum”),
unless additional compensation is approved pursuant to Section 1.9. Compensation
for FY 22-23 shall not exceed $200,000 (Two Hundred Thousand Dollars).”
b.Section 3.4, Term, is amended to read:
“Unless earlier terminated in accordance with Article 7 of this Agreement,
this Agreement shall continue in full force and effect until completion of the
services but not exceeding June 30, 2023June 30, 2024, except as otherwise
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01203.0006/896811.1 -2-
provided in the Schedule of Performance (Exhibit D). The City may, in its
discretion, extend the Term by three one additional one-year terms.”
c.Exhibit “A”, Scope of Services is repealed and replaced with the
attached Exhibit “A” Amendment No. 2 Scope of Services.
d.Exhibit “C”, Schedule of Compensation is repealed and replaced with
the attached Exhibit “C” Amendment No. 2 Schedule of Compensation.
e.Exhibit “D”, Schedule of Performance is amended to read:
“Consultant shall deliver the following tangible work products to the City
by the following dates and in compliance with all regulatory requirements .
A.Draft MS4 Permit Annual Report by November 15 each year.
B.Newsletters bimonthly and NPDES/WMG meeting summaries
within 10 working days of meeting.
C.Industrial/commercial and Clean Bay Restaurant program
inspection reports and violation notices within one month of the
inspection/violation.
D.Illicit discharge detection investigation reports and violatio n notices
within one month of investigation.
E.Training presentations at time of training and new and revised
template documents and BMP fact sheets at time of training. Training is conducted
once a year, ideally prior to or at the beginning of the rainy season.
F.Revised Public Outreach materials as needed.
G.Reviewed LID Plans and SWPPs within 10 working days of
receiving initial plan submittals. Follow up reviews will be performed within 10
working 10 days.
H.Construction program inspection reports and violation notices
within one month of the inspection/violation.
I.Watershed meeting agendas 1 day prior to meeting.
J.Revise draft EWMP in accordance with the comments received
from the Regional Water Quality Board, within three months of receipt of
comments.
K.Model contract language to transfer permit responsibility for
implementing Table 18 Activity BMPs and 12 required road reconstruction BMPs
per the MS4 Permit to contractors within the first year of EWMP Implementation.
01203.0006/896811.1 -3-
L.Draft Watershed ROWD one month prior to June 1, 2022 deadline
for first year, and one month prior to deadline coinciding with Adaptive
Management process.
M.Draft Evaluation of the EWMP (Adaptive Management) – One
month prior to biennial April 19 deadline.
N.Draft Non-Stormwater Source ID Report – 10 working days prior to
deadline for source identification.
O.Draft Integrated Monitoring Compliance Report by November 15
each year.”
2.Continuing Effect of Agreement. Except as amended by this Amendment No. 2,
all provisions of the Agreement shall remain unchanged and in full force and effect. From and
after the date of this Amendment No. 2, whenever the term “Agreement” appears in the Agreement,
it shall mean the Agreement, as amended by Amendment Nos. 1 and 2 to the Agreement.
3.Affirmation of Agreement; Warranty Re Absence of Defaults. City and
Consultant each ratify and reaffirm each and every one of the respective rights and obligations
arising under the Agreement. Each party represents and warrants to the other that there h ave been
no written or oral modifications to the Agreement other than as provided herein. Each party
represents and warrants to the other that the Agreement is currently an effective, valid, and binding
obligation.
Consultant represents and warrants to City that, as of the date of this Amendment No. 2,
City is not in default of any material term of the Agreement and that there have been no events
that, with the passing of time or the giving of notice, or both, would constitute a material default
under the Agreement.
City represents and warrants to Consultant that, as of the date of this Amendment No. 2,
Consultant is not in default of any material term of the Agreement and that there have been no
events that, with the passing of time or the giving of notice, or both, would constitute a material
default under the Agreement.
4.Adequate Consideration. The parties hereto irrevocably stipulate and agree that
they have each received adequate and independent consideration for the performance of the
obligations they have undertaken pursuant to this Amendment No. 2.
5.Authority. The persons executing this Amendment No. 2 on behalf of the parties
hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to
execute and deliver this Amendment No. 2 on behalf of said party, (iii) by so executing this
Amendment No. 2, such party is formally bound to the provisions of this Amendment No. 2, and
(iv) the entering into this Amendment No. 2 does not violate any provision of any other agreement
to which said party is bound.
[SIGNATURES ON FOLLOWING PAGE]
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 RA NCHO PALOS VERDES, a municipal corporation Barbara Ferraro, Mayor CONSUL TANT: JOHN L. HUNTER & ASSOCIATES, INC., a California corporation By: By: Name: John L. Hunter Title: resident e: Jillian Bricke T 1tle: Secretary Address: 6131 Orangethorpe A venue, Su Suite 300 Buena Park, CA 90620 Two corporate officer signatures required when Consultant is a corporation, with one signature required from
each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any
Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS
MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR
REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY. 01203.0006/89681 l.l -4-
01203.0006/896811.1
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On __________, 2023 before me, ________________, personally appeared ________________, proved to me on the
basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true
and correct.
WITNESS my hand and official seal.
Signature: _____________________________________
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form.
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
INDIVIDUAL
CORPORATE OFFICER
_______________________________
TITLE(S)
PARTNER(S) LIMITED
GENERAL
ATTORNEY-IN-FACT
TRUSTEE(S)
GUARDIAN/CONSERVATOR
OTHER_______________________________
______________________________________
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
_____________________________________________
_____________________________________________
___________________________________
TITLE OR TYPE OF DOCUMENT
___________________________________
NUMBER OF PAGES
___________________________________
DATE OF DOCUMENT
___________________________________
SIGNER(S) OTHER THAN NAMED ABOVE
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
□ □
□
□ □ □ □
□ □
01203.0006/896811.1
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On __________, 2023 before me, ________________, personally appeared ________________, proved to me on the
basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true
and correct.
WITNESS my hand and official seal.
Signature: _____________________________________
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form.
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
INDIVIDUAL
CORPORATE OFFICER
_______________________________
TITLE(S)
PARTNER(S) LIMITED
GENERAL
ATTORNEY-IN-FACT
TRUSTEE(S)
GUARDIAN/CONSERVATOR
OTHER_______________________________
______________________________________
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
_____________________________________________
_____________________________________________
___________________________________
TITLE OR TYPE OF DOCUMENT
___________________________________
NUMBER OF PAGES
___________________________________
DATE OF DOCUMENT
___________________________________
SIGNER(S) OTHER THAN NAMED ABOVE
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
□ □
□ □ □ □ □ □ □
01203.0006/896811.1
EXHIBIT “A” AMENDMENT NO. 2
SCOPE OF SERVICES FOR THE PERIOD DECEMBER 21, 2021
THROUGH JUNE 30, 2023
on t ro l prOJe,c;ti a d
C
01203.0006/896811.1
Geosynt ec will serve as a su bcon tract o r t o assist with Scope of Service Tas k 2 .2. Their costs a r e
inco rpo r at ed i nto our N o t•t o--E xceed cost estimate Tabl e 7.
Table S Scope of City's Share of Peninsula WMG EWMP Services
Tasks Description
2.1. Watershed Meetings Tasks
Coordination Schedule monthly meetings, prepare agendas, m eeting minutes, and
presentations on an on-going basis. Attend South Santa Monica Bay Watershed
SteerinR Committee meetin~s to represent the PVP WMG.
2.2. EWMP Undate Coordination and Renortin2
Note: This task includes activities conducted by both JLHA and Geosyntec.
Coordination Coordinate with other updated PVP EWMP Agency info rm ation for input into the
PVP WMG Reasonable Assurance Analysis (RAA) model and EWMP. This is a one-
time effort (every 5 -year) for required updates to t he RAA and EWMP and to
addre.ss Reg ional Board r eouired revisions after EWMP submittal.
Reporting Revise the updated PVP EWMP Reasonable Assurance Analysis (RAA) model and
EWMP. This is a one-ti me effort (every 5 -year) for required updates to the RAA
and EWMP and to address Regional Board required revisions after EWMP
submittal.
Contini;:ency Contini;:ency for (Unrel eased) 2021 MS4 Permit R=uirements
2.3. External and Alternative Compliance Options
Coordination Coordinate the pursuit of TMDL compliance, TMDL reconsiderati on, and Regional
Projects with agencies within and outside of the PVP WMG on an on-going, as
needed basis.
2.4. Public Agency Activities
T raining Activities Develop and deliver distinct training modules for Construction and Public Agency
Activities, customized for PVP WMG each to be delivered on 2 separate occasions
so that City staff/cont ractors have 2 choices of dates for training.
2.5. Watershed Report of Wast e Discharge (ROWD)
Reporting Draft and finalize ROWD based on Watershed and Individual annual reports
including CIMP Integrated Monitoring Compliance Report and new information
received since annual report preparation per the MS4 Permit. The ROWD will be
due prior to t he specified deadline when the updated M$4 Permit requi res ,t.
2.6. Adaptive Manai;:ement
Reporting Prepare an evaluation o f the EWMP every two years (unless oth el'\vise specified
in the updated MS4 Permit ), adapting the EWMP to become more effective per
the requi rements of the MS4 Permit. Modifications to the EWMP will be
implemented upon approval by the Re11ional Water Board.
2.7. Review and Coordinate Deliverables with Other Peninsula EWMP A11encies
Coordination Coord inate w ith other Penins ula EWMP agencies to i mplement joint activities on
an on·2oin2, as needed basis.
Review Review shared EWMP scope of work deliverable produced by other agencies
party to the EWMP, or their consultants, and provide comments on an on-going,
as needed basis.
2.9. Cont ini;:encv for Proiect Geot echnical Work
Implementation I Implement site-specific geotechnical work such as soil borings
Applicable to All Tasks
Proiect Management Coordinate with proiect staff, report on pro2ress, and OA/QC deliverables.
01203.0006/896811.1
[Continues on following page]
Table 6 . Scope of OMP Imple mentation MOU Services
Tasks Description
3.1. Non·Stormwater Outfall Screening Program (if required by new MS4 Permit)
Source 10 Investigation As needed: if a nother round of investigations are required by the updated MS4
Pe rmit, invest igate the prioritized outfalls with significant non-stormwater
discharae bv deadline for source identification.
Source ID Reporting As needed: If another report is required by the updated MS4 Pe rmit, prepare a
report of the results of the source identificat ion investigation prior to the
specified deadline upon completion of the investigat ion.
3.2 lntearat ed Monitorma Compliance Reoo rt (IMCR)
Review Review and edit th e IMCR annually per the requirements of the MS4 Permit.
3.3 Correspond with Monitoring Consultants
Coordin ate Coordinate and faci litate communication amongst the City, the PVP WMG, and
t he monitoring consultants. Provide assistance with monitoring contracts.
Applicable to All Ta sks
Project Management Coordin ate with proiect staff, report on progress, and ONQC deliverables.
01203.0006/896811.1
SCOPE OF SERVICES FOR FISCAL YEAR 2023-2024
Tabl e 1 Scope of City-specific Mun icipal NPOES Progra m Services
Tasks Descri pt i on
1.1. Program Administrati on, Compl i ance Pl anning and Reporti ng Tasks
Prog ram update s Provide p roj ect and program statu s upd ates.
l nt eragency m eet ings Represent the Ci ty i n m ee tings/cor re spondence w i t h progra m stakehold ers.
Technica l assi stance Sh are t echnica l p rogram informati on a.nd experti se w i t h Ci ty staff.
Prog ram d evel opment Assi st i.n prepari ng and upd ati ng p rogram docum ents.
Prog ram assessm ent Assess program co mpli ance and re.commend acti ons .
WM PandCIMP Assi st with t he d evel oom ent and imol em entat ion of t h e WM P and CIMP.
TMD Ls Assi st with TM DL compliance pl an ning, impl em entation, and reporti ng.
Tra sh TMDL Study Assi st the Ci ty w i th t h e Trash TMDL DGR Study.
Trash Provi si on s Assi st the Ci ty w i th t h e Statew i de Trash Provisi ons.
Compliance re ports Assi st with t he preparati on of NPDES and TMDL compli ance reporu.
Database managem em Operat e and maimain an acc essi bl e onli ne d atabases of p rog ram reco rds.
As-n eed ed assis tan ce As n eed ed : Assist w ith Muni cipal NPDES services not li sted i n t h is scope.
1.2 . Program Fundi ng Assistance
SCWP Plans and Repons Prepare SCWP Annual Plan and Annu al Reports.
Prog ram update s As n eed ed : Provide updat es o n the SCWP and other NPDES fundi ng progra ms .
M ee1i ngs As n eed ed : Represen t the City i n funding m eet ings and cor re spo ndence .
Fund ing appli ca t i ons As n eed ed : Prep are SCWP and gra nt app licati ons and assi st in admini strati on.
Fee s, budgets, ag ree mem s As n eed ed : Devel op and adm i nister f ee s, budgets, and cost sha re ag ree ments .
1.3 . Control Programs
1.3 .1 capita l Proj ects and Programs (As nee-Oe-0)
Proj ect implem en tati on As n eed ed : Assist in i mpl ementing NPD ES cap ital projects and programs .
1.3 .2 Pl anning and Land Devel opm ent
Tracki ng Updat e LID BMP records w it h avail abl e program inform ati on .
Revi ew i ng Review LI D Pl ans a.nd rel ated docum ents.
Inspecti on s As n eed ed : Veri fy BMP in st allation and O&M and iss ue enforce ment .
1.3.3 Construction {For sites that d i st u rb ~ 1 acte. As needed for sites t hat distu rb <l acre.)
Tracki ng Updat e sit e reco rds with avail abl e program inventory i nfo rmat i on.
Revi ewi ng As n eed ed : Revi ew SWPPPs and ESCPs f or BMP i mplem entat i on.
Inspecti on s Conduct BMP inspecti ons, fol l ow-ups, a nd iss ue enforcem ent .
1.3.4 Ind ustrial/Com merci al Faci liti es
CBR Program Assi st with t he foll owing subtasks re lat ed to CB R f aci li ties.
Tracki ng Updat e ind ustri al/commercial facili ty re.cord s us ing availab le data sources.
Ed ucat i on Distribute, d evel op, update, and purch ase educa tion al mat eri al.
Inspecti on s Schedul e and co nduct BMP inspect i ons, follow-up, and i ssu e enfo rce ment.
1.3 .S Publi c Agency Activit i es and Training
Tracki ng Updat e records for inventoried ci ty f acilities w i t h avail ab le infor mati on .
Inspecti on s Inspect BMP s at City faci liti es and assist in sel ect ing BMPs.
Trai ni ng Develop and provi de Municipal NP DES traini ng f or city staff as applicabl e.
1.3 .6 Illicit Dischar!'e lnvesti 1<1at i ons
Investigations Conduct f iel d i nvestigati ons, foll ow-up, and i ssue enforcement.
1.3.7 Publi c Informat i on and Part i cip ati on
Tracki ng Updat e records for public outrea ch activiti es.
Even ts Assi st with community events to promote pollut i on preven t i on .
Materi al di stri bution Provide and di stribute ed ucational m ateri als, induding a w ebsi t e t empl ate.
Materi al d evelopm en t As n eed ed : Upd ate and d evel op educa t ional mat eri al s and content .
Appl i cabl e t o AJI Tasks
Proj ect M anagem e.n t Co-ord inat e w it h p roj ect staff, report on progress, and QA/QC d el iverabl es.
01203.0006/896811.1
Table 2 Scope o f City's Share o f Penlnsul a WM G WMP Service<
Tasks Descript i o n
2.1. Water shed M eeti ngs Ta sk s
Coor d inati on Sch ed ul e monthly meet i ngs, pr epar e agendas, m eet i ng mi nutes, and pr esentati ons
on an on-going basi s. Attend Sout h Sa nta Monica Bay W at ersh ed Stee r i ng Committee
meet i ng s to r ep r esent t h e PVP WMG.
WM P Update and Coordi nate and update PVP WMP as mandat ed by t h e Regi o nal Boar d
Rep orti ng
2.2 . WMP Reporti ng Pr og ram Impl ementation
Note: Thi s task i ncludes act iv it i es condu cted b y bot h JLHA and Geosyntec, o r anoth er q ual ifi ed subco ntractor
approved by the W MG.
Coor d inati on Revi si o ns to t he CIMP w er e submitted pr i or to t he st art of servic es und er this
proposal. The LA W ate r Boa rd may r equi r e chang es t o t his r ev ised CIM P p ri or to i ts
ap pr oval. The W MG may also deci de t o update the CIM P agai n w i thi n t h e t i m efram e
of the scope of w or k. As such an as-n eed ed annual budget for CIM P r ev i si ons is
i ncl ud ed in the cost esti mat e. Geosyntec w ill pr epar e any r ev i si ons to the CIM P, with
over sight b y JLHA.
Rep orti ng Geosyntec will p re par e t he MS4 Per m it Annual M onit o r i ng Rep ort and sub mi t t h e
sem i -annual CIM P monitoring r esults, w it h assi stance and over sight from JLHA.
W i t h the assis tance of Geosyntec, JLHA w ill pr epar e t h e semi -annual W M P Pr og r ess
Reports . Th i s w ill i ncl ude co llecti ng and assessing WMP impl em entation data f rom
partic ipat i ng agencies usi ng t h e WRAM PS2 r eporting sy stem, as w ell as re porting o n
WMG com pli ance w it h WMP dead l ines.
JLHA w ill submit the dr aft Annual Moni tori ng Report and sem i -Annual WMP Progr ess
Reports w i t h suffici ent t i m e for r eview by t h e WMG m ember s pri or to t h e sub m i ssi on
dead lines {June 15t h for t h e 7 /1 t o 12/31 WMP Progress Report and CIMP
monitoring r esults, and D ece mber 15th for t h e oth er Rep or ts). Geosyntec w ill submi t
the sem i-annual CIM P moni tor i ng re sul ts p rior t o the submissi o n d ead li ne {6/15 and
12/15). JLHA will i ncor por at e WMG co mments and submi t the fin al Annual
Moni tori ng Report to the LA Water Boar d by this d ead li ne.
M eet ing the d ead li nes l i sted abov e i s dep enden t upon r eceiv i ng t i mely r esponses
f rom W MG members. Alt h ough w e w ill endeav or to pr epar e Annual Reports that
comply w it h the r equir em en ts of t h e LA W at er Boar d, t hei r ass essm ent of the
Reports i n t er ms of MS4 NP DES Per m it compl iance depends on t he i nformation
provid ed by t h e WMG m ember s.
2.3 . External and Alternativ e Compl iance Op t i ons
Coor d inati on Coordi nate t he pur sui t of TMDL compl iance, TMDL r econsi derati on, and Reg io nal
Proj ects with agencies w it hin and outsi de of t he PV P WMG o n an on-goi ng, as
need ed basi s.
2.4 . Water shed Report of W aste Discharge (ROWD)
Rep orti ng Draft and final ize ROWD based on W at er sh ed and Individual annual r epor ts induding
CIMP Integ rated M o nito ring Co mpl i ance Report and n ew infor mati on r eceiv ed since
annual r eport p re pa rati on per t he MS4 Permit. Th e ROW D will be due pr i o r to the
specifi ed d eadl i ne when t he updat ed M S4 Per mit r equi r es i t .
25 . Adap t iv e M anage ment
Rep orti ng Prepar e an ev al uati on of t h e EWMP ev ery five y ea rs (unl ess otherwise sp ec ified i n
the updat ed MS4 Perm it), adapti ng the EWMP t o beco m e mo re effective per t he
r equi r ements of the MS4 Per mit . M odifi cati ons t o t h e EWMP w ill be impl em ent ed
upo n appr oval by the Regi onal W ater Boar d .
01203.0006/896811.1
2.6 . Review and Coordi nate D eliv er abl es w i th Ot h er Pe ninsu la W MP Agenci es
Coor dinat i on Coo rd i nat e w i t h o t her Penin sul a WMP agen ci es to i mpl ement j o i nt act iv it i es o n an
on-going, as need ed basi s.
Rev i ew Rev i ew sh ar ed WMP scope o f w o rk del iverabl e pr odu ced by ot her agenc ies party t o
t h e WMP, or t hei r consult ants, and pr ovi de comments o n an on ·goi ng , as n eed ed
basis.
Appl i ca bl e to AJI Tasks
Pro j ect M anagem en t Coo rd i nat e w i t h project staff, report on pr ogr ess, and QA/QC del iv era bles.
Table 3. Sco rw> of CIMP l m olementat ion MOU ServfeeS
Tasks Descript i o n
3 .1. Non·St o rmwat er O utfa ll Sc reen ing Progr am
Sour ce ID Investigatio n As need ed: Addi t i onal outfall scr eeni ng and sour ce i nvestigat i oo s m ay b e r equir ed
w i thi n t h e t i mef r ame o f the scope o f work. A budgetary allotm ent is includ ed for t hi s
ser v i ce . So ur ce investigat i ons w ill be conducted by Geosyntec.
Sour ce ID Repo rti ng As need ed: If anoth er r eport is r eq ui red, Geosvmec w ill pr epar e a r eport of t he
results o f the sour ce i dentificat i on i nvestigat i on p rior t o the spec if i ed d eadli ne upon
compl et i on of t h e i nvest igat i on.
3.2 Integr ated M o nit o r i ng Co mpl i ance Report {IMCR)
Rev i ew Revi ew and ed it the IM CR annuallv p er t h e r ec ui re ments of the MS4 Per mit.
3 .3 Correspond with M o nitori ng Co nsu ltants
Coor d in at e Coordi nate and faci li t at e co mmuni cat i on amongst the City, t he PV P WMG, and t he
mo nito ring consul t ants. Provid e assi st ance w i th mo nitoring c ontr acts .
Appl i ca bl e to AJI Tasks
Pro j ect M anagem en t Coordi nate with project staff, repor t on p rog re ss, and QA/QC d eliv era bl es.
01203.0006/896811.1
EXHIBIT “C” AMENDMENT NO. 2
SCHEDULE OF COMPENSATION
I.Compensation will be based on time and materials per the rate table below. Amounts
may be moved between line items so long as the total contract amount is not exceeded:
COMPENSATION THROUGH JUNE 30, 2023
• 1.3.8 General Consultation As Needed: Time an d Materials
mMat Materials
Fiscal Year FY 21-22
Task name Cost T otals
1. CITY-SPEC IFIC M UNICIPAL N PDES PROGRAM SE RVICES $64 ,050
1 .1 Progr a m Ad m in ist r at ion, Incl ud i ng Comp liance Plann i ng an d Report ing Tasks $1 6,000
1.2 Progr a m Fund ing $4,000
1.3.1 T ra in i ng $1,9 50
1.3.2 Mun ic ipa l Proj ec t s an d Progra m s $5 ,000
1 .3.3 Ne w Deve lo p m ent $9,7 50
1 .. 3.4 Const r uct ion $9,7 50
1.3.5 Indust r ia l/Co m me r c ial and Clean Bay Res t au r ant Fac i li t ies $1 2,000
1 .. 3.6 Illic it Discha r ge Invest iga t ions $3,000
1.3 .7 Publi c Out r each $2 ,600
2. CITY'S SHAR E OF PEN I NSULA WMG EWMP SER VIC ES $114 ,000
2 .1 Wa te rshe d Meet ings Coo r d i na t ion $2 7,500
2.2 EWMP Up dat e Coo r d i na t ion an d Re p o rti ng $2 7,500
2.3 Exte rna l an d A lternative Co m p li ance Opt io ns $28,000
2.4 Pu b lic A ge ncy Act iv it ies (Const r uctio n Prog ra m and Pu b li c Agency Activ it ies T r a in i ng) $8,000
2 .5 Wa t e rshed Re port o f Wast e Discha r ge (ex pect ed FY 25 -26) $0
2 .6 A d apt ive Management $0
2.7 Rev iew an d Coord i nat ion w it h Ot he r Pen insu la EWMP A ge nc ies $13,000
2 .9 Con t inge ncy fo r Sit e Sp ec ifi c Geo te chn ica l Wor k $10,000
3. CI M P IMPLEMENTAT IO N MOU SERV ICES $18,100
3 .1 Ou tfall Sc r ee n i ng Prog r am (if r eq u i red by new MS4 Pe r m it ) $6,5 00
3 .. 2 I nt eg r ate d Monit o r in g Comp liance Re port $2,5 00
3 .3 Co rrespon d w ith Mon it o r i ng Consu ltan t s an d Pr epare RFP $9,100
Tota l $196,150
01203.0006/896811.1
COMPENSATION FOR FISCAL YEAR 2023-2024
Tablle 4. Estimated Not-t1rExc eed Costs
Task Name Cost Totals
l. CITY-SP ECIFIC MUNICIPAL NPD ES PROGRAM SERVICES $ 78,091
1.1 Progr am Ad'm i nistrat 1io n, Complian ce Plain ning an d Repo rti ng Ta,sks $ 26,320
1.2 Program Fu n di !"lg Ass i st,rnce $ 4 ,080
1.3 .1 Ga,p ita l Proj ects an d Programs (As -n eede d} $ 5,100
1.3 .2 Plan n ing an d! La n d Deve lopment $ 9,945
1.3 .3 Go nst:ruct ion $ 9 ,945
1.3 .4 lndu stir ial/Com m er cia l an d Clea n Bay Resta u ra n t facil it ies $ 15,000
1.3 .5 Pub li c Agency Act1ivities and Tr a.i ni ng $ 1,989
1.3 . 6 llliclit Dis dharge I nvestigati o n,s $ 3 ,060
1.3.7 Pub li c Infor mation an d Parti ci pation $ 2,652
2. CliY'SSHARE OF PENINSU LA WMG WMP SERVICES $ 9 7,920
2 .1 Water shed M eeti ngs Tas ks $ 28,050
2 .2 WMP Reporti n g Pmgram lm p'le m entat1io n $ 28,050
2 .3 External an d AJlt em a,ti ve Comp lianece Opt1io n,s $ 28,560
2 .4 Water shed Report of Wa~e Disch arge $ -
2 .5 Ada pt i ve Man a,gernent $ -
2 .6 Revi ew an d Coor di n ation w i th oth er Pe n insu la WMP Agencies $ 13,260
3 . CIM P IMPLEM ENT ATION MOU SERV ICES $ 18,462
3 .1 Non-Sta rmwater Outfal I Sere en ing Progra m (As-need'ecl ) $ 6,630
3 .2 Integrat ed Mon it ori ng Comp li an ce Report (IM CR) $ 2,550
3 .3 Corre spon d! w it h Mon it ori ng Co n~u ltants $ 9 ,282
Tota l Not-to-Exceed s 194,473
01203.0006/896811.1
EXHIBIT “C-1” AMENDMENT NO. 2
PERSONNEL RATES THROUGH JUNE 30, 2023
John L. Hunter & Associates, Inc.
Principal $185 / hour
Director $165 / hour
Program Manager $165 / hour
Staff Engineer $165 / hour
Project Manager $155 / hour
Assistant Project Manager $145 / hour
Project Engineer $145 / hour
Compliance Specialist II $115 / hour
Project analyst II $115 / hour
Industrical/commercial facility inspection $125 / hour
Compliance Specialist I $95 / hour
Project Analyst I $95 / hour
Administrative Assistant, Laborer (OSHA 40hr certified) $65 / hour
State Certified Laboratory analysis $Cost + 5%
Legal Consultation, Court Apperances/Document review, etc. $250 / hour
Subcontracted equipment Cost + 5%
This rate is subject to consumer price index (CPI) increases in subsequent years.
Geosyntec Standard Rate Schedule (Subcontractor)
Staff Professional $135 / hour
Senior Staff Professional $157 / hour
Professional $178 / hour
Project Professional $200 / hour
Senior Professional $225 / hour
Principal $245 / hour
Senior Principal $268 / hour
Project Administrator $74 / hour
Clerical $58 / hour
Direct Expenses Cost plus 10%
Subcontract Services Cost plus 10%
Personal Automobile (per mile) Current Gov’t Rate
01203.0006/896811.1
PERSONNEL RATES FOR FISCAL YEAR 2023-2024
Pr i ncipa l $210 I ho u r
Di r ector $185 I ho u r
Pr ogr am Manager $185 I ho u r
St aff En gin eer $185 I ho u r
Pr oject Man ager $175 I ho u r
Ass istant Pr oj e ct Manager $160 I ho u r
Pr oject Eng i n eer $160 I ho u r
Compli ance Sp ec ial ist II $130 I ho u r
Pr oject A n alyst II $130 I ho u r
Compli ance Sp ec ial ist I $120 I ho u r
Pr oject A n alyst I $120 I ho u r
Ad m i n ist r ative Ass i st an t , Lab o r e r $80 I ho u r
St ate Certif i ed Lab oratory A nalysi s Cost + 5%
Lega l Consu ltation, Co urt Appearan ces/Documen t review, etc. $250 / ho u r
Su bcontract ed equ ipment Cost + 5%
1
Managed Services
Prepared for City of Rancho Palos Verdes (CRPV)
By Craig Wolynez | cwolynez@acorntechservices.com
Valid until Friday, 23 June 2023
DocuSign Envelope ID: 22AD9412-BE35-4566-8A4C-E09FCDC999D1
a!n
TECHNOLOGY
SERVICES
L
2
THIS MASTER SERVICES AGREEMENT (“Agreement”) is entered into
between Acorn Technology Services., a California corporation (“Provider”), with its
main place of business located at 1960 Chicago Avenue, Suite E9, Riverside, CA 92507,
and City of Rancho Palos Verdes, a California general law city (CRPV) (“Client”), with
its main place of business located at 30940 Hawthorne Boulevard, City of Rancho Palos
Verdes, CA 90275, and shall be effective as of June 21, 2023 (the “Effective Date”).
1.SERVICES.
Provider will provide information technology consulting services as described in
this Agreement, including in all Statements of Work, Exhibits and Schedules attached
hereto (the “Services”) to Client. The Services shall include certain IT (Information
Technology) strategy, server management, security services, network management,
helpdesk, and equipment procurement, as more fully described on the Statement of
Work attached hereto as Schedule A and hereby incorporated by reference including
any error corrections, modifications and updates thereto provided by Provider to Client
under this Agreement and as may be updated from time to time by Provider (the “SOW”).
2.SCOPE OF SERVICES.
2.1 Provider will perform the Services as set forth in the SOW and any
other statements of work referencing this Agreement. All Services will be provided
using commercially reasonable efforts unless otherwise expressly set forth herein by
Provider.
2.2 During the Term (as defined in Section 5.1) and subject to the terms
and conditions of this Agreement, Provider will render the Services itself or through
one or more independent contractors in Provider’s sole discretion (the “Contractors”).
2.3 Unless expressly stated otherwise, in the event of any inconsistency
between the terms and conditions and matters set forth in this Agreement and the SOW
or any appendices or related amendments thereto, the terms and conditions in the
Agreement will prevail.
3.CLIENT'S OBLIGATIONS.
3.1 Client shall:
3.1.1 operate with Provider in all matters relating to the Services and
appoint a Client employee to serve as the primary contact with respect to the Agreement
and who will have the authority to act on behalf of Client with respect to matters
pertaining to this Agreement.
3.1.2 provide such access to the “Covered Locations”, as set forth on
the SOW, and such office accommodation and other facilities as may reasonably be
required by Provider, for the purposes of performing the Services and respond promptly
to any Provider request to provide direction, information, approvals, authorizations, or
decisions that are reasonably necessary for Provider to perform Services in accordance
with the requirements of this Agreement;
3.1.3 provide such information as Provider may request in order to
carry out the Services, in a timely manner, and ensure that it is complete and accurate
DocuSign Envelope ID: 22AD9412-BE35-4566-8A4C-E09FCDC999D1
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in all material respects; and
3.1.4 ensure that all “Covered Components”, as set forth on the SOW,
are in good working order and suitable for the purposes for which it is used and conforms
to all relevant legal or industry standards or requirements;
3.1.5 obtain and maintain all necessary licenses and consents and
comply with all applicable laws in relation to the Services in all cases before the
Effective Date; and
3.2 If Provider’s performance of its obligations under this Agreement is
prevented or delayed by any act or omission of Client or its agents, subcontractors,
consultants, or employees, Provider shall not be deemed in breach of its obligations
under this Agreement or otherwise liable for any costs, charges, or losses sustained or
incurred by Client, in each case, to the extent arising directly or indirectly from such
prevention or delay.
4.FEES, BILLING, TAXES AND PAYMENT.
Client agrees to pay the following fees (collectively the “Fees”:
4.1 Fees: In consideration of the provision of the Services by Provider
and the rights granted to Client under this Agreement, Client shall pay the Fees set forth
in the applicable SOW that shall include certain “Monthly Services Fees”, based on the
number of Covered Components and Covered Locations as set forth in the SOW, and
certain fixed “Professional Services Fees”; provided however that Provider reserves the
right to modify the Monthly Services Fee and Professional Services Fees to account for
increases in the number of Covered Components and Covered Locations.
4.2 Out of Scope Items: In addition to the Monthly Services Fee,
Provider will invoice Client for services that are outside the scope of the services set
forth in the SOW ("Projects"). Projects will be billed at a rate defined in the Pricing
Amendment. Projects will be quoted on a Project by Project basis with a 'Not To Exceed'
price point.
4.3 Other Charges:
4.3.1 Equipment. Client shall reimburse Provider, at Provider’s actual
cost, for any materials, machinery, equipment, and third-party services reasonably
necessary for the provision of the Services.
4.4 Pro Rata Billing: Billing will typically be done on a calendar month
basis. For that reason, pro rata billing may occur throughout the course of a billing cycle
for any Services that Client requests or uses and that only apply to part of a given
calendar month.
4.5 Bill Disputes: Client will notify Provider of any dispute relating to
charges for Services billed to Client by submitting written notice to Provider within
sixty (60) days of the date of invoice for the disputed charges. The existence of a dispute
will not relieve Client from paying any and all undisputed amounts due under this
Agreement. Client waives all rights to dispute any charges not disputed in writing within
the sixty (60) day period. Provider reserves the right to suspend any of the Services
offered under this Agreement, without prejudice, if Client’s account is more than sixty
(60) days past due and written or emailed notice has been provided to Client; including,
but not limited to, its service delivery, priority level and incident handling notification
DocuSign Envelope ID: 22AD9412-BE35-4566-8A4C-E09FCDC999D1
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procedures set forth in the Service Level Agreement attached hereto as Schedule B.
5.TERM AND TERMINATION
5.1 Term: This Agreement shall commence on the Effective Date and shall
continue thereafter until June 30, 2027, unless earlier terminated in accordance with the
terms and conditions set forth herein (the “Initial Term”). This Agreement shall
automatically renew for one (1) one (1) year successive term (the “Renewal Term” and
together with the Initial Term, the “Term”) unless either Party notifies the other of its intent
not to renew this Agreement at least thirty (30) days prior to the expiration of the Initial
Term or the subsequent Renewal Term. If the Term is renewed for the Renewal Term
pursuant to this Section 4.1, the terms and conditions of this Agreement during each such
Renewal Term shall be the same as the terms and conditions in effect immediately prior to
such renewal, subject to any change in Fees payable hereunder by Client during the
applicable Renewal Term as may be set forth in a SOW.
5.2 Termination:
5.2.1 Termination by Provider For Cause. Provider may terminate
this Agreement with cause under the following conditions: (a) for any breach of this
Agreement, including failure to make timely payment by Client, which is incapable of
cure or remains uncured beyond ten (10) days from notice by Provider; or (b) if Client
becomes insolvent, liquidates, makes a general assignment for the benefit of creditors,
files a voluntary petition of bankruptcy, suffers or permits the appointment of a receiver
for its business or assets, or becomes subject to any proceedings under any bankruptcy
or insolvency law, voluntarily or otherwise. Client shall immediately notify Provider of
the occurrence of any of the events described in clause (b) of this Section 4.2.1.
Termination by Provider for cause does not diminish in any way Client’s obligation to
pay in full for all Services rendered by Provider.
5.2.2 Termination by Client for Cause. Client may terminate with
cause this Agreement if Provider fails to fulfill in any material respects its obligations
under this Agreement and does not cure such failure within thirty (30) days of receipt of
written notice of such alleged failure. Termination by Client for cause does not diminish
in any way Client's obligation to pay in full for all Services rendered by Provider;
provided further that Client pay Monthly Services Fee until services have been
transferred to another designated vendor, if Client elects to continue services until then.
5.2.3 Termination Process. If either party terminates this Agreement
with cause, then (a) Provider agrees to assist Client in the orderly termination of the
Services, including timely transfer of the Services to another designated vendor, as
requested by Client, provided that Client pays Provider at the Provider’s prevailing rate
the actual costs of rendering such assistance; and (b) Client agrees to immediately pay
Provider all remaining unpaid Fees for Services rendered by Provider through the date
of termination.
5.2.4 Contract Termination. The Client reserves the right to
terminate this Contract at any time, with or without cause, upon 120 (one hundred
twenty) days' written notice to the Provider, except that where termination is due to the
fault of the Provider, the period of notice may be such shorter time as may be determined
by the Client. In addition, the Provider reserves the right to terminate this Contract at
any time, with or without cause, upon 120 (one hundred twenty) days' written notice to
Client, except that where termination is due to the fault of the Client, the period of notice
DocuSign Envelope ID: 22AD9412-BE35-4566-8A4C-E09FCDC999D1
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may be such shorter time as the Provider may determine.
6.CHANGE ORDERS.
If Provider wishes to change the scope or performance of the Services, it shall
submit details of the change to Client in writing. Provider shall, at the same time that
Provider initiates such a request, provide a written estimate to Client of: (a) the likely
time required to implement the change; (b) any necessary variations to the Fees and
other charges for the Services arising from the change; (c) the likely effect of the change
on the Services. Promptly after receipt of the written estimate, the parties shall negotiate
and agree in writing on the terms of such change (a “Change Order”). Neither party shall
be bound by any Change Order unless mutually agreed upon in writing in accordance
with Section 13.8.
7.CONFIDENTIAL INFORMATION
From time to time during the Term of this Agreement, either party (as the
“Disclosing Party”) may disclose or make available to the other party (as the
“Receiving Party”), non-public, proprietary, and confidential information of Disclosing
Party that, if disclosed in writing or other tangible form is clearly labeled as
“confidential,” or if disclosed orally, is identified as confidential when disclosed;
provided, however, that Confidential Information does not include any information that:
(a)is or becomes generally available to the public other than as a result of Receiving
Party’s breach of this Section 5; (b) is or becomes available to the Receiving Party on a
non-confidential basis from a third-party source, provided that such third party is not
and was not prohibited from disclosing such Confidential Information; (c) was in
Receiving Party’s possession prior to Disclosing Party’s disclosure hereunder; or (d) was
or is independently developed by Receiving Party without using any Confidential
Information. To the maximum extent permitted by California law, including the
California Public Records Ace, the Receiving Party shall: (x) protect and safeguard the
confidentiality of the Disclosing Party’s Confidential Information with at least the same
degree of care as the Receiving Party would protect its own Confidential Information,
but in no event with less than a commercially reasonable degree of care; (y) not use the
Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any
purpose other than to exercise its rights or perform its obligations under this Agreement;
and (z) not disclose any such Confidential Information to any person or entity, except
to the Receiving Party’s affiliates who need to know the Confidential Information to
assist the Receiving Party, or act on its behalf, to exercise its rights or perform its
obligations under this Agreement.
If the Receiving Party is required by applicable law or legal process to disclose any
Confidential Information, it shall, prior to making such disclosure, use commercially
reasonable efforts to notify Disclosing Party of such requirements to afford Disclosing
Party the opportunity to seek, at Disclosing Party’s sole cost and expense, a protective
order or other remedy.
DocuSign Envelope ID: 22AD9412-BE35-4566-8A4C-E09FCDC999D1
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8.LIMITED WARRANTY AND DISCLAIMER; LIMITATION OF LIABILITY
8.1 Client Warranty. Client assumes all responsibility for compliance
with all applicable laws, ordinances and other regulations relating to the operation of
the equipment, software and Services.
8.2 Provider Limited Warranty. Provider hereby warrants and
represents that Provider shall: (a) perform the Services in accordance with the terms and
subject to the conditions set out in the respective SOW and this Agreement and in a
professional workmanlike manner in accordance with generally recognized industry
standards for similar services; (b) to the best of Provider’s knowledge all Services will
be rendered in compliance with all material laws, ordinances and other regulations
applicable to Provider; and (c) act in accordance with all applicable administrative,
physical, and technical safeguards outlined in this Agreement (including the SOW) for
the protection of the security, confidentiality and integrity of Client data. The warranties
set forth in this Section 8.2 are the only warranties made by Provider.
8.3 Disclaimer. WITHOUT LIMITING THE FOREGOING,
PROVIDER EXPRESSLY DISCLAIMS AND EXCLUDES ALL OTHER
WARRANTIES, OBLIGATIONS, LIABILITIES, RIGHTS AND REMEDIES,
EXPRESS OR IMPLIED, ORAL OR WRITTEN, ARISING BY LAW OR
OTHERWISE, INCLUDING THE WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND ANY
IMPLIED INDEMNITIES. ADDITIONALLY, CERTAIN SERVICES SHALL
REQUIRE THE TECHNICAL PROCESSING, STORAGE AND TRANSMISSION OF
ITS DATA OVER THE INTERNET, AND VARIOUS NETWORKS, AND THAT
SUCH SERVICES MAY EXPOSE CLIENT DATA TO POTENTIAL
UNAUTHORIZED ACCESS OR OTHER TECHNICAL BREACH, AND CLIENT
ACKNOWLEDGES AND UNDERSTANDS THAT SUCH UNAUTHORIZED
ACCESS OR BREACH CANNOT BE CONCLUSIVELY AVOIDED AND THAT
PROVIDER WILL NOT HELD IN ANY WAY RESPONSIBLE, LIABLE OR
OTHERWISE AT FAULT FOR SUCH UNAUTHORIZED ACCESS OR BREACH.
8.4 Limitation of Liability. IN NO EVENT WILL PROVIDER BE
LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY LOSS OF PROFIT,
REVENUE, LOSS OF DATA OR DIMINUTION IN VALUE, OR ANY OTHER
CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, INDIRECT OR
ECONOMIC DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST
PROFITS, LOSS OF USE, LOSS OF DATA OR LOSS OF GOODWILL),
INCURRED OR SUFFERED BY CLIENT ARISING AS A RESULT OF OR
RELATED TO THIS AGREEMENT, THE SERVICES, ANY SOFTWARE OR
EQUIPMENT PROVIDED WITH THE SERVICES, OR A CYBERATTACK,
WHETHER SUCH CLAIMS ARISE FROM ANY CLAIM BASED IN CONTRACT,
TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE,
AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE
OR PROVIDER OR ITS CONTRACTORS WERE ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ANY
AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. THE TOTAL
MONETARY LIABILITY OF PROVIDER FOR ALL CLAIMS OF ANY KIND
RELATED TO THIS AGREEMENT, OR TO ANY ACT OR OMISSION OF
PROVIDER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR
OTHERWISE, WILL NOT EXCEED AN AMOUNT EQUAL TO THE AMOUNT
DocuSign Envelope ID: 22AD9412-BE35-4566-8A4C-E09FCDC999D1
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PAID BY CLIENT TO PROVIDER FOR THE SERVICES DURING THE TWELVE
(12) MONTH PERIOD PRECEDING THE DATE THE CLAIM ARISES.
8.5 Third Party Services. The purchase by Client of any services offered
by a party other than Provider (“Third Party Services”) not offered as part of Provider’s
Services, including but not limited to implementation, customization, consulting
services, financing of equipment and software, or any exchange of data between Client
and the person or entity providing such products or services (the “Third Party”) is solely
between Client and the applicable Third Party and is subject to the terms and conditions
of Client’s separate agreement with such Third Party, even if referred by Provider.
Provider does not warrant, endorse or support any Third Party Services, and is not
responsible or liable for such services or any losses or issues that result from Client’s use
of such services. Client represents and warrants that Client’s use of any Third Party
Service signifies Client’s independent consent to the access and use of Client’s data by
the Third Party Service provider, and that such consent, use and access is outside of
Provider’s control. Provider will not be responsible or liable for any disclosure,
modification or deletion of data resulting from any such access by a Third Party.
8.6 Insurance. During the Term, Provider shall, at its own expense,
maintain and carry insurance with financially sound and reputable insurers, in full force
and effect that includes, but is not limited to, commercial general liability in a sum no
less than $2,000,000. Provider shall name Client, its elected and appointed officials,
officers, employees and agents, as an additional insured under such insurance policy.
Coverage provided by Provider shall be primary and any insurance or self-insurance
procured or maintained by Client 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 Client before the Client’s own insurance or self-insurance shall be called upon
to protect it as a named insured.
8.7 Cyber Insurance. Client shall, at its own expense, procure and
maintain in full force at all time during the term of this Agreement cyber insurance
covering cyber and network risks. Client shall name Acorn Technology Services as an
additional insured under such cyber insurance policy. Such insurance shall include, but
not be limited to, coverage for liability arising from: (a) theft, dissemination and/or use
of Confidential Information stored or transmitted in electronic form; (b) the introduction
of a computer virus into, or otherwise causing damage to, Client’s, a customer’s or third
person’s computer, computer system, network or similar computer related property and
the data, software, programs, personally identifiable information and intellectual
property stored thereon; (c) ransomware/cyber extortion, including ransom payment(s);
and (d) crisis management, including professional services for recovery and or
emergency recovery services. Such insurance will be maintained with limits of no less
than $2,000,000 per claim and in the annual aggregate, and may be maintained on a
stand-alone basis, or as cyber insurance coverage provided as part of any professional
liability insurance policy.
DocuSign Envelope ID: 22AD9412-BE35-4566-8A4C-E09FCDC999D1
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9.INDEMNIFICATION
To the full extent permitted by law, Provider agrees to indemnify, defend and hold
harmless the Client, Client, its elected and appointed officials, 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 Provider, its officers, employees, agents,
subcontractors, or invitees, or any individual or entity for which Provider is legally liable
(“indemnitors”), or arising from Provider’s or indemnitors’ reckless or willful misconduct, or
arising from Provider’s or indemnitors’ negligent performance of or failure to perform any
term, provision, covenant or condition of this Agreement, and in connection therewith:
(a)Provider 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)Provider will promptly pay any judgment rendered against the
Client, its elected and appointed officials, officers, employees and
agents, 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
Provider agrees to save and hold the Client, its officers, agents, and
employees harmless therefrom;
(c)In the event the Client, its elected and appointed officials, officers,
employees and agents officers, agents or employees is made a
party to any action or proceeding filed or prosecuted against
Provider 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 Provider hereunder, Provider
agrees to pay to the Client, its elected and appointed officials,
officers, employees and agents officers, agents or employees, any
and all costs and expenses incurred by the Client, its elected and
appointed officials, officers, employees and agents officers, in
such action or proceeding, including but not limited to, legal costs
and attorneys’ fees.
Provider shall incorporate similar indemnity agreements with its subcontractors and if it fails
to do so Provider shall be fully responsible to indemnify Client hereunder therefore, and
failure of Client 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 Provider in the performance of
professional services hereunder. The provisions of this Section do not apply to claims or
liabilities occurring as a result of Client’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 Client’s negligence. The indemnity obligation shall be binding on successors and
assigns of Provider and shall survive termination of this Agreement.
DocuSign Envelope ID: 22AD9412-BE35-4566-8A4C-E09FCDC999D1
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10. SYSTEM AGENT; COLLECTION AND USE OF INFORMATION
10.1 System Agent. Provider may provide a monitoring and reporting
agent (the “Agent”), including certain patch management and/or system updates that
enable Provider to monitor and report on Client’s network health and status. Client
agrees to the installation of the Agent, and updates to the Agent as necessary, at
Provider’s request, at any time during the Term. Client agrees not to delete or remove
the Agent during the term of this Agreement. Provider’s obligations are subject to
Client’s compliance with respect to granting permission to install the Agent as specified
in this Section 8.1. Provider does not warrant that the Agent will be error free or will
operate without interruption. If the Agent is found to have caused material issues on the
Client’s network and these issues can be reasonably associated to the installation of the
Agent through uniform testing and tracing methodologies, Provider’s liability will be
limited to the removal of Agent from the Client’s environment and subject to the general
limitations set forth above in Section 8.4.
10.2 Collection and Use of Information. Provider may, directly or
indirectly through the services of others, collect and store information regarding use of
the Services and about equipment on which the Services are administered. Client agrees
that Provider may use such information for any purpose related to Provider’s
administration of the Services, including but not limited to: (a) improving the Services;
and (b) verifying compliance with the terms of the Agreement; but for no other purposes
whatsoever.
11. SUBCONTRACTING
In the performance of the Services, Provider shall have the right, in its sole
discretion, to subcontract the performance of any of its duties or obligations under this
Agreement to any Contractor. Provider shall notify Client in writing of its intent to
subcontract for any part of the Services, and provide Client with the scope of work that
it will subcontract, and the individual or entity to whom the work will be subcontracted.
Client shall have the right to veto subcontracting to a particular individual or entity,
which veto shall not be exercised unreasonably.
12. MISCELLANEOUS
12.1 Status of Parties. Performance by Provider of its duties and
obligations under this Agreement will be that of an independent contractor, and nothing
herein will create or imply an agency relationship between Provider and Client, nor will
this Agreement be deemed to constitute a joint venture or partnership between the
parties. All rights and obligations of the parties hereunder are personal to them and this
Agreement is not intended to benefit, nor shall it be deemed to give rise to, any rights in
any third party.
12.2 Assignment. Client shall not assign or otherwise transfer any of its
rights, or delegate or otherwise transfer any of its obligations or performance under this
Agreement, in each case whether voluntarily, involuntarily, by operation of law, or
otherwise, without Provider’s prior written consent. No assignment, delegation, or
transfer will relieve Client of any of its obligations or performance under this
Agreement. This Agreement is binding on and inures to the benefit of the Parties hereto
and their respective successors and permitted assigns.
DocuSign Envelope ID: 22AD9412-BE35-4566-8A4C-E09FCDC999D1
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12.3 Choice of Law. This Agreement will be governed by, construed and
enforced in accordance with the laws of the State of California without regard to its
conflicts of laws or its principles. Any claim or suit relating to this Agreement will be
brought to any court of competent jurisdiction located in the state and federal courts
located in Riverside, California. In any action to enforce this Agreement, both parties
agree to pay reasonable attorneys’’ fees and costs in connection with such action to
prevailing party. Both parties agree to waive the right to trial by jury with respect to any
proceeding related to this Agreement.
12.4 Choice of Forum. Each party irrevocably and unconditionally agrees
that it will not commence any action, litigation or proceeding of any kind whatsoever
against the other party in any way arising from or relating to this Agreement, including
all exhibits, schedules, attachments and appendices attached to this Agreement, and all
contemplated transactions, in any forum other than the Central District of California or
the courts of the State of California. Each Party irrevocably and unconditionally submits
to the exclusive jurisdiction of such courts and agrees to bring any such action, litigation
or proceeding only in Central District of California or the courts of the State of
California. Each Party agrees that a final judgment in any such action, litigation, or
proceeding is conclusive and may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law.
12.5 Severability. If any of the provisions contained herein will, for any
reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity,
illegality, or unenforceability will not affect any other provisions of this Agreement, and
this Agreement will be construed as if such provision(s) had never been contained
herein, provided that such provision(s) will be curtailed, limited, or eliminated only to
the extent necessary to remove the invalidity, illegality, or unenforceability. The section
headings contained in this Agreement are for reference purposes only and shall not affect
the meaning or interpretation of the Agreement. Neither this Agreement nor any term or
provision hereof or rights hereunder, may be changed, waived, discharged, amended, or
modified in any manner other than by written notice signed by both parties.
12.6 Notices. All notices given under this Agreement must be given in
writing. Client accepts that communication may be electronic. Either party may contact
the other via email. Client agrees to this electronic means of communication and Client
acknowledges that all contracts, notices, information and other communications that
Provider provides to Client electronically are acceptable and effective as notice.
12.7 Force Majeure.
12.7.1 No party shall be liable or responsible to the other party, nor
be deemed to have defaulted under or breached this Agreement, for any failure or delay
in fulfilling or performing any term of this Agreement (except for any obligations to
make payments to the other party hereunder), when and to the extent such failure or
delay is caused by or results from acts beyond the impacted party’s (“Impacted Party”)
reasonable control, including without limitation the following force majeure events
(“Force Majeure Events”): (a) acts of God; (b) flood, fire, earthquake, epidemics,
quarantines, or explosion; (c) war, invasion, hostilities (whether war is declared or not),
terrorist threats or acts, riot, or other civil unrest; (d) government order, law, or actions;
(e) embargoes or blockades in effect on or after the date of this Agreement; and (f) other
similar events beyond the reasonable control of the Impacted Party. The Impacted Party
shall give notice within thirty (30) days of the Force Majeure Event to the other party,
stating the period of time the occurrence is expected to continue.
DocuSign Envelope ID: 22AD9412-BE35-4566-8A4C-E09FCDC999D1
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12.7.2 During the Force Majeure Event, the non-affected party may
similarly suspend its performance obligations until such time as the affected party
resumes performance.
12.7.3 The affected party shall use diligent efforts to end the failure
or delay and ensure the effects of such Force Majeure Event are minimized and shall
resume performance of its obligations as soon as reasonably practicable after the
removal of the cause.
12.8 Amendment. No amendment to or modification of this Agreement is
effective unless it is in writing and signed by each party. No waiver by Provider of any
breach by Client of any of the provisions of this Agreement will be deemed a waiver of
any preceding or succeeding breach of this Agreement. No such waiver will be effective
unless it is in writing signed by both parties, and then only to the extent expressly set
forth in such writing.
12.9 Survival. The payment obligations arisen prior to termination of this
Agreement as well as Section 7 (Confidentiality), Section 8 (Limited Warranty and
Disclaimer; Limitation of Liability), Section 9 (Indemnification), and Section 12 (Non -
Solicitation) will survive termination of this Agreement.
12.10 Entire Agreement. The SOW and any related documents or amendments
are incorporated into this Agreement by reference. This Agreement together with any
attachments referred to within this Agreement, and any separate signed documents
incorporating this Agreement, constitute the entire Agreement between the parties with
respect to the Services, and supersedes all prior agreements, proposals, negotiations,
representations or communications relating to the Services. Both parties acknowledge that
they have not been induced to enter into this Agreement by any representations or promises
not specifically stated within the Agreement. If any provision of this Agreement is held or
made invalid or unenforceable for any reason, such invalidity shall not affect the remainder
of this Agreement, and the invalid or unenforceable provisions shall be replaced by a
mutually acceptable provision, which being valid, legal and enforceable comes closest to the
original intentions of the parties hereto and has like economic effect. This Agreement may
be executed in counterparts and delivered by facsimile, emailed PDF or other electronic
means, each of which shall be deemed an original, but all of which shall constitute one and
the same document.
13.0 CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
13.1. Non-liability of City Officers and Employees.
No officer or employee of the Client shall be personally liable to the Provider, or any
successor in interest, in the event of any default or breach by the Client or for any amount
which may become due to the Provider or to its successor, or for breach of any obligation of
the terms of this Agreement.
13.2. Conflict of Interest.
Provider 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 Client or which would in any way hinder Provider’s performance under this
Agreement. Provider further covenants that in the performance of this Agreement, no person
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having any such interest shall be employed by it as an officer, employee, agent or subcontractor
without the express written consent of Client. Provider agrees to at all times avoid conflicts of
interest or the appearance of any conflicts of interest with the interests of Client in the
performance of this Agreement.
No officer or employee of the Client 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. Provider 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.
13.3. Covenant Against Discrimination.
Provider 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. Provider 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.
13.4. Unauthorized Aliens.
Provider 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 Provider 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 Client for such use of
unauthorized aliens, Provider hereby agrees to and shall reimburse Client for the cost of all
such liabilities or sanctions imposed, together with any and all costs, including attorneys’ fees,
incurred by Client.
13.5. Warranty & Representation of Non-Collusion.
No official, officer, or employee of Client has any financial interest, direct or indirect,
in this Agreement, nor shall any official, officer, or employee of Client 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 §§ 1091 or
1091.5. Provider 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 Client official, officer, or employee, any
money, consideration, or other thing of value as a result or consequence of obtaining or being
awarded any agreement. Provider 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,
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13
any Client official, officer, or employee, as a result of consequence of obtaining or being
awarded any agreement. Provider 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.
Provider’s Authorized Initials _______
[Signatures On The Following Page]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement
on the date and year first-above written.
CITY:
CITY OF RANCHO PALOS VERDES, a
municipal corporation
City Manager
ATTEST:
City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
City Attorney
PROVIDER:
By:
Name:
Title:
By:
Name:
Title:
Address:
Two corporate officer signatures required when Provider 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.
DocuSign Envelope ID: 22AD9412-BE35-4566-8A4C-E09FCDC999D1
Craig Wolynez
CEO
Address
Acorn Technology Services
6/19/2023
15
SCHEDULE A
STATEMENT OF WORK
This Statement of Work is entered into by and between Provider and Client,
pursuant to and governed by the Agreement, and is hereby made an attachment thereof
(the “SOW”). The parties agree that this SOW is subject to and controlled by the terms
of the Agreement. In the event of a conflict between this SOW and the Agreement, the
terms of the Agreement shall prevail and control. All capitalized terms not defined in
this SOW have the meanings given to such terms in the Agreement.
SERVICES SCHEDULE.
Provider will render some or all of the Services listed on the following exhibits
(collectively the “SOW Exhibits”) attached hereto and hereby incorporated by reference
including any error corrections, modifications and updates thereto provided by Provider
to Client under this SOW and as may be updated from time to time by Provider:
Helpdesk Services Exhibit
Engineering Services: Server Support Exhibit
Engineering Services: Network Support Exhibit
Onsite Support Exhibit
EXCLUSIONS.
The parties hereto acknowledge and agree that the services set forth as “Exclusions”
on the SOW Exhibits, and as more fully described on Additional Exclusions Exhibit,
are expressly excluded from this SOW.
COVERED COMPONENTS AND COVERED LOCATIONS.
The parties hereto Acknowledge and agreement that the Monthly Services Fees and
Professional Services Fees as based on the number of Covered Components as set forth
on the Covered Components Exhibit and the Covered Locations as set forth on the
Covered Locations Exhibit. The Monthly Services Fees and Professional Services Fees
are subject to change with the addition of Covered Components or Covered Locations
as per Schedule C Fees.
FEES.
In consideration of the provision of the Services by Provider, Customer shall pay the
amounts set forth on SCHEDULE C Fees Exhibit.
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HELPDESK SERVICES EXHIBIT
Included Services Exclusions
Help Desk
1.24x7x365 Support
2.Email Support
3.Phone Support
Laptop/PC Troubleshooting Support
1.Email client issues
2.Ticket escalations for phone issues
3.Ticket escalations to non-Microsoft
applications/products
4.Inability to power on
5.Slow PC Issues
6.Microsoft Office Issues
7.Resolution of minor application issues
a.Escalation of complex issues or outages to senior
engineering or subject matter experts
8.Printer/Scanner connectivity
9.O365 Spam Settings
10.Basic Provisioning (Distribution groups, permissions,
shared mailboxes)
Laptop/PC Technical Support
1.Anti-Virus management (Laptop/PC)
2.PC/Laptop monthly patching
3.Device health monitoring
4.Remote device management
5.Windows 10 version upgrades for Laptop/PC (Eg.
Windows 10 version 1809 to Windows 10 version
2004)
6.Incident Response
7.Hardware Inventory
8.Software Inventory
1.Next version upgrades are not included (Eg.
Windows 10 to Windows 11)
Laptop/PC Procurement Services
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17
ENGINEERING SERVICES: SERVER
SUPPORT EXHIBIT
Included Services Exclusions
Server Monitoring and Management
1. 24x7x 365 Server monitoring and response.
Server Troubleshooting
1. Troubleshooting/Remediation of server Operating System
performance issues
2. Troubleshooting/Remediation of Operating System
Patching related issues
3. Coordinating core application related issues with 3rd party
providers
4. Hardware issues and firmware updates.
5. Troubleshooting/Remediation Active Directory issues
6. Troubleshooting/Remediation of Hyper-Visor issues
7.
Change management
1. Schedule
2. Change step
3. Roll back steps
4. Testing
Server Operating System patching on monthly basis or as
needed in case of an urgent vulnerability
Backups (Email, One Drive, SharePoint, Servers) Setup and licensing
Infrastructure Documentation
ENGINEERING SERVICES: NETWORK
SUPPORT EXHIBIT
Included Services Exclusions
Monitoring and management
1. 24x7x 365 Network device Monitoring
2. 24 x 7 x 365 Data Center Network Monitoring
3. After-hours response to critical outages and incidents
4. Minor Configuration changes
Network device management
1. Firewalls
2. Switches
3. WAPs
Network troubleshooting
1. Troubleshooting/Remediation of network related issues
2. Troubleshooting network performance related issues
3. Hardware issues
Firmware upgrades
Secured Encrypted VPN Management Setup and license
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I
18
ENGINEERING SERVICES: CLOUD HOSTED SERVICES
SUPPORT EXHIBIT
Included Services Exclusions
O365
1. Office 365 Support
2. Troubleshooting and remediation of related
issues
Minor configuration changes
Azure
1. Azure VM Support
2. Troubleshooting and remediation of Azure
VMs
3. Minor configuration changes
4. Azure Active Directory Support
MUNIS
1. VPN Connection to the vendor only
ONSITE SUPPORT EXHIBIT
In conjunction with the remote technical staff located at Acorn’s headquarters,
Acorn will provide one technician to work at the Client’s location, 30940 Hawthorne
Blvd., City of Rancho Palos Verdes, delivering service to users as needed at all City
locations. Acorn will provide an on-site resource for a minimum of 32 and up to 40 hours
per week, 52 weeks a year, except for recognized City holidays or when the City Hall is
closed for the holiday break. The detailed schedule will be agreed upon by both Acorn
and the City, but it shall be no less than the required 32 hours per week. The City’s
normal business hours are 7:30 am to 5:30 pm, but onsite IT services are
also required at City Council and Planning Commission meetings Tuesday evenings until
8:00 p.m. On occasion, additional City Council or special public meetings (budget
workshops, CIP workshops, etc.) are scheduled at Hesse throughout the year which will
require IT setup and support. The Client will provide notice to the IT Service Provider when
such is scheduled to take place. The schedule of the onsite resource can be adjusted as
needed to prevent the need for overtime.
On-site services will be provided on a mutually agreed schedule and any substitution
due to the unavailability of the regularly assigned person will be a person of equal or better
training and experience and knowledgeable of the Client’s environment. The presence of
the onsite resources, especially on the days of public meetings is critical to Client’s
operations and the provider will ensure that the contractual coverage requirements have
been met.
This onsite technician will maintain an IT work program that establishes priorities
and balances the needs of all City Departments. The main responsibility of the onsite
technician will be to take care of tickets and support requests by the RPV staff, but he
or she could also be utilized as a resource in IT projects where tasks to be performed
align with the technician’s skill level and when it does not interfere with the regular
day to day priorities (e.g. work on gradually deploying new computers).
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ADDITIONAL EXCLUSIONS EXHIBIT
The services listed below are not included as part of the Services but can be performed by
the Provider in the Provider’s sole discretion pursuant to Section 4.2 of the Master Services
Agreement:
-Services performed on equipment other than Covered Components;
-Services made necessary by accident, fire, water, natural disasters, vandalism, burglary,
alterations or deviations from manufacturer’s design, or failure of non- Covered
Components if adversely affecting and connected to Covered Components;
-Services required to recover from a ransomware attack; Services related to relocation of
Covered Components; Services related to the installation of any major release upgrades;
-Services and repairs made necessary by the alteration or modification of Covered
Components other than those authorized by Provider in writing, including alterations,
software installations or modifications of Covered Components made by Client’s
employees or anyone other than Provider;
-Services related to the installation of any form of engineering change, enhancement
model conversion, or other requested non-covered service; Services to correct preexisting
conditions unless performed previously by Provider (e.g., misconfigured firewall, failed
backups, etc.); Cost of any parts, equipment or shipping charges;
-Training services, of any kind;
-Services for the phone system, provided that Provider will coordinate phone-related
requests with Client’s telecom provider, if applicable;
-Fax machine support, provided that Provider will coordinate fax machine requests with
Client’s managed print service provider, if applicable;
-Printer or output devices support, except for network connectivity, drivers, access, and
permissions provided that Provider will coordinate printer machine requests with Client’s
managed print service provider, if applicable;
-Client’s and Client’s employees’ home computers, printers, scanners, Wi-Fi and ISP
circuit(s);
-Provider will only provide only best-effort [1 hour maximum] support for operating
systems that are no longer supported by manufacturer.
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COVERED COMPONENTS EXHIBIT
The Services shall apply to the following Covered Components, being all of Client’s
Covered Components that are:
•Within the total number of Covered Components List by Client below;
•Are located at any of the designated Covered Locations listed on the Covered
Locations Exhibit;
•Are covered under a currently active vendor support contract with readily
available replaceable parts; and Use software that is genuine, currently
licensed and vendor-supported.
At the request of Client, hardware and/or software not meeting these requirements will
be serviced by Provider on a best faith effort (maximum 1 hour of troubleshooting
service) without guarantee of outcome. Remediation beyond best faith effort will be
billed at the prevailing rate. Provider may make recommendations for replacement.
NUMBER OF COVERED COMPONENTS LIST
Combination of Workstations, Desktops, Laptops: [Up to 145] Additional computers
will increase the monthly rate by $70/computer
Tablets: [Up to 20] Additional tablets will increase the monthly rate by $30/tablet
Mobile Device – Basic device setup and business app troubleshooting
Combination of Physical and Virtual Servers: [Up to 34] Additional Servers will
increase monthly rate by $250/server
Network Devices Including Routers, Switches and Wireless Access Points:
[Up to 5 Firewalls], [Up to 19 Switches], [Up to 16 Wireless Access Points].
Additional Network Devices will increase monthly rate by:
•Router/Firewall: $125
•Managed Switch: $50
•Wireless Access Point: $25
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COVERED LOCATIONS EXHIBIT
COVERED LOCATIONS LIST
1. City Hall Campus - 30940 Hawthorne Blvd., Rancho Palos Verdes
2. Ryan Park
3. Hesse Park
4. PVIC
5. Eastview Park
6. Abalone Park
7. Ladera Linda Park
Additional add-on locations will increase the monthly rate by $300/month.
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SCHEDULE B
SERVICE LEVEL AGREEMENT
The parties agree that this Service Level Agreement is subject to and controlled by
the terms of the Master Services Agreement (the “Agreement”) by and between
Provider and Client. In the event of a conflict between this Service Level Agreement and
the Agreement, the terms of the Agreement shall prevail and control. All capitalized
terms not defined in this Service Level Agreement have the meanings given to such
terms in the Agreement.
1.PRIORITY LEVEL AND INCIDENT HANDLING NOTIFICATION
PROCEDURES
Restoration expectations serve as guidelines for operations personnel in the
troubleshooting and resolution of user impacting issues and do not constitute a binding
timetable for resolution.
Issue Type Response SLA
P1 -Critical -Major outage impacting all users
-Business critical application are down and
impacting all users
Significant revenue loss, legal implication, virus
attack or reputational impact
15 Minutes
Updates every hour or as
agreed upon by the Incident
Management Team and the
City
P2 -High -Outage impacting most of the users but not all of the
users
-Business critical application down but not
impacting all users
15 Minutes
Updates every 2 hours or as
agreed upon by the Incident
Management Team and the
City
P3 -Normal -Single user impact
-Business application e.g. ERP, Office, Email, Internet
outage etc.
30 minutes
P4 -Low -Single user impact
Non business applications e.g. Adobe, PDF etc.
30 minutes
P5 -Scheduled -Scheduled tasks 30 minutes
For all above Issue Types, dependencies upon third-party Vendors may affect Response
SLA times. For example, if email is hosted with Microsoft O365 and is down, the time
it takes for Microsoft to respond and fix an issue will not be counted against Provider’s
Response SLA time.
2.SCHEDULE AND EMERGENCY MAINTENANCE
Provider will use commercially reasonable efforts to provide Client with no less
than seventy-two (72) hours advanced notification of scheduled maintenance and/or
upgrades that directly and adversely impact the Client. Provider agrees that standard
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•
•
•
•
•
•
•
•
•
•
23
maintenance on the systems, network and applications may be conducted without any
prior notice, provided that the maintenance does not have a direct impact on the Client.
Provider will ensure that any maintenance conducted will follow mutually agreed upon
change control procedures, including but not limited to such safeguards as pre-testing
and qualification of upgrades and new applications, creating backup tapes, availability
of reversal and restoration procedures, and the maintenance of change logs for the
purpose of future troubleshooting and system analysis. Provider agrees to perform all
regular maintenance during a regularly designated period of time selected to minimize
the impact to the Client.
Emergency maintenance is defined as maintenance that must be performed
immediately, regardless of time of day. Examples of emergency maintenance situations
from the past include: emergency carrier IOS maintenance shutting down circuits for
three (3) minutes and emergency software hot fix from Microsoft for Exchange shutting
down email for three (3) minutes.
Downtime or other outages resulting from maintenance, whether regular or
emergency, does not count against the service availability service level set forth in
Section 2, above.
3.IMPACT OF USER AND EQUIPMENT ADDITIONS
Client shall notify Provider promptly upon installing any additional equipment at
any of Client’s Covered Locations that is not listed as a Covered Component on the
SOW (“Additional Equipment”).
If any Additional Equipment is pre-owned equipment, Client represents and
warrants to Provider that, except for pre-existing conditions disclosed to Provider prior
to Additional Equipment being covered by this Agreement, all of the Additional
Equipment will be in good working order on the date coverage begins. Provider is
entitled to a physical assessment of the Additional Equipment to determine whether it is
in working order prior to it being covered by this Agreement. In the event any Additional
Equipment does not meet manufacturer’s specifications or is faulty, in Provider’s sole
discretion, Client may choose to have equipment repaired at Provider’s prevailing time
and materials rates. Upon completion of time and materials service, the Additional
Equipment will be added as a Covered Component on the applicable SOW.
4.OTHER SERVICES AVAILABLE AS REQUESTED
Services beyond the scope of the Master Services Agreement are available to Client
on a time and materials basis in Provider’s sole discretion. A separate SOW will be
developed to define the scope and cost estimates. Provider’s prevailing time and
materials rates shall apply to Services which: (a) are not specifically set forth in the
Master Services Agreement or the SOW; (b) are performed on equipment other than the
Covered Components set forth in the SOW; and (c) represent remedial or repair services
to Covered Components as a result of the following: (i) damage caused by water, wind,
lightning, accident, vandalism or burglary; (ii) neglect or misuse; alterations, deviations
from manufacturer’s design; (iii) acts of non-Provider independent contractors or
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representatives; (iv) transportation or relocation of Covered Components; (v) the failure
of unknown components adversely affecting and connected to Covered Components.
5.RESPONSIBILITY OF CLIENT
5.1 Client shall promptly notify Provider of any Covered Component
failure. Client shall allow Provider, or its Contractors, access to all Covered
Components.
5.2 Client shall notify Provider and its Contractors of any potential
safety or health hazards that may exist at the site, as well as any recommended safety
procedures to be followed while at the site.
5.3 Client shall maintain Client site conditions within the environmental
range of all system devices and media as specified by the manufacturer of Covered
Components including but not limited to temperature requirements.
5.4 Client agrees to develop and implement a Backup Disaster Recovery
Plan. Whereas, the Provider agrees to oversee, maintain and test the Backup Disaster
Recovery Plan, the Client agrees to adopt Provider’s reasonable recommendation for the
Backup Disaster Recovery Plan. Client agrees to keep Backup Disaster Recovery Plan
in good standing with Backup Disaster Recovery Plan vendor.
5.5 Client will not perform maintenance or administration tasks on
supported systems without notifying the Provider. Client agrees to be responsible for
time and materials at the prevailing rate for repairs, if it can be reasonably shown, in
Provider’s sole discretion, that Client’s actions caused the damage.
5.6 Client agrees to purchase and keep current licenses and support and
maintenance contracts for all line-of-business applications, critical servers,
workstations, firewalls, printers, phone systems and other devices necessary in the day-
to-day operation of the business.
5.7 Client represents and warrants to Provider that the Covered
Components listed on the SOW represents all network equipment of the Client.
Additionally, to the best of Client’s knowledge, there are no preexisting conditions, not
previously described to Provider in connection with the Covered Components.
5.8 Client agrees to inform Provider of any system additions or
reductions within two (2) weeks of the change. Client agrees to setup expectations with
its employees that Provider will not support or be held accountable for IT infrastructure
at Client’s employees’ residence.
6.LINE OF BUSINESS APPLICATIONS
Provider will provide basic support for Client’s line of business applications and
will escalate and coordinate all non-network and non-desktop related issues with line
of business application vendor.
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7.RELOCATION OF EQUIPMENT
Client will notify Provider of any proposed relocation of a Covered Component(s)
to a new site at least sixty (60) days in advance of the relocation. Provider will
determine, in its sole discretion, whether the Covered Component(s) may be serviced
by Provider in the new location. Response time and service charges may be adjusted by
Provider based on the new location. In the event the Covered Component(s) at the new
location requires Provider to reassign service providers to service the Covered
Component, then such Covered Component(s) shall be excluded from coverage under
this Agreement beginning on the date of its relocation and an amendment to the SOW
for service of such Covered Component(s) at the new location shall be negotiated by the
parties.
8.FEES FOR APPLICABLE SERVICES
8.1 Monthly Services Fee. The Monthly Services Fees consists of (i) a
base managed services price based on Client specific variables including the number of
assets and type/volume of Covered Components; and (ii) an incremental fee per month
for additional Covered Component(s). Additionally, an addition of a Covered Location
will result in an increase to the Fee.
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SCHEDULE B1
INCLUDED
SERVICES/PROJECTS
The following projects/services will be included in this Agreement at no additional cost:
Included Projects / Services
Onboarding
General Support for Cisco/Polycom Phone System
SCHEDULE C
FEES
Managed Services (Recurring Monthly)
Product Qua. Price Subtotal
Managed IT Services: 1 $14,550 $14,550
Prevailing Rates For Project Work
Product Price
Tier 1 $100
Tier 2 $125
Tier 3 $150
Project Manager $175
Acorn will adjust the above rates annually on July 1 by no more than the percentage change
in the published Consumer Price Index (CIP-U) in the Los Angeles-Riverside-Orange County
geographical area for the preceding twelve (12) month period measured Mach to March.
DocuSign Envelope ID: 22AD9412-BE35-4566-8A4C-E09FCDC999D1
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
HARRIS & ASSOCIATES, INC., a California corporation (“Consultant”) is effective as of June
20, 2023.
RECITALS
A.City and Consultant entered into a certain Agreement for Professional Services
dated April 18, 2023 (“Agreement”) whereby Consultant agreed to provide services for the
administration of the Citywide Landscaping and Lighting Maintenance District (the “Services”)
through June 30, 2024 for a Contract Sum not to exceed of $10,100.
B.City and Consultant now desire to extend the Term through September 30, 2024 to
continue providing the Services, and increase compensation by $15,805, for a total Contract Sum
of $25,905.
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 $10,100 (Ten Thousand One Hundred
Dollars) $25,905 (Twenty Five Thousand Nine Hundred Five Dollars) (the “Contract
Sum”), unless additional compensation is approved pursuant to Section 1.9.
b.Section 3.4, Term, is amended to read:
Unless earlier terminated in accordance with Article 7 of this Agreement, this
Agreement shall continue in full force and effect until completion of the services but not
exceeding June 30, 2024 September 30, 2024, except as otherwise provided in the Schedule
of Performance (Exhibit “D”).
c.Exhibit “A” Scope of Services is repealed and replaced with the
attached Exhibit “A” Amendment No. 1 Scope of Services.
d.Exhibit “C” Schedule of Compensation is repealed and replaced with
the attached Exhibit “C” Amendment No. 1 Schedule of Compensation.
P
01203.0006/898319.3 -2-
e.Exhibit “D” Schedule of Performance is repealed and replaced with the
attached Exhibit “D” Amendment No. 1 Schedule of Performance.
2.Continuing Effect of Agreement. Except as amended by Amendment No. 1, all
provisions of the Agreement shall remain unchanged and in full force and effect. From and after
the date of this Amendment No. 1, whenever the term “Agreement” appears in the Agreement, it
shall mean the Agreement, as amended by 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.
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]
01203.0006/898319.3 -3-
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
and year first-above written.
CITY:
CITY OF RANCHO PALOS VERDES, a
municipal corporation
____________________________________
Barbara Ferraro, Mayor
ATTEST:
_________________________________
Teresa Takaoka, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
_________________________________
William W. Wynder, City Attorney
CONSULTANT:
HARRIS & ASSOCIATES, INC., a
California corporation
By: ________________________________
Name: Steve Winchester
Title: Chief Executive Officer
By: ________________________________
Name: Steve Winchester
Title: Chief Financial Officer
Address: 1401 Willow pass Road, Ste 500
Concord, CA 94520
Two corporate officer signatures required when Consultant is a corporation, with one signature required from
each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any
Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT’S SIGNATURES
SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS
MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR
REGULATIONS APPLICABLE TO CONSULTANT’S BUSINESS ENTITY.
01203.0006/898319.3
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.
□ □
□
□ □ □ □
□ □
01203.0006/898319.3
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.
□ □
□ □ □ □ □ □ □
01203.0006/898319.3
EXHIBIT “A” AMENDMENT NO. 1
SCOPE OF SERVICES
I.Consultant will perform the following services for the administration of the Citywide
Landscaping and Lighting Maintenance District on an annual basis (“Services”):
A.Research. Obtain all available information from the City regarding the district, including the
electronic database file, the County Assessor’s roll, Assessor’s maps, a listing of projected
expenditures and revenues and any additional information. Update the current database file with
the new Assessor’s parcel numbers and land use information.
B.Meetings and Coordination. Meet with City staff (virtually) to review the district, receive
budgets for desired changes and confirm schedule; conduct one status meeting in conjunction
with the draft Engineer’s Report and one meeting for the final Engineer’s Report, if required;
attend the City Council meetings considering the Resolution of Intention (virtually) and the
initial Public Hearing (virtually or in person), and an optional additional Public Hearing
(virtually or in person), if requested and the City Council orders modification of the Engineer’s
Report and levy of the assessment; Includes providing technical support and answering
questions. Total of up to five (5) meetings per year.
C.Estimated Budgets. Review budget changes for actual/projected changes in costs and
improvements. Review analysis with City staff. Revise budget if the City decides to levy the
assessment for future fiscal years.
D.Engineer’s Report. Prepare the Engineer’s Report, and modified Engineer’s Report if
applicable, setting the annual assessment rates (or zero if Council chooses) for the next fiscal
year based on budget estimates from City. Furnish a PDF copy of the draft Report for review
and comment. Furnish a PDF copy and up to the three (3) copies of the finalized Report and up
to two (2) copies of the Preliminary Assessment Roll for processing and filing (if the City
Council decides to levy).
E.Submittal to County. If an assessment amount is authorized by the City Council at the Public
Hearing, preparing an Assessment Roll in electronic format, as required by the County Auditor-
Controller for inclusion of assessments on the property tax bills (if the Council decides not to
levy, the required form will be prepared for the County indicating a levy will not be submitted).
Submit documents or the roll to the County and, after, make any corrections (if required).
Deliver up to two (2) copies of the accepted Assessment Roll to the City (if assessments are
levied).
01203.0006/898319.3
II.As part of the Services, Consultant will prepare and deliver the following tangible work products
to the City:
A.See Section I. D. above.
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.As requested by the Contract Officer.
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.Chris Thomas, Project Manager
B.Carol Hill, Deputy Project Manager
C.Donna Segura, Director
D.Alison Bouley, PE, Assessment Engineer
01203.0006/898319.3
EXHIBIT “C” AMENDMENT NO. 1
SCHEDULE OF COMPENSATION
VI.Consultant shall perform the Services in Exhibit “A” for the following lump sum fees:
SERVICES AMOUNT
Research, Meetings and Coordination, Budget Review, and
Preparation of Engineer’s Report for Fiscal Year 2022-2023
$3,120
Modifications to Engineer’s Report and Levy Submittal to
County*
$2,300*
Research, Meetings and Coordination, Budget Review, and
Preparation of Engineer’s Report for Fiscal Year 2023-2024
$4,680
TOTAL $10,100
SERVICES AMOUNT
Reimbursement of Finalization of Engineer’s Report for
Fiscal Year 2022-2023
$5,200
Research, Meetings and Coordination, Budget Review, and
Preparation of Engineer’s Report for Fiscal Year 2023-2024
$2,730
Modifications to Engineer’s Report and Levy Submittal to
County*
$2,415
Research, Meetings and Coordination, Budget Review, and
Preparation of Engineer’s Report for Fiscal Year 2024-2025
$5,460
TOTAL $15,805
*Services to be provided and amount to be paid only if City Council authorizes an assessment.
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:
01203.0006/898319.3
A. Line items for all personnel describing the work performed, the number of hours worked, and the
hourly rate.
B. Line items for all materials and equipment properly charged to the Services.
C. Line items for all other approved reimbursable expenses claimed, with supporting documentation.
D. Line items for all approved subcontractor labor, supplies, equipment, materials, and travel
properly charged to the Services.
IV. The total compensation for the Services shall not exceed the Contract Sum as provided in Section
2.1 of this Agreement.
V. The Consultant’s billing rates for all personnel are attached as Exhibit C-1. N/A.
01203.0006/898319.3
EXHIBIT “D” AMENDMENT NO. 1
SCHEDULE OF PERFORMANCE
I.Consultant shall perform all Services in Exhibit “A” timely in accordance with the following
schedules:
II.Consultant shall deliver the following tangible work products to the City by the following dates.
A.See Section I. above.
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.
Research and Database Updat e
Receive Budgets from City earl y-Apri l
Draft Engineer's Report mid-April
Resolution of Intention mid-May
Re-.iew comments w ith City end-May
Fi nal Eng inee r's Report end-May
Public Hearing early-June
Optional Public Hearing end-June
Subm itta l to Coun ty by 1 0-Aug-23
A nnu al A dmiini stratio n ..
Research and Database U pd at e
Rece ive Bu dgets fro m City ea r ly-Ap ril
Draft En gineer's Report m id-April
Reso lut ion of Inte nt io n mi d-M ay
Review comme nts w it h City end-M ay
Fi na l Eng in eer's Rep ort end-M ay
Pu blic He ari ng e arly -J u ne
Op tio nal Pub lic Hear ing end-J u ne
S ubmi ttal t o Cou nty by 1 0-Au g-2 4
01203.0006/899546.3 1
PROFESSIONAL SERVICES AGREEMENT
By and Between
CITY OF RANCHO PALOS VERDES
and
INTERWEST CONSULTING GROUP, INC.
P
01203.0006/899546.3
AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF RANCHO PALOS VERDES AND
INTERWEST
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 INTERWEST CONSULTING GROUP, INC.,
a California corporation (“Consultant”). City and Consultant may be referred to, individually or
collectively, as “Party” or “Parties.”
RECITALS
A. City has sought, by issuance of a Request for Proposals, the performance of the
services defined and described particularly in Article 1 of this Agreement.
B. Consultant, following submission of a proposal for the performance of the
services defined and described particularly in Article 1 of this Agreement, was selected by the
City to perform those services.
C.Pursuant to the City of Rancho Palos Verdes Municipal Code, City has authority
to enter into and execute this Agreement.
D.The Parties desire to formalize the selection of Consultant for performance of
those services defined and described particularly in Article 1 of this Agreement and desire that
the terms of that performance be as particularly defined and described herein.
OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants made by
the Parties and contained herein and other consideration, the value and adequacy of which are
hereby acknowledged, the parties agree as follows:
ARTICLE 1. SERVICES OF CONSULTANT
1.1 Scope of Services.
In compliance with all terms and conditions of this Agreement, the Consultant shall
provide those services specified in the “Scope of Services”, as stated in the Proposal, attached
hereto as Exhibit “A” and incorporated herein by this reference, which may be referred to herein
as the “services” or “work” hereunder. As a material inducement to the City entering into this
Agreement, Consultant represents and warrants that it has the qualifications, experience, and
facilities necessary to properly perform the services required under this Agreement in a thorough,
competent, and professional manner, and is experienced in performing the work and services
contemplated herein. Consultant shall at all times faithfully, competently and to the best of its
ability, experience and talent, perform all services described herein. Consultant covenants that it
shall follow the highest professional standards in performing the work and services required
hereunder and that all materials will be both of good quality as well as fit for the purpose
01203.0006/899546.3 2
intended. For purposes of this Agreement, the phrase “highest professional standards” shall mean
those standards of practice recognized by one or more first-class firms performing similar work
under similar circumstances.
1.2 Consultant’s Proposal.
The Scope of Service shall include the Consultant’s Proposal which shall be incorporated
herein by this reference as though fully set forth herein. In the event of any inconsistency
between the terms of such Proposal and this Agreement, the terms of this Agreement shall
govern.
1.3 Compliance with Law.
Consultant shall keep itself informed concerning, and shall render all services hereunder
in accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and
any Federal, State or local governmental entity having jurisdiction in effect at the time service is
rendered.
1.4 California Labor Law.
If the Scope of Services includes any “public work” or “maintenance work,” as those
terms are defined in California Labor Code section 1720 et seq. and California Code of
Regulations, Title 8, Section 16000 et seq., and if the total compensation is $1,000 or more,
Consultant shall pay prevailing wages for such work and comply with the requirements in
California Labor Code section 1770 et seq. and 1810 et seq., and all other applicable laws,
including the following requirements:
(a)Public Work. The Parties acknowledge that some or all of the work to be
performed under this Agreement is a “public work” as defined in Labor Code Section 1720 and
that this Agreement is therefore subject to the requirements of Division 2, Part 7, Chapter 1
(commencing with Section 1720) of the California Labor Code relating to public works contracts
and the rules and regulations established by the Department of Industrial Relations (“DIR”)
implementing such statutes. The work performed under this Agreement is subject to compliance
monitoring and enforcement by the DIR. Consultant shall post job site notices, as prescribed by
regulation.
(b)Prevailing Wages. Consultant shall pay prevailing wages to the extent
required by Labor Code Section 1771. Pursuant to Labor Code Section 1773.2, copies of the
prevailing rate of per diem wages are on file at City Hall and will be made available to any
interested party on request. By initiating any work under this Agreement, Consultant
acknowledges receipt of a copy of the DIR determination of the prevailing rate of per diem
wages, and Consultant shall post a copy of the same at each job site where work is performed
under this Agreement.
(c)Penalty for Failure to Pay Prevailing Wages. Consultant shall comply with
and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment
of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The
01203.0006/899546.3 3
Consultant shall, as a penalty to the City, forfeit $200 (two hundred dollars) for each calendar
day, or portion thereof, for each worker paid less than the prevailing rates as determined by the
DIR for the work or craft in which the worker is employed for any public work done pursuant to
this Agreement by Consultant or by any subcontractor.
(d) Payroll Records. Consultant shall comply with and be bound by the
provisions of Labor Code Section 1776, which requires Consultant and each subconsultant to:
keep accurate payroll records and verify such records in writing under penalty of perjury, as
specified in Section 1776; certify and make such payroll records available for inspection as
provided by Section 1776; and inform the City of the location of the records.
(e) Apprentices. Consultant shall comply with and be bound by the provisions
of Labor Code Sections 1777.5, 1777.6, and 1777.7 and California Code of Regulations Title 8,
Section 200 et seq. concerning the employment of apprentices on public works projects.
Consultant shall be responsible for compliance with these aforementioned Sections for all
apprenticeable occupations. Prior to commencing work under this Agreement, Consultant shall
provide City with a copy of the information submitted to any applicable apprenticeship program.
Within 60 (sixty) days after concluding work pursuant to this Agreement, Consultant and each of
its subconsultants shall submit to the City a verified statement of the journeyman and apprentice
hours performed under this Agreement.
(f) Eight-Hour Work Day. Consultant acknowledges that 8 (eight) hours labor
constitutes a legal day's work. Consultant shall comply with and be bound by Labor Code
Section 1810.
(g) Penalties for Excess Hours. Consultant shall comply with and be bound by
the provisions of Labor Code Section 1813 concerning penalties for workers who work excess
hours. The Consultant shall, as a penalty to the City, forfeit $25 (twenty five dollars for each
worker employed in the performance of this Agreement by the Consultant or by any
subcontractor for each calendar day during which such worker is required or permitted to work
more than 8 (eight) hours in any one calendar day and 40 (forty) hours in any one calendar week
in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code.
Pursuant to Labor Code section 1815, work performed by employees of Consultant in excess of 8
(eight) hours per day, and 40 (forty) hours during any one week shall be permitted upon public
work upon compensation for all hours worked in excess of 8 hours per day at not less than one
and 1½ (one and one half) times the basic rate of pay.
(h) Workers’ Compensation. California Labor Code Sections 1860 and 3700
provide that every employer will be required to secure the payment of compensation to its
employees if it has employees. In accordance with the provisions of California Labor Code
Section 1861, Consultant certifies as follows:
“I am aware of the provisions of Section 3700 of the Labor Code which require
every employer to be insured against liability for workers' compensation or to
undertake self-insurance in accordance with the provisions of that code, and I will
comply with such provisions before commencing the performance of the work of
this contract.”
01203.0006/899546.3 4
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.
01203.0006/899546.3 5
1.8 Further Responsibilities of Parties.
Both parties agree to use reasonable care and diligence to perform their respective
obligations under this Agreement. Both parties agree to act in good faith to execute all
instruments, prepare all documents and take all actions as may be reasonably necessary to carry
out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible
for the service of the other.
1.9 Additional Services
City shall have the right at any time during the performance of the services, without
invalidating this Agreement, to order extra work beyond that specified in the Scope of Services
or make changes by altering, adding to or deducting from said work. No such extra work may be
undertaken unless a written Change Order is first given by the Contract Officer to the Consultant,
incorporating therein any adjustment in (i) the Contract Sum for the actual costs of the extra
work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the
written approval of the Consultant.
Any increase in compensation of up to 15% (fifteen percent) of the Contract Sum; or, in
the time to perform of up to 90 (ninety) days, may be approved by the Contract Officer through a
written Change Order. Any greater increases, taken either separately or cumulatively, must be
approved by the City Council. It is expressly understood by Consultant that the provisions of this
Section shall not apply to services specifically set forth in the Scope of Services. Consultant
hereby acknowledges that it accepts the risk that the services to be provided pursuant to the
Scope of Services may be more costly or time consuming than Consultant anticipates and that
Consultant shall not be entitled to additional compensation therefor. City may in its sole and
absolute discretion have similar work done by other Consultants. No claims for an increase in the
Contract Sum or time for performance shall be valid unless the procedures established in this
Section are followed.
If in the performance of the 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.
01203.0006/899546.3 6
ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.
2.1 Contract Sum.
Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the
amounts specified in the “Schedule of Compensation” attached hereto as Exhibit “C” and
incorporated herein by this reference. The total compensation, including reimbursement for
actual expenses, shall not exceed $308,880 (Three Hundred Eight Thousand Eight Hundred
Eighty 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.
01203.0006/899546.3 7
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
01203.0006/899546.3 8
this Agreement, however caused, Consultant’s sole remedy being extension of the Agreement
pursuant to this Section.
3.4 Term.
Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement
shall continue in full force and effect until completion of the services but not exceeding one (1)
year from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit
“D”).
ARTICLE 4. COORDINATION OF WORK
4.1 Representatives and Personnel of Consultant.
The following principals of Consultant (“Principals”) are hereby designated as being the
principals and representatives of Consultant authorized to act in its behalf with respect to the
work specified herein and make all decisions in connection therewith:
Paul Meschino President/Principal In Charge
(Name) (Title)
It is expressly understood that the experience, knowledge, capability and reputation of the
foregoing principals were a substantial inducement for City to enter into this Agreement.
Therefore, the foregoing principals shall be responsible during the term of this Agreement for
directing all activities of Consultant and devoting sufficient time to personally supervise the
services hereunder. All personnel of Consultant, and any authorized agents, shall at all times be
under the exclusive direction and control of the Principals. For purposes of this Agreement, the
foregoing Principals may not be replaced nor may their responsibilities be substantially reduced
by Consultant without the express written approval of City. Additionally, Consultant shall utilize
only the personnel included in the Proposal to perform services pursuant to this Agreement.
Consultant shall make every reasonable effort to maintain the stability and continuity of
Consultant’s staff and subcontractors, if any, assigned to perform the services required under this
Agreement. Consultant shall notify City of any changes in Consultant’s staff and subcontractors,
if any, assigned to perform the services required under this Agreement, prior to and during any
such performance. City shall have the right to approve or reject any proposed replacement
personnel, which approval shall not be unreasonably withheld.
4.2 Status of Consultant.
Consultant shall have no authority to bind City in any manner, or to incur any obligation,
debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless
such authority is expressly conferred under this Agreement or is otherwise expressly conferred in
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
01203.0006/899546.3 9
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.
01203.0006/899546.3 10
ARTICLE 5. INSURANCE AND INDEMNIFICATION
5.1 Insurance Coverages.
Without limiting Consultant’s indemnification of City, and prior to commencement of
any services under this Agreement, Consultant shall obtain, provide and maintain at its own
expense during the term of this Agreement, policies of insurance of the type and amounts
described below and in a form satisfactory to City.
(a) General liability insurance. Consultant shall maintain commercial general
liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01,
in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily
injury, personal injury, and property damage. The policy must include contractual liability that
has not been amended. Any endorsement restricting standard ISO “insured contract” language
will not be accepted.
(b)Automobile liability insurance. Consultant shall maintain automobile
insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury
and property damage for all activities of the Consultant arising out of or in connection with
Services to be performed under this Agreement, including coverage for any owned, hired, non-
owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each
accident.
(c)Professional liability (errors & omissions) insurance. Consultant shall
maintain professional liability insurance that covers the Services to be performed in connection
with this Agreement, in the minimum amount of $1,000,000 per claim and in the aggregate. Any
policy inception date, continuity date, or retroactive date must be before the effective date of this
Agreement and Consultant agrees to maintain continuous coverage through a period no less than
three (3) years after completion of the services required by this Agreement.
(d)Workers’ compensation insurance. Consultant shall maintain Workers’
Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at
least $1,000,000).
(e)Subcontractors. Consultant shall include all subcontractors as insureds
under its policies or shall furnish separate certificates and certified endorsements for each
subcontractor. All coverages for subcontractors shall include all of the requirements stated
herein.
(f)Additional Insurance. Policies of such other insurance, as may be required
in the Special Requirements in Exhibit “B”.
5.2 General Insurance Requirements.
(a)Proof of insurance. Consultant shall provide certificates of insurance to
City as evidence of the insurance coverage required herein, along with a waiver of subrogation
endorsement for workers’ compensation. Insurance certificates and endorsements must be
01203.0006/899546.3 11
approved by City’s Risk Manager prior to commencement of performance. Current certification
of insurance shall be kept on file with City at all times during the term of this Agreement. City
reserves the right to require complete, certified copies of all required insurance policies, at any
time.
(b) Duration of coverage. Consultant shall procure and maintain for the
duration of this Agreement insurance against claims for injuries to persons or damages to
property, which may arise from or in connection with the performance of the Services hereunder
by Consultant, its agents, representatives, employees or subconsultants.
(c) Primary/noncontributing. Coverage provided by Consultant shall be
primary and any insurance or self-insurance procured or maintained by City shall not be required
to contribute with it. The limits of insurance required herein may be satisfied by a combination
of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or
be endorsed to contain a provision that such coverage shall also apply on a primary and non-
contributory basis for the benefit of City before the City’s own insurance or self-insurance shall
be called upon to protect it as a named insured.
(d) City’s rights of enforcement. In the event any policy of insurance required
under this Agreement does not comply with these specifications or is canceled and not replaced,
City has the right but not the duty to obtain and continuously maintain the insurance it deems
necessary and any premium paid by City will be promptly reimbursed by Consultant or City will
withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City
may cancel this Agreement.
(e) Acceptable insurers. All insurance policies shall be issued by an insurance
company currently authorized by the Insurance Commissioner to transact business of insurance
or that is on the List of Approved Surplus Line Insurers in the State of California, with an
assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VI (or larger)
in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by
the City’s Risk Manager.
(f) Waiver of subrogation. All insurance coverage maintained or procured
pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or
appointed officers, agents, officials, employees and volunteers or shall specifically allow
Consultant or others providing insurance evidence in compliance with these specifications to
waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery
against City, and shall require similar written express waivers and insurance clauses from each of
its subconsultants.
(g) Enforcement of contract provisions (non-estoppel). Consultant
acknowledges and agrees that any actual or alleged failure on the part of the City to inform
Consultant of non-compliance with any requirement imposes no additional obligations on the
City nor does it waive any rights hereunder.
(h) Requirements not limiting. Requirements of specific coverage features or
limits contained in this section are not intended as a limitation on coverage, limits or other
01203.0006/899546.3 12
requirements, or a waiver of any coverage normally provided by any insurance. Specific
reference to a given coverage feature is for purposes of clarification only as it pertains to a given
issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other
coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums
shown above, the City requires and shall be entitled to coverage for the higher limits maintained
by the Consultant. Any available insurance proceeds in excess of the specified minimum limits
of insurance and coverage shall be available to the City.
(i) Notice of cancellation. Consultant agrees to oblige its insurance agent or
broker and insurers to provide to City with a 30 (thirty) day notice of cancellation (except for
nonpayment for which a 10 (ten) day notice is required) or nonrenewal of coverage for each
required coverage.
(j) Additional insured status. General liability policies shall provide or be
endorsed to provide that City and its officers, officials, employees, and agents, and volunteers
shall be additional insureds under such policies. This provision shall also apply to any
excess/umbrella liability policies.
(k) Prohibition of undisclosed coverage limitations. None of the coverages
required herein will be in compliance with these requirements if they include any limiting
endorsement of any kind that has not been first submitted to City and approved of in writing.
(l) Separation of insureds. A severability of interests provision must apply for
all additional insureds ensuring that Consultant’s insurance shall apply separately to each insured
against whom claim is made or suit is brought, except with respect to the insurer’s limits of
liability. The policy(ies) shall not contain any cross-liability exclusions.
(m) Pass through clause. Consultant agrees to ensure that its subconsultants,
subcontractors, and any other party involved with the project who is brought onto or involved in
the project by Consultant, provide the same minimum insurance coverage and endorsements
required of Consultant. Consultant agrees to monitor and review all such coverage and assumes
all responsibility for ensuring that such coverage is provided in conformity with the requirements
of this section. Consultant agrees that upon request, all agreements with consultants,
subcontractors, and others engaged in the project will be submitted to City for review.
(n) Agency’s right to revise specifications. The City reserves the right at any
time during the term of the contract to change the amounts and types of insurance required by
giving the Consultant 90 (ninety) days advance written notice of such change. If such change
results in substantial additional cost to the Consultant, the City and Consultant may renegotiate
Consultant’s compensation.
(o) Self-insured retentions. Any self-insured retentions must be declared to
and approved by City. City reserves the right to require that self-insured retentions be eliminated,
lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these
specifications unless approved by City.
01203.0006/899546.3 13
(p)Timely notice of claims. Consultant shall give City prompt and timely
notice of claims made or suits instituted that arise out of or result from Consultant’s performance
under this Agreement, and that involve or may involve coverage under any of the required
liability policies.
(q)Additional insurance. Consultant shall also procure and maintain, at its
own cost and expense, any additional kinds of insurance, which in its own judgment may be
necessary for its proper protection and prosecution of the work.
5.3 Indemnification.
To the full extent permitted by law, Consultant agrees to indemnify, defend and hold
harmless the City, its officers, employees and agents (“Indemnified Parties”) against, and will
hold and save them and each of them harmless from, any and all actions, either judicial,
administrative, arbitration or regulatory claims, damages to persons or property, losses, costs,
penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein “claims
or liabilities”) that may be asserted or claimed by any person, firm or entity arising out of or in
connection with the negligent performance of the work, operations or activities provided herein
of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or
entity for which Consultant is legally liable (“indemnitors”), or arising from Consultant’s or
indemnitors’ reckless or willful misconduct, or arising from Consultant’s or indemnitors’
negligent performance of or failure to perform any term, provision, covenant or condition of this
Agreement, and in connection therewith:
(a)Consultant will defend any action or actions filed in connection with any
of said claims or liabilities and will pay all costs and expenses, including legal costs and
attorneys’ fees incurred in connection therewith;
(b) Consultant will promptly pay any judgment rendered against the City, its
officers, agents or employees for any such claims or liabilities arising out of or in connection
with the negligent performance of or failure to perform such work, operations or activities of
Consultant hereunder; and Consultant agrees to save and hold the City, its officers, agents, and
employees harmless therefrom;
(c)In the event the City, its officers, agents or employees is made a party to
any action or proceeding filed or prosecuted against Consultant for such damages or other claims
arising out of or in connection with the negligent performance of or failure to perform the work,
operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers,
agents or employees, any and all costs and expenses incurred by the City, its officers, agents or
employees in such action or proceeding, including but not limited to, legal costs and attorneys’
fees.
Consultant shall incorporate similar indemnity agreements with its subcontractors and if
it fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and
failure of City to monitor compliance with these provisions shall not be a waiver hereof. This
indemnification includes claims or liabilities arising from any negligent or wrongful act, error or
omission, or reckless or willful misconduct of Consultant in the performance of professional
01203.0006/899546.3 14
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
01203.0006/899546.3 15
Agreement shall be the property of City and shall be delivered to City upon request of the
Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim
for further employment or additional compensation as a result of the exercise by City of its full
rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any
use, reuse or assignment of such completed documents for other projects and/or use of
uncompleted documents without specific written authorization by the Consultant will be at the
City’s sole risk and without liability to Consultant, and Consultant’s guarantee and warranties
shall not extend to such use, reuse or assignment. Consultant may retain copies of such
documents for its own use. Consultant shall have the right to use the concepts embodied therein.
All subcontractors shall provide for assignment to City of any documents or materials prepared
by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify
City for all damages resulting therefrom. Moreover, Consultant with respect to any documents
and materials that may qualify as “works made for hire” as defined in 17 U.S.C. § 101, such
documents and materials are hereby deemed “works made for hire” for the City.
6.4 Confidentiality and Release of Information.
(a)All information gained or work product produced by Consultant in
performance of this Agreement shall be considered confidential, unless such information is in the
public domain or already known to Consultant. Consultant shall not release or disclose any such
information or work product to persons or entities other than City without prior written
authorization from the Contract Officer.
(b) Consultant, its officers, employees, agents or subcontractors, shall not,
without prior written authorization from the Contract Officer or unless requested by the City
Attorney, voluntarily provide documents, declarations, letters of support, testimony at
depositions, response to interrogatories or other information concerning the work performed
under this Agreement. Response to a subpoena or court order shall not be considered “voluntary”
provided Consultant gives City notice of such court order or subpoena.
(c)If Consultant, or any officer, employee, agent or subcontractor of
Consultant, provides any information or work product in violation of this Agreement, then City
shall have the right to reimbursement and indemnity from Consultant for any damages, costs and
fees, including attorney’s fees, caused by or incurred as a result of Consultant’s conduct.
(d) Consultant shall promptly notify City should Consultant, its officers,
employees, agents or subcontractors be served with any summons, complaint, subpoena, notice
of deposition, request for documents, interrogatories, request for admissions or other discovery
request, court order or subpoena from any party regarding this Agreement and the work
performed there under. City retains the right, but has no obligation, to represent Consultant or be
present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully
with City and to provide City with the opportunity to review any response to discovery requests
provided by Consultant. However, this right to review any such response does not imply or mean
the right by City to control, direct, or rewrite said response.
01203.0006/899546.3 16
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
01203.0006/899546.3 17
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
01203.0006/899546.3 18
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.
01203.0006/899546.3 19
8.3 Covenant Against Discrimination.
Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons
claiming under or through them, that there shall be no discrimination against or segregation of,
any person or group of persons on account of race, color, creed, religion, sex, gender, sexual
orientation, marital status, national origin, ancestry or other protected class in the performance of
this Agreement. Consultant shall take affirmative action to insure that applicants are employed
and that employees are treated during employment without regard to their race, color, creed,
religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other
protected class.
8.4 Unauthorized Aliens.
Consultant hereby promises and agrees to comply with all of the provisions of the Federal
Immigration and Nationality Act, 8 U.S.C. § 1101 et seq., as amended, and in connection
therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ
such unauthorized aliens for the performance of work and/or services covered by this
Agreement, and should any liability or sanctions be imposed against City for such use of
unauthorized aliens, Consultant hereby agrees to and shall reimburse City for the cost of all such
liabilities or sanctions imposed, together with any and all costs, including attorneys’ fees,
incurred by City.
ARTICLE 9. MISCELLANEOUS PROVISIONS
9.1 Notices.
Any notice, demand, request, document, consent, approval, or communication either
party desires or is required to give to the other party or any other person shall be in writing and
either served personally or sent by prepaid, first-class mail, in the case of the City, to the City
Manager and to the attention of the Contract Officer (with her/his name and City title), City of
Rancho Palos Verdes, 30940 Hawthorne Blvd., Rancho Palos Verdes, California 90275 and in
the case of the Consultant, to the person(s) at the address designated on the execution page of
this Agreement. Either party may change its address by notifying the other party of the change of
address in writing. Notice shall be deemed communicated at the time personally delivered or in
72 (seventy two) hours from the time of mailing if mailed as provided in this section.
9.2 Interpretation.
The terms of this Agreement shall be construed in accordance with the meaning of the
language used and shall not be construed for or against either party by reason of the authorship
of this Agreement or any other rule of construction which might otherwise apply.
9.3 Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed to be an
original, and such counterparts shall constitute one and the same instrument.
01203.0006/899546.3 20
9.4 Integration; Amendment.
This Agreement including the attachments hereto is the entire, complete and exclusive
expression of the understanding of the parties. It is understood that there are no oral agreements
between the parties hereto affecting this Agreement and this Agreement supersedes and cancels
any and all previous negotiations, arrangements, agreements and understandings, if any, between
the parties, and none shall be used to interpret this Agreement. No amendment to or modification
of this Agreement shall be valid unless made in writing and approved by the Consultant and by
the City Council. The parties agree that this requirement for written modifications cannot be
waived and that any attempted waiver shall be void.
9.5 Severability.
In the event that any one or more of the phrases, sentences, clauses, paragraphs, or
sections contained in this Agreement shall be declared invalid or unenforceable by a valid
judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall
not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this
Agreement which are hereby declared as severable and shall be interpreted to carry out the intent
of the parties hereunder unless the invalid provision is so material that its invalidity deprives
either party of the basic benefit of their bargain or renders this Agreement meaningless.
9.6 Warranty & Representation of Non-Collusion.
No official, officer, or employee of City has any financial interest, direct or indirect, in
this Agreement, nor shall any official, officer, or employee of City participate in any decision
relating to this Agreement which may affect his/her financial interest or the financial interest of
any corporation, partnership, or association in which (s)he is directly or indirectly interested, or
in violation of any corporation, partnership, or association in which (s)he is directly or indirectly
interested, or in violation of any State or municipal statute or regulation. The determination of
“financial interest” shall be consistent with State law and shall not include interests found to be
“remote” or “noninterests” pursuant to Government Code Sections 1091 or 1091.5. Consultant
warrants and represents that it has not paid or given, and will not pay or give, to any third party
including, but not limited to, any City official, officer, or employee, any money, consideration,
or other thing of value as a result or consequence of obtaining or being awarded any agreement.
Consultant further warrants and represents that (s)he/it has not engaged in any act(s),
omission(s), or other conduct or collusion that would result in the payment of any money,
consideration, or other thing of value to any third party including, but not limited to, any City
official, officer, or employee, as a result of consequence of obtaining or being awarded any
agreement. Consultant is aware of and understands that any such act(s), omission(s) or other
conduct resulting in such payment of money, consideration, or other thing of value will render
this Agreement void and of no force or effect.
Consultant’s Authorized Initials _______
01203.0006/899546.3 21
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]
01203.0006/899546.3 22
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date and year first-above written.
CITY:
CITY OF RANCHO PALOS VERDES, a
municipal corporation
Barbara Ferraro, Mayor
ATTEST:
Teresa Takaoka, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
William W. Wynder, City Attorney
CONSULTANT:
INTERWEST, a California corporation
By:
Name: Paul Meschino
Title: President
By:
Name:
Title:
Address: 1 Jenner, Suite #160
Irvine, CA 92618
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.
Assistant Vice President
David Kniffr
01203.0006/899546.3
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.
□ □
□ □ □ □ □ □
□
01203.0006/899546.3
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.
□ □
□ □ □ □ □ □
□
01203.0006/899546.3 A-1
EXHIBIT “A”
SCOPE OF SERVICES
I.Consultant will perform the following on-call wireless telecommunications support
services, as required by the City’s Contract Officer:
A.ENCROACHMENT PERMIT AND DEVELOPMENT PLAN REVIEW
1.Review, assess, document development plans as it pertains to Public
Works.
2.Review, organize and document engineering plans related to
encroachment permits.
3.Review traffic control plans associated with encroachment permits or
private development.
4.Coordinate with other departments, as necessary
5. Create applicable Conditions of Approvals for development projects
6.Prepare necessary reports for development and encroachment projects
B. WIRELESS TELECOMMUNICATIONS SUPPORT
1.Receive and route improvement and traffic control plans associated with
new and existing cell sites.
2.Communicate with cell site applicants and/or contractors to ensure City
regulations are being adhered to during construction.
3.Prepare and dispatch written correction memoranda for cell site
application(s) submittals.
4.Prepare and issue necessary permits for cell site maintenance and
installations in the public right of way.
5.Attend and participate in weekly phone conference calls with cell site
applicants.
6.Establish, organize, and maintain applicant files for new permit
applications.
7.Research and respond to, in coordination with the City Attorney’s office,
California Public Records Act requests related to cell sites and cell site
applications.
01203.0006/899546.3 A-2
8.Timely issue public hearing and meeting notices to the local publications
and the public regarding cell site activities.
9. Monitor and update “shot-clock” requirements pursuant to Section 6409(a)
of the Middle Class Tax Relief and Job Creation Act of 2012, 47 U.S.C. 1455,
associated with new cell site installations.
10. Conduct field review and verification of cell site installations.
II.As part of the Services, Consultant will prepare and deliver the following tangible work
products to the City: See Section II of Exhibit “D” Schedule of Performance.
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.Daily update of comprehensive spreadsheet documenting all relevant permit
information such as location, submittal and response dates, current status, etc.
B.Weekly report of reviews with all relevant information.
IV.All work product is subject to review and acceptance by the City, and must be revised by
the Consultant without additional charge to the City until found satisfactory and accepted
by City.
V.Consultant will utilize the following personnel to accomplish the Services:
A.Paul Meschino, Principal-In-Charge
B.Nicole Jules, PE, Project Manager
C.Pavel Horn, PE, Senior Engineer
D.Joseph Malleney, EIT, Engineer Associate
01203.0006/899546.3 B-1
EXHIBIT “B”
SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
Added text indicated in bold italics, deleted text indicated in strikethrough.
[INTENTIONALLY LEFT BLANK]
01203.0006/899546.3 C-1
EXHIBIT “C”
SCHEDULE OF COMPENSATION
I. Consultant shall perform the following tasks at the following rates:
II. Within the budgeted amounts for each Task, and with the approval of the Contract
Officer, funds may be shifted from one Task subbudget to another so long as the
Contract Sum is not exceeded per Section 2.1, unless Additional Services are
approved per Section 1.9.
III. The City will compensate Consultant for the Services performed upon submission of
a valid invoice. Each invoice is to include:
A. Line items for all personnel describing the work performed, the number of hours
worked, and the hourly rate.
B. Line items for all materials and equipment properly charged to the Services.
C. Line items for all other approved reimbursable expenses claimed, with supporting
documentation.
D. Line items for all approved subcontractor labor, supplies, equipment, materials,
and travel properly charged to the Services.
IV. The total compensation for the Services shall not exceed the Contract Sum as
provided in Section 2.1 of this Agreement.
V. The Consultant’s billing rates for all personnel are attached as Exhibit C-1. NOT
APPLICABLE
Staff Position Rate Frequency Extended Cost
for 1 Year
Paul Meschino PRINCIPAL -IN-CHARGE $240 N/A
Nicole Jules, PE PROJECT MANAGER $195 N/A
Pavel Horn, PE SENIOR ENGINEER $185 20 HOURS/WEEK $192,400
Joseph Mullaney, EIT ENGIN EER ING ASSOC. $140 16 HOURS/WEEK $116,480
01203.0006/899546.3 D-1
EXHIBIT “D
SCHEDULE OF PERFORMANCE
I.Consultant shall perform all services timely as required by the City’s Contract
Officer.
II.Consultant shall deliver the following tangible work products to the City by the
following dates.
A.Memoranda detailing findings and recommendations shall be completed timely to
allow review by the Public Works Director or their designee and subsequent
response to the applicant within 10 business days of encroachment or
development permit submittal and within 5 business days of each resubmittal.
B.Memoranda detailing findings and recommendations shall be completed timely to
allow review by the Public Works Director or their designee and subsequent
response to the applicant as follows:
•Eligible Facilities Requests or cell site modifications within 60 calendar
days and Notice of Incompleteness within 30 calendar days. Resubmittal
within the remaining time.
•Small Wireless Facilities within 60 calendar days for existing structures
and 90 calendar days for new structures and Notice of Incompleteness
within 10 calendar days. Resubmittals within the same deadlines.
•Major Wireless Telecommunications Facilities within 150 calendar days.
•Within regulatory “shot-clock” requirements.
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.
01203.0006/873757.1 1
PROFESSIONAL SERVICES AGREEMENT
By and Between
CITY OF RANCHO PALOS VERDES
and
RIGG CONSULTING INC.
P
01203.0006/873757.1
AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF RANCHO PALOS VERDES AND
RIGG CONSULTING 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 RIGG CONSULTING INC. a California
corporation (“Consultant”). City and Consultant may be referred to, individually or collectively,
as “Party” or “Parties.”
RECITALS
A. 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.
B. Pursuant to the City of Rancho Palos Verdes Municipal Code, City has authority
to enter into and execute this Agreement.
C. 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
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.
01203.0006/873757.1 2
1.2 Consultant’s Proposal.
The Scope of Service shall include the Consultant’s Proposal which shall be incorporated
herein by this reference as though fully set forth herein. In the event of any inconsistency
between the terms of such Proposal and this Agreement, the terms of this Agreement shall
govern.
1.3 Compliance with Law.
Consultant shall keep itself informed concerning, and shall render all services hereunder
in accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and
any Federal, State or local governmental entity having jurisdiction in effect at the time service is
rendered.
1.4 California Labor Law.
If the Scope of Services includes any “public work” or “maintenance work,” as those
terms are defined in California Labor Code section 1720 et seq. and California Code of
Regulations, Title 8, Section 16000 et seq., and if the total compensation is $1,000 or more,
Consultant shall pay prevailing wages for such work and comply with the requirements in
California Labor Code section 1770 et seq. and 1810 et seq., and all other applicable laws,
including the following requirements:
(a)Public Work. The Parties acknowledge that some or all of the work to be
performed under this Agreement is a “public work” as defined in Labor Code Section 1720 and
that this Agreement is therefore subject to the requirements of Division 2, Part 7, Chapter 1
(commencing with Section 1720) of the California Labor Code relating to public works contracts
and the rules and regulations established by the Department of Industrial Relations (“DIR”)
implementing such statutes. The work performed under this Agreement is subject to compliance
monitoring and enforcement by the DIR. Consultant shall post job site notices, as prescribed by
regulation.
(b)Prevailing Wages. Consultant shall pay prevailing wages to the extent
required by Labor Code Section 1771. Pursuant to Labor Code Section 1773.2, copies of the
prevailing rate of per diem wages are on file at City Hall and will be made available to any
interested party on request. By initiating any work under this Agreement, Consultant
acknowledges receipt of a copy of the DIR determination of the prevailing rate of per diem
wages, and Consultant shall post a copy of the same at each job site where work is performed
under this Agreement.
(c)Penalty for Failure to Pay Prevailing Wages. Consultant shall comply with
and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment
of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The
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.
01203.0006/873757.1 3
(d) Payroll Records. Consultant shall comply with and be bound by the
provisions of Labor Code Section 1776, which requires Consultant and each subconsultant to:
keep accurate payroll records and verify such records in writing under penalty of perjury, as
specified in Section 1776; certify and make such payroll records available for inspection as
provided by Section 1776; and inform the City of the location of the records.
(e) Apprentices. Consultant shall comply with and be bound by the provisions
of Labor Code Sections 1777.5, 1777.6, and 1777.7 and California Code of Regulations Title 8,
Section 200 et seq. concerning the employment of apprentices on public works projects.
Consultant shall be responsible for compliance with these aforementioned Sections for all
apprenticeable occupations. Prior to commencing work under this Agreement, Consultant shall
provide City with a copy of the information submitted to any applicable apprenticeship program.
Within 60 (sixty) days after concluding work pursuant to this Agreement, Consultant and each of
its subconsultants shall submit to the City a verified statement of the journeyman and apprentice
hours performed under this Agreement.
(f) Eight-Hour Work Day. Consultant acknowledges that 8 (eight) hours labor
constitutes a legal day's work. Consultant shall comply with and be bound by Labor Code
Section 1810.
(g) Penalties for Excess Hours. Consultant shall comply with and be bound by
the provisions of Labor Code Section 1813 concerning penalties for workers who work excess
hours. The Consultant shall, as a penalty to the City, forfeit $25 (twenty five dollars for each
worker employed in the performance of this Agreement by the Consultant or by any
subcontractor for each calendar day during which such worker is required or permitted to work
more than 8 (eight) hours in any one calendar day and 40 (forty) hours in any one calendar week
in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code.
Pursuant to Labor Code section 1815, work performed by employees of Consultant in excess of 8
(eight) hours per day, and 40 (forty) hours during any one week shall be permitted upon public
work upon compensation for all hours worked in excess of 8 hours per day at not less than one
and 1½ (one and one half) times the basic rate of pay.
(h) Workers’ Compensation. California Labor Code Sections 1860 and 3700
provide that every employer will be required to secure the payment of compensation to its
employees if it has employees. In accordance with the provisions of California Labor Code
Section 1861, Consultant certifies as follows:
“I am aware of the provisions of Section 3700 of the Labor Code which require
every employer to be insured against liability for workers' compensation or to
undertake self-insurance in accordance with the provisions of that code, and I will
comply with such provisions before commencing the performance of the work of
this contract.”
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 cl~
01203.0006/873757.1 4
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.
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
01203.0006/873757.1 5
out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible
for the service of the other.
1.9 Additional Services.
City shall have the right at any time during the performance of the services, without
invalidating this Agreement, to order extra work beyond that specified in the Scope of Services
or make changes by altering, adding to or deducting from said work. No such extra work may be
undertaken unless a written Change Order is first given by the Contract Officer to the Consultant,
incorporating therein any adjustment in (i) the Contract Sum for the actual costs of the extra
work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the
written approval of the Consultant. Any increase in compensation of up to 15% (fifteen percent)
of the Contract Sum; or, in the time to perform of up to 90 (ninety) days, may be approved by the
Contract Officer through a written Change Order. Any greater increases, taken either separately
or cumulatively, must be approved by the City Council. It is expressly understood by Consultant
that the provisions of this Section shall not apply to services specifically set forth in the Scope of
Services. Consultant hereby acknowledges that it accepts the risk that the services to be provided
pursuant to the Scope of Services may be more costly or time consuming than Consultant
anticipates and that Consultant shall not be entitled to additional compensation therefor. City
may in its sole and absolute discretion have similar work done by other Consultants. No claims
for an increase in the Contract Sum or time for performance shall be valid unless the procedures
established in this Section are followed.
If in the performance of the contract scope, the Consultant becomes aware of material defects in
the scope, duration or span of the contract or the Consultant becomes aware of extenuating
circumstance that will or could prevent the completion of the contract, on time or on budget, the
Consultant shall inform the Contracting Officer of an anticipated Change Order. This proposed
change order will stipulate, the facts surrounding the issue, proposed solutions, proposed costs
and proposed schedule impacts.
1.10 Special Requirements.
Additional terms and conditions of this Agreement, if any, which are made a part hereof
are set forth in the “Special Requirements” attached hereto as Exhibit “B” and incorporated
herein by this reference. In the event of a conflict between the provisions of Exhibit “B” and any
other provisions of this Agreement, the provisions of Exhibit “B” shall govern.
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 $300,000 (Three Hundred Thousand Dollars) (the “Contract
Sum”), unless additional compensation is approved pursuant to Section 1.9. Annual
compensation shall not exceed $60,000 (Sixty Thousand Dollars).
01203.0006/873757.1 6
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.
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.
01203.0006/873757.1 7
2.5 Waiver.
Payment to Consultant for work performed pursuant to this Agreement shall not be
deemed to waive any defects in work performed by Consultant.
ARTICLE 3. PERFORMANCE SCHEDULE
3.1 Time of Essence.
Time is of the essence in the performance of this Agreement.
3.2 Schedule of Performance.
Consultant shall commence the services pursuant to this Agreement upon receipt of a
written notice to proceed and shall perform all services within the time period(s) established in
the “Schedule of Performance” attached hereto as Exhibit “D” and incorporated herein by this
reference. When requested by the Consultant, extensions to the time period(s) specified in the
Schedule of Performance may be approved in writing by the Contract Officer through a Change
Order, but not exceeding 60 (sixty) days cumulatively.
3.3 Force Majeure.
The time period(s) specified in the Schedule of Performance for performance of the
services rendered pursuant to this Agreement shall be extended because of any delays due to
unforeseeable causes beyond the control and without the fault or negligence of the Consultant,
including, but not restricted to, acts of God or of the public enemy, unusually severe weather,
fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes,
wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant
shall within 10 (ten) days of the commencement of such delay notify the Contract Officer in
writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of
delay, and extend the time for performing the services for the period of the enforced delay when
and if in the judgment of the Contract Officer such delay is justified. The Contract Officer’s
determination shall be final and conclusive upon the parties to this Agreement. In no event shall
Consultant be entitled to recover damages against the City for any delay in the performance of
this Agreement, however caused, Consultant’s sole remedy being extension of the Agreement
pursuant to this Section.
3.4 Term & Extended Term.
Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement
shall continue in full force and effect until completion of the services but not exceeding five (5)
years from date hereof, except as otherwise provided in the Schedule of Performance (Exhibit
“D”).
01203.0006/873757.1 8
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:
Allan Rigg Principal
(Name) (Title)
It is expressly understood that the experience, knowledge, capability and reputation of the
foregoing principals were a substantial inducement for City to enter into this Agreement.
Therefore, the foregoing principals shall be responsible during the term of this Agreement for
directing all activities of Consultant and devoting sufficient time to personally supervise the
services hereunder. All personnel of Consultant, and any authorized agents, shall at all times be
under the exclusive direction and control of the Principals. For purposes of this Agreement, the
foregoing Principals may not be replaced nor may their responsibilities be substantially reduced
by Consultant without the express written approval of City. Additionally, Consultant shall utilize
only the personnel included in the Proposal to perform services pursuant to this Agreement.
Consultant shall make every reasonable effort to maintain the stability and continuity of
Consultant’s staff and subcontractors, if any, assigned to perform the services required under this
Agreement. Consultant shall notify City of any changes in Consultant’s staff and subcontractors,
if any, assigned to perform the services required under this Agreement, prior to and during any
such performance. City shall have the right to approve or reject any proposed replacement
personnel, which approval shall not be unreasonably withheld.
4.2 Status of Consultant.
Consultant shall have no authority to bind City in any manner, or to incur any obligation,
debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless
such authority is expressly conferred under this Agreement or is otherwise expressly conferred in
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 Ron Dragoo, Principal Engineer, 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.
01203.0006/873757.1 9
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.
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
01203.0006/873757.1 10
injury, personal injury, and property damage. The policy must include contractual liability that
has not been amended. Any endorsement restricting standard ISO “insured contract” language
will not be accepted.
(b)Automobile liability insurance. Consultant shall maintain automobile
insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury
and property damage for all activities of the Consultant arising out of or in connection with
Services to be performed under this Agreement, including coverage for any owned, hired, non-
owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each
accident.
(c)Professional liability (errors & omissions) insurance. Consultant shall
maintain professional liability insurance that covers the Services to be performed in connection
with this Agreement, in the minimum amount of $1,000,000 per claim and in the aggregate. Any
policy inception date, continuity date, or retroactive date must be before the effective date of this
Agreement and Consultant agrees to maintain continuous coverage through a period no less than
three (3) years after completion of the services required by this Agreement.
(d) Workers’ compensation insurance. Consultant shall maintain Workers’
Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at
least $1,000,000).
(e)Subcontractors. Consultant shall include all subcontractors as insureds
under its policies or shall furnish separate certificates and certified endorsements for each
subcontractor. All coverages for subcontractors shall include all of the requirements stated
herein.
(f)Additional Insurance. Policies of such other insurance, as may be required
in the Special Requirements in Exhibit “B”.
5.2 General Insurance Requirements.
(a)Proof of insurance. Consultant shall provide certificates of insurance to
City as evidence of the insurance coverage required herein, along with a waiver of subrogation
endorsement for workers’ compensation. Insurance certificates and endorsements must be
approved by City’s Risk Manager prior to commencement of performance. Current certification
of insurance shall be kept on file with City at all times during the term of this Agreement. City
reserves the right to require complete, certified copies of all required insurance policies, at any
time.
(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
01203.0006/873757.1 11
to contribute with it. The limits of insurance required herein may be satisfied by a combination
of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or
be endorsed to contain a provision that such coverage shall also apply on a primary and non-
contributory basis for the benefit of City before the City’s own insurance or self-insurance shall
be called upon to protect it as a named insured.
(d)City’s rights of enforcement. In the event any policy of insurance required
under this Agreement does not comply with these specifications or is canceled and not replaced,
City has the right but not the duty to obtain and continuously maintain the insurance it deems
necessary and any premium paid by City will be promptly reimbursed by Consultant or City will
withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City
may cancel this Agreement.
(e)Acceptable insurers. All insurance policies shall be issued by an insurance
company currently authorized by the Insurance Commissioner to transact business of insurance
or that is on the List of Approved Surplus Line Insurers in the State of California, with an
assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VI (or larger)
in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by
the City’s Risk Manager.
(f)Waiver of subrogation. All insurance coverage maintained or procured
pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or
appointed officers, agents, officials, employees and volunteers or shall specifically allow
Consultant or others providing insurance evidence in compliance with these specifications to
waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery
against City, and shall require similar written express waivers and insurance clauses from each of
its subconsultants.
(g)Enforcement of contract provisions (non-estoppel). Consultant
acknowledges and agrees that any actual or alleged failure on the part of the City to inform
Consultant of non-compliance with any requirement imposes no additional obligations on the
City nor does it waive any rights hereunder.
(h)Requirements not limiting. Requirements of specific coverage features or
limits contained in this section are not intended as a limitation on coverage, limits or other
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.
01203.0006/873757.1 12
(j)Additional insured status. General liability policies shall provide or be
endorsed to provide that City and its officers, officials, employees, and agents, and volunteers
shall be additional insureds under such policies. This provision shall also apply to any
excess/umbrella liability policies.
(k) Prohibition of undisclosed coverage limitations. None of the coverages
required herein will be in compliance with these requirements if they include any limiting
endorsement of any kind that has not been first submitted to City and approved of in writing.
(l)Separation of insureds. A severability of interests provision must apply for
all additional insureds ensuring that Consultant’s insurance shall apply separately to each insured
against whom claim is made or suit is brought, except with respect to the insurer’s limits of
liability. The policy(ies) shall not contain any cross-liability exclusions.
(m)Pass through clause. Consultant agrees to ensure that its subconsultants,
subcontractors, and any other party involved with the project who is brought onto or involved in
the project by Consultant, provide the same minimum insurance coverage and endorsements
required of Consultant. Consultant agrees to monitor and review all such coverage and assumes
all responsibility for ensuring that such coverage is provided in conformity with the requirements
of this section. Consultant agrees that upon request, all agreements with consultants,
subcontractors, and others engaged in the project will be submitted to City for review.
(n) Agency’s right to revise specifications. The City reserves the right at any
time during the term of the contract to change the amounts and types of insurance required by
giving the Consultant 90 (ninety) days advance written notice of such change. If such change
results in substantial additional cost to the Consultant, the City and Consultant may renegotiate
Consultant’s compensation.
(o)Self-insured retentions. Any self-insured retentions must be declared to
and approved by City. City reserves the right to require that self-insured retentions be eliminated,
lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these
specifications unless approved by City.
(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,
01203.0006/873757.1 13
administrative, arbitration or regulatory claims, damages to persons or property, losses, costs,
penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein “claims
or liabilities”) that may be asserted or claimed by any person, firm or entity arising out of or in
connection with the negligent performance of the work, operations or activities provided herein
of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or
entity for which Consultant is legally liable (“indemnitors”), or arising from Consultant’s or
indemnitors’ reckless or willful misconduct, or arising from Consultant’s or indemnitors’
negligent performance of or failure to perform any term, provision, covenant or condition of this
Agreement, and in connection therewith:
(a)Consultant will defend any action or actions filed in connection with any
of said claims or liabilities and will pay all costs and expenses, including legal costs and
attorneys’ fees incurred in connection therewith;
(b) Consultant will promptly pay any judgment rendered against the City, its
officers, agents or employees for any such claims or liabilities arising out of or in connection
with the negligent performance of or failure to perform such work, operations or activities of
Consultant hereunder; and Consultant agrees to save and hold the City, its officers, agents, and
employees harmless therefrom;
(c)In the event the City, its officers, agents or employees is made a party to
any action or proceeding filed or prosecuted against Consultant for such damages or other claims
arising out of or in connection with the negligent performance of or failure to perform the work,
operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers,
agents or employees, any and all costs and expenses incurred by the City, its officers, agents or
employees in such action or proceeding, including but not limited to, legal costs and attorneys’
fees.
Consultant shall incorporate similar indemnity agreements with its subcontractors and if
it fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and
failure of City to monitor compliance with these provisions shall not be a waiver hereof. This
indemnification includes claims or liabilities arising from any negligent or wrongful act, error or
omission, or reckless or willful misconduct of Consultant in the performance of professional
services hereunder. The provisions of this Section do not apply to claims or liabilities occurring
as a result of City’s sole negligence or willful acts or omissions, but, to the fullest extent
permitted by law, shall apply to claims and liabilities resulting in part from City’s negligence,
except that design professionals’ indemnity hereunder shall be limited to claims and liabilities
arising out of the negligence, recklessness or willful misconduct of the design professional. The
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
01203.0006/873757.1 14
disbursements charged to City and services performed hereunder (the “books and records”), as
shall be necessary to perform the services required by this Agreement and enable the Contract
Officer to evaluate the performance of such services. Any and all such documents shall be
maintained in accordance with generally accepted accounting principles and shall be complete
and detailed. The Contract Officer shall have full and free access to such books and records at all
times during normal business hours of City, including the right to inspect, copy, audit and make
records and transcripts from such records. Such records shall be maintained for a period of three
(3)years following completion of the services hereunder, and the City shall have access to such
records in the event any audit is required. In the event of dissolution of Consultant’s business,
custody of the books and records may be given to City, and access shall be provided by
Consultant’s successor in interest. Notwithstanding the above, the Consultant shall fully
cooperate with the City in providing access to the books and records if a public records request is
made and disclosure is required by law including but not limited to the California Public Records
Act.
6.2 Reports.
Consultant shall periodically prepare and submit to the Contract Officer such reports
concerning the performance of the services required by this Agreement as the Contract Officer
shall require. Consultant hereby acknowledges that the City is greatly concerned about the cost
of work and services to be performed pursuant to this Agreement. For this reason, Consultant
agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that
may or will materially increase or decrease the cost of the work or services contemplated herein
or, if Consultant is providing design services, the cost of the project being designed, Consultant
shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the
estimated increased or decreased cost related thereto and, if Consultant is providing design
services, the estimated increased or decreased cost estimate for the project being designed.
6.3 Ownership of Documents.
All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes,
computer files, reports, records, documents and other materials (the “documents and materials”)
prepared by Consultant, its employees, subcontractors and agents in the performance of this
Agreement shall be the property of City and shall be delivered to City upon request of the
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
01203.0006/873757.1 15
and materials that may qualify as “works made for hire” as defined in 17 U.S.C. § 101, such
documents and materials are hereby deemed “works made for hire” for the City.
6.4 Confidentiality and Release of Information.
(a) All information gained or work product produced by Consultant in
performance of this Agreement shall be considered confidential, unless such information is in the
public domain or already known to Consultant. Consultant shall not release or disclose any such
information or work product to persons or entities other than City without prior written
authorization from the Contract Officer.
(b) Consultant, its officers, employees, agents or subcontractors, shall not,
without prior written authorization from the Contract Officer or unless requested by the City
Attorney, voluntarily provide documents, declarations, letters of support, testimony at
depositions, response to interrogatories or other information concerning the work performed
under this Agreement. Response to a subpoena or court order shall not be considered “voluntary”
provided Consultant gives City notice of such court order or subpoena.
(c) If Consultant, or any officer, employee, agent or subcontractor of
Consultant, provides any information or work product in violation of this Agreement, then City
shall have the right to reimbursement and indemnity from Consultant for any damages, costs and
fees, including attorney’s fees, caused by or incurred as a result of Consultant’s conduct.
(d) Consultant shall promptly notify City should Consultant, its officers,
employees, agents or subcontractors be served with any summons, complaint, subpoena, notice
of deposition, request for documents, interrogatories, request for admissions or other discovery
request, court order or subpoena from any party regarding this Agreement and the work
performed there under. City retains the right, but has no obligation, to represent Consultant or be
present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully
with City and to provide City with the opportunity to review any response to discovery requests
provided by Consultant. However, this right to review any such response does not imply or mean
the right by City to control, direct, or rewrite said response.
ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION
7.1 California Law.
This Agreement shall be interpreted, construed and governed both as to validity and to
performance of the parties in accordance with the laws of the State of California. Legal actions
concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be
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.
01203.0006/873757.1 16
7.2 Disputes; Default.
In the event that Consultant is in default under the terms of this Agreement, the City shall
not have any obligation or duty to continue compensating Consultant for any work performed
after the date of default. Instead, the City may give notice to Consultant of the default and the
reasons for the default. The notice shall include the timeframe in which Consultant may cure the
default. This timeframe is 15 (fifteen) days, but may be extended, though not reduced, if
circumstances warrant. During the period of time that Consultant is in default, the City shall hold
all invoices and shall, when the default is cured, proceed with payment on the invoices. In the
alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding
invoices during the period of default. If Consultant does not cure the default, the City may take
necessary steps to terminate this Agreement under this Article. Any failure on the part of the City
to give notice of the Consultant’s default shall not be deemed to result in a waiver of the City’s
legal rights or any rights arising out of any provision of this Agreement.
7.3 Retention of Funds.
Consultant hereby authorizes City to deduct from any amount payable to Consultant
(whether or not arising out of this Agreement) (i) any amounts the payment of which may be in
dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or
damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by
reason of Consultant’s acts or omissions in performing or failing to perform Consultant’s
obligation under this Agreement. In the event that any claim is made by a third party, the amount
or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear
to be the basis for a claim of lien, City may withhold from any payment due, without liability for
interest because of such withholding, an amount sufficient to cover such claim. The failure of
City to exercise such right to deduct or to withhold shall not, however, affect the obligations of
the Consultant to insure, indemnify, and protect City as elsewhere provided herein.
7.4 Waiver.
Waiver by any party to this Agreement of any term, condition, or covenant of this
Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any
party of any breach of the provisions of this Agreement shall not constitute a waiver of any other
provision or a waiver of any subsequent breach or violation of any provision of this Agreement.
Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of
the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by
a non-defaulting party on any default shall impair such right or remedy or be construed as a
waiver. Any waiver by either party of any default must be in writing and shall not be a waiver of
any other default concerning the same or any other provision of this Agreement.
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
01203.0006/873757.1 17
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
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
01203.0006/873757.1 18
action or proceeding, in addition to any other relief which may be granted, whether legal or
equitable, shall be entitled to reasonable attorney’s fees. Attorney’s fees shall include attorney’s
fees on any appeal, and in addition a party entitled to attorney’s fees shall be entitled to all other
reasonable costs for investigating such action, taking depositions and discovery and all other
necessary costs the court allows which are incurred in such litigation. All such fees shall be
deemed to have accrued on commencement of such action and shall be enforceable whether or
not such action is prosecuted to judgment.
ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
8.1 Non-liability of City Officers and Employees.
No officer or employee of the City shall be personally liable to the Consultant, or any
successor in interest, in the event of any default or breach by the City or for any amount which
may become due to the Consultant or to its successor, or for breach of any obligation of the
terms of this Agreement.
8.2 Conflict of Interest.
Consultant covenants that neither it, nor any officer or principal of its firm, has or shall
acquire any interest, directly or indirectly, which would conflict in any manner with the interests
of City or which would in any way hinder Consultant’s performance of services under this
Agreement. Consultant further covenants that in the performance of this Agreement, no person
having any such interest shall be employed by it as an officer, employee, agent or subcontractor
without the express written consent of the Contract Officer. Consultant agrees to at all times
avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City
in the performance of this Agreement.
No officer or employee of the City shall have any financial interest, direct or indirect, in
this Agreement nor shall any such officer or employee participate in any decision relating to the
Agreement which affects her/his financial interest or the financial interest of any corporation,
partnership or association in which (s)he is, directly or indirectly, interested, in violation of any
State statute or regulation. The Consultant warrants that it has not paid or given and will not pay
or give any third party any money or other consideration for obtaining this Agreement.
8.3 Covenant Against Discrimination.
Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons
claiming under or through them, that there shall be no discrimination against or segregation of,
any person or group of persons on account of race, color, creed, religion, sex, gender, sexual
orientation, marital status, national origin, ancestry or other protected class in the performance of
this Agreement. Consultant shall take affirmative action to insure that applicants are employed
and that employees are treated during employment without regard to their race, color, creed,
religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other
protected class.
01203.0006/873757.1 19
8.4 Unauthorized Aliens.
Consultant hereby promises and agrees to comply with all of the provisions of the Federal
Immigration and Nationality Act, 8 U.S.C. § 1101 et seq., as amended, and in connection
therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ
such unauthorized aliens for the performance of work and/or services covered by this
Agreement, and should any liability or sanctions be imposed against City for such use of
unauthorized aliens, Consultant hereby agrees to and shall reimburse City for the cost of all such
liabilities or sanctions imposed, together with any and all costs, including attorneys’ fees,
incurred by City.
ARTICLE 9. MISCELLANEOUS PROVISIONS
9.1 Notices.
Any notice, demand, request, document, consent, approval, or communication either
party desires or is required to give to the other party or any other person shall be in writing and
either served personally or sent by prepaid, first-class mail, in the case of the City, to the City
Manager and to the attention of the Contract Officer (with her/his name and City title), City of
Rancho Palos Verdes, 30940 Hawthorne Blvd., Rancho Palos Verdes, California 90275 and in
the case of the Consultant, to the person(s) at the address designated on the execution page of
this Agreement. Either party may change its address by notifying the other party of the change of
address in writing. Notice shall be deemed communicated at the time personally delivered or in
72 (seventy two) hours from the time of mailing if mailed as provided in this section.
9.2 Interpretation.
The terms of this Agreement shall be construed in accordance with the meaning of the
language used and shall not be construed for or against either party by reason of the authorship
of this Agreement or any other rule of construction which might otherwise apply.
9.3 Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed to be an
original, and such counterparts shall constitute one and the same instrument.
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.
01203.0006/873757.1 20
9.5 Severability.
In the event that any one or more of the phrases, sentences, clauses, paragraphs, or
sections contained in this Agreement shall be declared invalid or unenforceable by a valid
judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall
not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this
Agreement which are hereby declared as severable and shall be interpreted to carry out the intent
of the parties hereunder unless the invalid provision is so material that its invalidity deprives
either party of the basic benefit of their bargain or renders this Agreement meaningless.
9.6 Warranty & Representation of Non-Collusion.
No official, officer, or employee of City has any financial interest, direct or indirect, in
this Agreement, nor shall any official, officer, or employee of City participate in any decision
relating to this Agreement which may affect his/her financial interest or the financial interest of
any corporation, partnership, or association in which (s)he is directly or indirectly interested, or
in violation of any corporation, partnership, or association in which (s)he is directly or indirectly
interested, or in violation of any State or municipal statute or regulation. The determination of
“financial interest” shall be consistent with State law and shall not include interests found to be
“remote” or “noninterests” pursuant to Government Code Sections 1091 or 1091.5. Consultant
warrants and represents that it has not paid or given, and will not pay or give, to any third party
including, but not limited to, any City official, officer, or employee, any money, consideration,
or other thing of value as a result or consequence of obtaining or being awarded any agreement.
Consultant further warrants and represents that (s)he/it has not engaged in any act(s),
omission(s), or other conduct or collusion that would result in the payment of any money,
consideration, or other thing of value to any third party including, but not limited to, any City
official, officer, or employee, as a result of consequence of obtaining or being awarded any
agreement. Consultant is aware of and understands that any such act(s), omission(s) or other
conduct resulting in such payment of money, consideration, or other thing of value will render
this Agreement void and of no force or effect.
Consultant’s Authorized Initials _______
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]
01203.0006/873757.1 21
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date and year first-above written.
CITY:
CITY OF RANCHO PALOS VERDES, a
municipal corporation
Barbara Ferraro, Mayor
ATTEST:
Teresa Takaoka, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
William W. Wynder, City Attorney
CONSULTANT:
RIGG CONSULTING INC., a California
corporation
By:
Name: Harold Allan Rigg
Title: Chief Executive Officer
By:
Name: Ana Romero-Rigg
Title: Chief Financial Officer
Address: 6415 Via Canada
Rancho Palos Verdes, CA 90275
Two corporate officer signatures required when Consultant is a corporation, with one signature required
from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2)
Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT’S
SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE
INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR
OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT’S BUSINESS ENTITY.
01203.0006/873757.1
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.
□ □
□ □ □ □ □ □
□
01203.0006/873757.1
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.
□ □
□ □ □ □ □ □
□
01203.0006/873757.1 A-1
EXHIBIT “A”
SCOPE OF SERVICES
I.Consultant will provide on-call construction document review and civil design and
engineering services (“Services”).
Depending on the needs of each individual project, the Services may include, but are not
limited to, engineering review, program development, plan checking, NPDES review,
staff augmentation for the Public Works Department, project and construction
management, preparation and review of project design-construction documents, plans,
specifications, and designs, consultant coordination, quality control, and related services.
II.The Consultant has been selected to provide the Services which will be readily
available when needed for the fixed rates set forth in Exhibit C. However, before
any work is performed, the Consultant must provide a specific written Task
Proposal for any requested Services and get written approval of the terms of the
Task Proposal from the City, as such process is more fully described in the Work
Request Procedure below in Section III. Unless specifically defined, each category or
type of work listed in Exhibit C-1 shall be construed broadly to include all services
customarily described under such category or type.
III.Work Request Procedure
A.Each task to be performed shall be set forth in a written or verbal request
(“Request”) produced by the Contract Officer with a description of the work to
be performed, and the time desired for completion. All tasks shall be carried out
in conformity with all provisions of this Agreement.
B.Following receipt of the Request, the Consultant shall prepare a “Task Proposal”
that includes the following components:
(1)a written description of the requested task (“Task Description”) including
all components and subtasks, and including any clarifications of the
descriptions provided in the Request;
(2)the costs to perform the task (“Task Budget”);
(3)an explanation of how the cost was determined; and
(4)a schedule for completion of the task (“Task Completion Schedule”),
including a final completion date (“Task Completion Date”).
C.Contract Officer shall approve, modify, or reject the Task Proposal in writing, and
issue a Notice to Proceed when a written agreement has been reached on the Task
Proposal.
D.The task shall be performed at a cost not exceeding the Task Budget.
01203.0006/873757.1 A-2
E. Consultant shall complete the task and deliver all deliverables to Contract Officer
by the Task Completion Date and in accordance with the Task Completion
Schedule.
IV. Consultant acknowledges that City has no obligation to request work from
Consultant under this Agreement. City may establish a rotation schedule with
multiple consultants, and may seek competing Task Proposals.
V. In addition to the requirements in Section 6.2, during performance of the Services,
Consultant will keep the City appraised of the status of performance by delivering
the following status reports:
A. Consultant shall provide to City a weekly written summary of progress on all
approved Tasks Proposals for services lasting longer than one week.
VI. 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.
VII. Consultant will utilize the following personnel to accomplish the Services:
A. Allan Rigg
01203.0006/873757.1 B-1
EXHIBIT “B”
SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
Added text indicated in bold italics, deleted text indicated in strikethrough.
[INTENTIONALLY LEFT BLANK}
01203.0006/873757.1 C-1
EXHIBIT “C”
SCHEDULE OF COMPENSATION
I.Consultant shall perform the on-call services at the rate of $140 per hour, or for
large tasks can provide a lump sum proposal, which the City, in its discretion, may
or may not accept.
II.Within the budgeted amounts for each task in the Task Budget, and with the
approval of the Contract Officer, funds may be shifted from one Task subbudget to
another so long as the Task Budget is not exceeded.
III.The City will compensate Consultant for the Services performed upon submission of
a valid invoice. Each invoice shall be accompanied by all Task Proposals for which
Consulting is requesting compensation. Each invoice is to include:
A.Line items for all personnel describing the work performed, the number of hours
worked, and the hourly rate.
B.Line items for all materials and equipment properly charged to the Services.
C.Line items for all other approved reimbursable expenses claimed, with supporting
documentation.
D.Line items for all approved subcontractor labor, supplies, equipment, materials,
and travel properly charged to the Services.
IV.The total compensation for the Services shall not exceed the Contract Sum as
provided in Section 2.1 of this Agreement.
V.The Consultant’s billing rates for all personnel are attached as Exhibit C-1. N/A.
01203.0006/873757.1 D-1
EXHIBIT “D
SCHEDULE OF PERFORMANCE
I.Consultant shall complete each Task no later than the Task Completion Date set in
the Task Proposal and shall not receive additional compensation for work
completed after the Task Completion Date.
II.The Contract Officer may approve extensions for performance of the services in
accordance with Section 3.2. Any further extensions require City Council approval.
01203.0006/899547.2 1
PROFESSIONAL SERVICES AGREEMENT
By and Between
CITY OF RANCHO PALOS VERDES
and
SUNBEAM TECHNOLOGIES, INC. dba SUNBEAM CONSULTING
P
01203.0006/899547.2
AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF RANCHO PALOS VERDES AND
SUNBEAM CONSULTING
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 SUNBEAM TECHNOLOGIES, INC., dba
SUNBEAM CONSULTING, a California corporation (“Consultant”). City and Consultant may
be referred to, individually or collectively, as “Party” or “Parties.”
RECITALS
A. City has sought, by issuance of a Request for Proposals, the performance of the
services defined and described particularly in Article 1 of this Agreement.
B. Consultant, following submission of a proposal for the performance of the
services defined and described particularly in Article 1 of this Agreement, was selected by the
City to perform those services.
C. Pursuant to the City of Rancho Palos Verdes Municipal Code, City has authority
to enter into and execute this Agreement.
D. The Parties desire to formalize the selection of Consultant for performance of
those services defined and described particularly in Article 1 of this Agreement and desire that
the terms of that performance be as particularly defined and described herein.
OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants made by
the Parties and contained herein and other consideration, the value and adequacy of which are
hereby acknowledged, the parties agree as follows:
ARTICLE 1. SERVICES OF CONSULTANT
1.1 Scope of Services.
In compliance with all terms and conditions of this Agreement, the Consultant shall
provide those services specified in the “Scope of Services”, as stated in the Proposal, attached
hereto as Exhibit “A” and incorporated herein by this reference, which may be referred to herein
as the “services” or “work” hereunder. As a material inducement to the City entering into this
Agreement, Consultant represents and warrants that it has the qualifications, experience, and
facilities necessary to properly perform the services required under this Agreement in a thorough,
competent, and professional manner, and is experienced in performing the work and services
contemplated herein. Consultant shall at all times faithfully, competently and to the best of its
ability, experience and talent, perform all services described herein. Consultant covenants that it
shall follow the highest professional standards in performing the work and services required
hereunder and that all materials will be both of good quality as well as fit for the purpose
01203.0006/899547.2 2
intended. For purposes of this Agreement, the phrase “highest professional standards” shall mean
those standards of practice recognized by one or more first-class firms performing similar work
under similar circumstances.
1.2 Consultant’s Proposal.
The Scope of Service shall include the Consultant’s Proposal which shall be incorporated
herein by this reference as though fully set forth herein. In the event of any inconsistency
between the terms of such Proposal and this Agreement, the terms of this Agreement shall
govern.
1.3 Compliance with Law.
Consultant shall keep itself informed concerning, and shall render all services hereunder
in accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and
any Federal, State or local governmental entity having jurisdiction in effect at the time service is
rendered.
1.4 California Labor Law.
If the Scope of Services includes any “public work” or “maintenance work,” as those
terms are defined in California Labor Code section 1720 et seq. and California Code of
Regulations, Title 8, Section 16000 et seq., and if the total compensation is $1,000 or more,
Consultant shall pay prevailing wages for such work and comply with the requirements in
California Labor Code section 1770 et seq. and 1810 et seq., and all other applicable laws,
including the following requirements:
(a)Public Work. The Parties acknowledge that some or all of the work to be
performed under this Agreement is a “public work” as defined in Labor Code Section 1720 and
that this Agreement is therefore subject to the requirements of Division 2, Part 7, Chapter 1
(commencing with Section 1720) of the California Labor Code relating to public works contracts
and the rules and regulations established by the Department of Industrial Relations (“DIR”)
implementing such statutes. The work performed under this Agreement is subject to compliance
monitoring and enforcement by the DIR. Consultant shall post job site notices, as prescribed by
regulation.
(b)Prevailing Wages. Consultant shall pay prevailing wages to the extent
required by Labor Code Section 1771. Pursuant to Labor Code Section 1773.2, copies of the
prevailing rate of per diem wages are on file at City Hall and will be made available to any
interested party on request. By initiating any work under this Agreement, Consultant
acknowledges receipt of a copy of the DIR determination of the prevailing rate of per diem
wages, and Consultant shall post a copy of the same at each job site where work is performed
under this Agreement.
(c)Penalty for Failure to Pay Prevailing Wages. Consultant shall comply with
and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment
of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The
01203.0006/899547.2 3
Consultant shall, as a penalty to the City, forfeit $200 (two hundred dollars) for each calendar
day, or portion thereof, for each worker paid less than the prevailing rates as determined by the
DIR for the work or craft in which the worker is employed for any public work done pursuant to
this Agreement by Consultant or by any subcontractor.
(d) Payroll Records. Consultant shall comply with and be bound by the
provisions of Labor Code Section 1776, which requires Consultant and each subconsultant to:
keep accurate payroll records and verify such records in writing under penalty of perjury, as
specified in Section 1776; certify and make such payroll records available for inspection as
provided by Section 1776; and inform the City of the location of the records.
(e) Apprentices. Consultant shall comply with and be bound by the provisions
of Labor Code Sections 1777.5, 1777.6, and 1777.7 and California Code of Regulations Title 8,
Section 200 et seq. concerning the employment of apprentices on public works projects.
Consultant shall be responsible for compliance with these aforementioned Sections for all
apprenticeable occupations. Prior to commencing work under this Agreement, Consultant shall
provide City with a copy of the information submitted to any applicable apprenticeship program.
Within 60 (sixty) days after concluding work pursuant to this Agreement, Consultant and each of
its subconsultants shall submit to the City a verified statement of the journeyman and apprentice
hours performed under this Agreement.
(f) Eight-Hour Work Day. Consultant acknowledges that 8 (eight) hours labor
constitutes a legal day's work. Consultant shall comply with and be bound by Labor Code
Section 1810.
(g) Penalties for Excess Hours. Consultant shall comply with and be bound by
the provisions of Labor Code Section 1813 concerning penalties for workers who work excess
hours. The Consultant shall, as a penalty to the City, forfeit $25 (twenty five dollars for each
worker employed in the performance of this Agreement by the Consultant or by any
subcontractor for each calendar day during which such worker is required or permitted to work
more than 8 (eight) hours in any one calendar day and 40 (forty) hours in any one calendar week
in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code.
Pursuant to Labor Code section 1815, work performed by employees of Consultant in excess of 8
(eight) hours per day, and 40 (forty) hours during any one week shall be permitted upon public
work upon compensation for all hours worked in excess of 8 hours per day at not less than one
and 1½ (one and one half) times the basic rate of pay.
(h) Workers’ Compensation. California Labor Code Sections 1860 and 3700
provide that every employer will be required to secure the payment of compensation to its
employees if it has employees. In accordance with the provisions of California Labor Code
Section 1861, Consultant certifies as follows:
“I am aware of the provisions of Section 3700 of the Labor Code which require
every employer to be insured against liability for workers' compensation or to
undertake self-insurance in accordance with the provisions of that code, and I will
comply with such provisions before commencing the performance of the work of
this contract.”
01203.0006/899547.2 4
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.
01203.0006/899547.2 5
1.8 Further Responsibilities of Parties.
Both parties agree to use reasonable care and diligence to perform their respective
obligations under this Agreement. Both parties agree to act in good faith to execute all
instruments, prepare all documents and take all actions as may be reasonably necessary to carry
out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible
for the service of the other.
1.9 Additional Services
City shall have the right at any time during the performance of the services, without
invalidating this Agreement, to order extra work beyond that specified in the Scope of Services
or make changes by altering, adding to or deducting from said work. No such extra work may be
undertaken unless a written Change Order is first given by the Contract Officer to the Consultant,
incorporating therein any adjustment in (i) the Contract Sum for the actual costs of the extra
work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the
written approval of the Consultant.
Any increase in compensation of up to 15% (fifteen percent) of the Contract Sum; or, in
the time to perform of up to 90 (ninety) days, may be approved by the Contract Officer through a
written Change Order. Any greater increases, taken either separately or cumulatively, must be
approved by the City Council. It is expressly understood by Consultant that the provisions of this
Section shall not apply to services specifically set forth in the Scope of Services. Consultant
hereby acknowledges that it accepts the risk that the services to be provided pursuant to the
Scope of Services may be more costly or time consuming than Consultant anticipates and that
Consultant shall not be entitled to additional compensation therefor. City may in its sole and
absolute discretion have similar work done by other Consultants. No claims for an increase in the
Contract Sum or time for performance shall be valid unless the procedures established in this
Section are followed.
If in the performance of the 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.
01203.0006/899547.2 6
ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.
2.1 Contract Sum.
Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the
amounts specified in the “Schedule of Compensation” attached hereto as Exhibit “C” and
incorporated herein by this reference. Total compensation for the entire Term shall be as follows,
unless additional compensation is approved pursuant to Section 1.9:
Compensation for FY 2023-24 shall not exceed $571,782 (Five Hundred Seventy One
Thousand Seven Hundred Eighty Two Dollars) (the “Contract Sum”).
Compensation for FY 2024-25 shall not exceed $600,371 (Six Hundred Thousand
Three Hundred Seventy One Dollars) (the “Contract Sum”).
Compensation for FY 2025-26 shall not exceed $630,390 (Six Hundred Thirty
Thousand Three Hundred and Ninety Dollars) (the “Contract Sum”).
Compensation for FY 2026-27 shall not exceed $661,910 (Six Hundred Sixty One
Thousand Nine Hundred and Ten Dollars) (the “Contract Sum”).
Compensation for FY 2027-28 shall not exceed $695,006 (Six Hundred Ninety Five
Thousand and Six Dollars) (the “Contract Sum”).
The total compensation for the entire Term of the Agreement is estimated as $3,159,459
(Three Million One Hundred Fifty-Nine Thousand Four Hundred and Fifty Nine 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
performance of sub tasks, and (b) the Contract Sum is not exceeded; or (iv) such other methods
as may be specified in the Schedule of Compensation.
(b) A retention of 10% shall be held from each payment as a contract retention to be
paid as part of the final payment upon satisfactory and timely completion of services. This
retention shall not apply for on-call agreements for continuous services or for agreements for
scheduled routine maintenance of City property or City facilities.
01203.0006/899547.2 7
2.3 Reimbursable Expenses.
Compensation may include reimbursement for actual and necessary expenditures for
reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in
advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5,
and only if specified in the Schedule of Compensation. The Contract Sum shall include the
attendance of Consultant at all project meetings reasonably deemed necessary by the City.
Coordination of the performance of the work with City is a critical component of the services. If
Consultant is required to attend additional meetings to facilitate such coordination, Consultant
shall not be entitled to any additional compensation for attending said meetings.
2.4 Invoices.
Each month Consultant shall furnish to City an original invoice, using the City template,
or in a format acceptable to the City, for all work performed and expenses incurred during the
preceding month in a form approved by City’s Director of Finance. By submitting an invoice for
payment under this Agreement, Consultant is certifying compliance with all provisions of the
Agreement. The invoice shall detail charges for all necessary and actual expenses by the
following categories: labor (by sub-category), travel, materials, equipment, supplies, and sub-
contractor contracts. Sub-contractor charges shall also be detailed by such categories. Consultant
shall not invoice City for any duplicate services performed by more than one person.
City shall independently review each invoice submitted by the Consultant to determine
whether the work performed and expenses incurred are in compliance with the provisions of this
Agreement. Except as to any charges for work performed or expenses incurred by Consultant
which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause
Consultant to be paid within 45 (forty-five) days of receipt of Consultant’s correct and
undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run
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.
01203.0006/899547.2 8
3.2 Schedule of Performance.
Consultant shall commence the services pursuant to this Agreement upon receipt of a
written notice to proceed and shall perform all services within the time period(s) established in
the “Schedule of Performance” attached hereto as Exhibit “D” and incorporated herein by this
reference. When requested by the Consultant, extensions to the time period(s) specified in the
Schedule of Performance may be approved in writing by the Contract Officer through a Change
Order, but not exceeding 60 (sixty) days cumulatively.
3.3 Force Majeure.
The time period(s) specified in the Schedule of Performance for performance of the
services rendered pursuant to this Agreement shall be extended because of any delays due to
unforeseeable causes beyond the control and without the fault or negligence of the Consultant,
including, but not restricted to, acts of God or of the public enemy, unusually severe weather,
fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes,
wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant
shall within 10 (ten) days of the commencement of such delay notify the Contract Officer in
writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of
delay, and extend the time for performing the services for the period of the enforced delay when
and if in the judgment of the Contract Officer such delay is justified. The Contract Officer’s
determination shall be final and conclusive upon the parties to this Agreement. In no event shall
Consultant be entitled to recover damages against the City for any delay in the performance of
this Agreement, however caused, Consultant’s sole remedy being extension of the Agreement
pursuant to this Section.
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 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:
Alan Braatvedt President
(Name) (Title)
Joe Van der Linden Project Manager
(Name) (Title)
01203.0006/899547.2 9
It is expressly understood that the experience, knowledge, capability and reputation of the
foregoing principals were a substantial inducement for City to enter into this Agreement.
Therefore, the foregoing principals shall be responsible during the term of this Agreement for
directing all activities of Consultant and devoting sufficient time to personally supervise the
services hereunder. All personnel of Consultant, and any authorized agents, shall at all times be
under the exclusive direction and control of the Principals. For purposes of this Agreement, the
foregoing Principals may not be replaced nor may their responsibilities be substantially reduced
by Consultant without the express written approval of City. Additionally, Consultant shall utilize
only the personnel included in the Proposal to perform services pursuant to this Agreement.
Consultant shall make every reasonable effort to maintain the stability and continuity of
Consultant’s staff and subcontractors, if any, assigned to perform the services required under this
Agreement. Consultant shall notify City of any changes in Consultant’s staff and subcontractors,
if any, assigned to perform the services required under this Agreement, prior to and during any
such performance. City shall have the right to approve or reject any proposed replacement
personnel, which approval shall not be unreasonably withheld.
4.2 Status of Consultant.
Consultant shall have no authority to bind City in any manner, or to incur any obligation,
debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless
such authority is expressly conferred under this Agreement or is otherwise expressly conferred in
writing by City. Consultant shall not at any time or in any manner represent that Consultant or
any of Consultant’s officers, employees, or agents are in any manner officials, officers,
employees or agents of City. Neither Consultant, nor any of Consultant’s officers, employees or
agents, shall obtain any rights to retirement, health care or any other benefits which may
otherwise accrue to City’s employees. Consultant expressly waives any claim Consultant may
have to any such rights.
4.3 Contract Officer.
The Contract Officer shall be 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
01203.0006/899547.2 10
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.
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.
01203.0006/899547.2 11
(c) Professional liability (errors & omissions) insurance. Consultant shall
maintain professional liability insurance that covers the Services to be performed in connection
with this Agreement, in the minimum amount of $1,000,000 per claim and in the aggregate. Any
policy inception date, continuity date, or retroactive date must be before the effective date of this
Agreement and Consultant agrees to maintain continuous coverage through a period no less than
three (3) years after completion of the services required by this Agreement.
(d) Workers’ compensation insurance. Consultant shall maintain Workers’
Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at
least $1,000,000).
(e) Subcontractors. Consultant shall include all subcontractors as insureds
under its policies or shall furnish separate certificates and certified endorsements for each
subcontractor. All coverages for subcontractors shall include all of the requirements stated
herein.
(f) Additional Insurance. Policies of such other insurance, as may be required
in the Special Requirements in Exhibit “B”.
5.2 General Insurance Requirements.
(a) Proof of insurance. Consultant shall provide certificates of insurance to
City as evidence of the insurance coverage required herein, along with a waiver of subrogation
endorsement for workers’ compensation. Insurance certificates and endorsements must be
approved by City’s Risk Manager prior to commencement of performance. Current certification
of insurance shall be kept on file with City at all times during the term of this Agreement. City
reserves the right to require complete, certified copies of all required insurance policies, at any
time.
(b) Duration of coverage. Consultant shall procure and maintain for the
duration of this Agreement insurance against claims for injuries to persons or damages to
property, which may arise from or in connection with the performance of the Services hereunder
by Consultant, its agents, representatives, employees or subconsultants.
(c) Primary/noncontributing. Coverage provided by Consultant shall be
primary and any insurance or self-insurance procured or maintained by City shall not be required
to contribute with it. The limits of insurance required herein may be satisfied by a combination
of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or
be endorsed to contain a provision that such coverage shall also apply on a primary and non-
contributory basis for the benefit of City before the City’s own insurance or self-insurance shall
be called upon to protect it as a named insured.
(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
01203.0006/899547.2 12
withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City
may cancel this Agreement.
(e) Acceptable insurers. All insurance policies shall be issued by an insurance
company currently authorized by the Insurance Commissioner to transact business of insurance
or that is on the List of Approved Surplus Line Insurers in the State of California, with an
assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VI (or larger)
in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by
the City’s Risk Manager.
(f) Waiver of subrogation. All insurance coverage maintained or procured
pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or
appointed officers, agents, officials, employees and volunteers or shall specifically allow
Consultant or others providing insurance evidence in compliance with these specifications to
waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery
against City, and shall require similar written express waivers and insurance clauses from each of
its subconsultants.
(g) Enforcement of contract provisions (non-estoppel). Consultant
acknowledges and agrees that any actual or alleged failure on the part of the City to inform
Consultant of non-compliance with any requirement imposes no additional obligations on the
City nor does it waive any rights hereunder.
(h) Requirements not limiting. Requirements of specific coverage features or
limits contained in this section are not intended as a limitation on coverage, limits or other
requirements, or a waiver of any coverage normally provided by any insurance. Specific
reference to a given coverage feature is for purposes of clarification only as it pertains to a given
issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other
coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums
shown above, the City requires and shall be entitled to coverage for the higher limits maintained
by the Consultant. Any available insurance proceeds in excess of the specified minimum limits
of insurance and coverage shall be available to the City.
(i) Notice of cancellation. Consultant agrees to oblige its insurance agent or
broker and insurers to provide to City with a 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.
01203.0006/899547.2 13
(l) Separation of insureds. A severability of interests provision must apply for
all additional insureds ensuring that Consultant’s insurance shall apply separately to each insured
against whom claim is made or suit is brought, except with respect to the insurer’s limits of
liability. The policy(ies) shall not contain any cross-liability exclusions.
(m) Pass through clause. Consultant agrees to ensure that its subconsultants,
subcontractors, and any other party involved with the project who is brought onto or involved in
the project by Consultant, provide the same minimum insurance coverage and endorsements
required of Consultant. Consultant agrees to monitor and review all such coverage and assumes
all responsibility for ensuring that such coverage is provided in conformity with the requirements
of this section. Consultant agrees that upon request, all agreements with consultants,
subcontractors, and others engaged in the project will be submitted to City for review.
(n) Agency’s right to revise specifications. The City reserves the right at any
time during the term of the contract to change the amounts and types of insurance required by
giving the Consultant 90 (ninety) days advance written notice of such change. If such change
results in substantial additional cost to the Consultant, the City and Consultant may renegotiate
Consultant’s compensation.
(o) Self-insured retentions. Any self-insured retentions must be declared to
and approved by City. City reserves the right to require that self-insured retentions be eliminated,
lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these
specifications unless approved by City.
(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:
01203.0006/899547.2 14
(a)Consultant will defend any action or actions filed in connection with any
of said claims or liabilities and will pay all costs and expenses, including legal costs and
attorneys’ fees incurred in connection therewith;
(b)Consultant will promptly pay any judgment rendered against the City, its
officers, agents or employees for any such claims or liabilities arising out of or in connection
with the negligent performance of or failure to perform such work, operations or activities of
Consultant hereunder; and Consultant agrees to save and hold the City, its officers, agents, and
employees harmless therefrom;
(c)In the event the City, its officers, agents or employees is made a party to
any action or proceeding filed or prosecuted against Consultant for such damages or other claims
arising out of or in connection with the negligent performance of or failure to perform the work,
operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers,
agents or employees, any and all costs and expenses incurred by the City, its officers, agents or
employees in such action or proceeding, including but not limited to, legal costs and attorneys’
fees.
Consultant shall incorporate similar indemnity agreements with its subcontractors and if
it fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and
failure of City to monitor compliance with these provisions shall not be a waiver hereof. This
indemnification includes claims or liabilities arising from any negligent or wrongful act, error or
omission, or reckless or willful misconduct of Consultant in the performance of professional
services hereunder. The provisions of this Section do not apply to claims or liabilities occurring
as a result of City’s sole negligence or willful acts or omissions, but, to the fullest extent
permitted by law, shall apply to claims and liabilities resulting in part from City’s negligence,
except that design professionals’ indemnity hereunder shall be limited to claims and liabilities
arising out of the negligence, recklessness or willful misconduct of the design professional. The
indemnity obligation shall be binding on successors and assigns of Consultant and shall survive
termination of this Agreement.
ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION
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
01203.0006/899547.2 15
Consultant’s successor in interest. Notwithstanding the above, the Consultant shall fully
cooperate with the City in providing access to the books and records if a public records request is
made and disclosure is required by law including but not limited to the California Public Records
Act.
6.2 Reports.
Consultant shall periodically prepare and submit to the Contract Officer such reports
concerning the performance of the services required by this Agreement as the Contract Officer
shall require. Consultant hereby acknowledges that the City is greatly concerned about the cost
of work and services to be performed pursuant to this Agreement. For this reason, Consultant
agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that
may or will materially increase or decrease the cost of the work or services contemplated herein
or, if Consultant is providing design services, the cost of the project being designed, Consultant
shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the
estimated increased or decreased cost related thereto and, if Consultant is providing design
services, the estimated increased or decreased cost estimate for the project being designed.
6.3 Ownership of Documents.
All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes,
computer files, reports, records, documents and other materials (the “documents and materials”)
prepared by Consultant, its employees, subcontractors and agents in the performance of this
Agreement shall be the property of City and shall be delivered to City upon request of the
Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim
for further employment or additional compensation as a result of the exercise by City of its full
rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any
use, reuse or assignment of such completed documents for other projects and/or use of
uncompleted documents without specific written authorization by the Consultant will be at the
City’s sole risk and without liability to Consultant, and Consultant’s guarantee and warranties
shall not extend to such use, reuse or assignment. Consultant may retain copies of such
documents for its own use. Consultant shall have the right to use the concepts embodied therein.
All subcontractors shall provide for assignment to City of any documents or materials prepared
by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify
City for all damages resulting therefrom. Moreover, Consultant with respect to any documents
and materials that may qualify as “works made for hire” as defined in 17 U.S.C. § 101, such
documents and materials are hereby deemed “works made for hire” for the City.
6.4 Confidentiality and Release of Information.
(a) All information gained or work product produced by Consultant in
performance of this Agreement shall be considered confidential, unless such information is in the
public domain or already known to Consultant. Consultant shall not release or disclose any such
information or work product to persons or entities other than City without prior written
authorization from the Contract Officer.
01203.0006/899547.2 16
(b) Consultant, its officers, employees, agents or subcontractors, shall not,
without prior written authorization from the Contract Officer or unless requested by the City
Attorney, voluntarily provide documents, declarations, letters of support, testimony at
depositions, response to interrogatories or other information concerning the work performed
under this Agreement. Response to a subpoena or court order shall not be considered “voluntary”
provided Consultant gives City notice of such court order or subpoena.
(c) If Consultant, or any officer, employee, agent or subcontractor of
Consultant, provides any information or work product in violation of this Agreement, then City
shall have the right to reimbursement and indemnity from Consultant for any damages, costs and
fees, including attorney’s fees, caused by or incurred as a result of Consultant’s conduct.
(d) Consultant shall promptly notify City should Consultant, its officers,
employees, agents or subcontractors be served with any summons, complaint, subpoena, notice
of deposition, request for documents, interrogatories, request for admissions or other discovery
request, court order or subpoena from any party regarding this Agreement and the work
performed there under. City retains the right, but has no obligation, to represent Consultant or be
present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully
with City and to provide City with the opportunity to review any response to discovery requests
provided by Consultant. However, this right to review any such response does not imply or mean
the right by City to control, direct, or rewrite said response.
ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION
7.1 California Law.
This Agreement shall be interpreted, construed and governed both as to validity and to
performance of the parties in accordance with the laws of the State of California. Legal actions
concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be
instituted in the Superior Court of the County of Los Angeles, State of California, or any other
appropriate court in such county, and Consultant covenants and agrees to submit to the personal
jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District
Court, venue shall lie exclusively in the Central District of California, in the County of Los
Angeles, State of California.
7.2 Disputes; Default.
In the event that Consultant is in default under the terms of this Agreement, the City shall
not have any obligation or duty to continue compensating Consultant for any work performed
after the date of default. Instead, the City may give notice to Consultant of the default and the
reasons for the default. The notice shall include the timeframe in which Consultant may cure the
default. This timeframe is 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
01203.0006/899547.2 17
to give notice of the Consultant’s default shall not be deemed to result in a waiver of the City’s
legal rights or any rights arising out of any provision of this Agreement.
7.3 Retention of Funds.
Consultant hereby authorizes City to deduct from any amount payable to Consultant
(whether or not arising out of this Agreement) (i) any amounts the payment of which may be in
dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or
damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by
reason of Consultant’s acts or omissions in performing or failing to perform Consultant’s
obligation under this Agreement. In the event that any claim is made by a third party, the amount
or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear
to be the basis for a claim of lien, City may withhold from any payment due, without liability for
interest because of such withholding, an amount sufficient to cover such claim. The failure of
City to exercise such right to deduct or to withhold shall not, however, affect the obligations of
the Consultant to insure, indemnify, and protect City as elsewhere provided herein.
7.4 Waiver.
Waiver by any party to this Agreement of any term, condition, or covenant of this
Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any
party of any breach of the provisions of this Agreement shall not constitute a waiver of any other
provision or a waiver of any subsequent breach or violation of any provision of this Agreement.
Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of
the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by
a non-defaulting party on any default shall impair such right or remedy or be construed as a
waiver. Any waiver by either party of any default must be in writing and shall not be a waiver of
any other default concerning the same or any other provision of this Agreement.
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.
01203.0006/899547.2 18
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
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.
01203.0006/899547.2 19
ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
8.1 Non-liability of City Officers and Employees.
No officer or employee of the City shall be personally liable to the Consultant, or any
successor in interest, in the event of any default or breach by the City or for any amount which
may become due to the Consultant or to its successor, or for breach of any obligation of the
terms of this Agreement.
8.2 Conflict of Interest.
Consultant covenants that neither it, nor any officer or principal of its firm, has or shall
acquire any interest, directly or indirectly, which would conflict in any manner with the interests
of City or which would in any way hinder Consultant’s performance of services under this
Agreement. Consultant further covenants that in the performance of this Agreement, no person
having any such interest shall be employed by it as an officer, employee, agent or subcontractor
without the express written consent of the Contract Officer. Consultant agrees to at all times
avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City
in the performance of this Agreement.
No officer or employee of the City shall have any financial interest, direct or indirect, in
this Agreement nor shall any such officer or employee participate in any decision relating to the
Agreement which affects her/his financial interest or the financial interest of any corporation,
partnership or association in which (s)he is, directly or indirectly, interested, in violation of any
State statute or regulation. The Consultant warrants that it has not paid or given and will not pay
or give any third party any money or other consideration for obtaining this Agreement.
8.3 Covenant Against Discrimination.
Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons
claiming under or through them, that there shall be no discrimination against or segregation of,
any person or group of persons on account of race, color, creed, religion, sex, gender, sexual
orientation, marital status, national origin, ancestry or other protected class in the performance of
this Agreement. Consultant shall take affirmative action to insure that applicants are employed
and that employees are treated during employment without regard to their race, color, creed,
religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other
protected class.
8.4 Unauthorized Aliens.
Consultant hereby promises and agrees to comply with all of the provisions of the Federal
Immigration and Nationality Act, 8 U.S.C. § 1101 et seq., as amended, and in connection
therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ
such unauthorized aliens for the performance of work and/or services covered by this
Agreement, and should any liability or sanctions be imposed against City for such use of
unauthorized aliens, Consultant hereby agrees to and shall reimburse City for the cost of all such
01203.0006/899547.2 20
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.
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
01203.0006/899547.2 21
of the parties hereunder unless the invalid provision is so material that its invalidity deprives
either party of the basic benefit of their bargain or renders this Agreement meaningless.
9.6 Warranty & Representation of Non-Collusion.
No official, officer, or employee of City has any financial interest, direct or indirect, in
this Agreement, nor shall any official, officer, or employee of City participate in any decision
relating to this Agreement which may affect his/her financial interest or the financial interest of
any corporation, partnership, or association in which (s)he is directly or indirectly interested, or
in violation of any corporation, partnership, or association in which (s)he is directly or indirectly
interested, or in violation of any State or municipal statute or regulation. The determination of
“financial interest” shall be consistent with State law and shall not include interests found to be
“remote” or “noninterests” pursuant to Government Code Sections 1091 or 1091.5. Consultant
warrants and represents that it has not paid or given, and will not pay or give, to any third party
including, but not limited to, any City official, officer, or employee, any money, consideration,
or other thing of value as a result or consequence of obtaining or being awarded any agreement.
Consultant further warrants and represents that (s)he/it has not engaged in any act(s),
omission(s), or other conduct or collusion that would result in the payment of any money,
consideration, or other thing of value to any third party including, but not limited to, any City
official, officer, or employee, as a result of consequence of obtaining or being awarded any
agreement. Consultant is aware of and understands that any such act(s), omission(s) or other
conduct resulting in such payment of money, consideration, or other thing of value will render
this Agreement void and of no force or effect.
Consultant’s Authorized Initials _______
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]
01203.0006/899547.2 22
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date and year first-above written.
CITY:
CITY OF RANCHO PALOS VERDES, a
municipal corporation
Barbara Ferraro, Mayor
ATTEST:
Teresa Takaoka, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
William W. Wynder, City Attorney
CONSULTANT:
SUNBEAM TECHNOLOGIES, INC., dba
SUNBEAM CONSULTING
By:
Name: Alan Braatvedt
Title: President
By:
Name: Charles Stephan
Title: Secretary
Address: 1817 Josie Avenue,
Long Beach, CA 90815
Two corporate officer signatures required when Consultant is a corporation, with one signature required
from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2)
Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT’S
SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE
INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR
OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT’S BUSINESS ENTITY.
01203.0006/899547.2
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.
□ □
□ □ □ □ □ □
□
01203.0006/899547.2
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.
□ □
□ □ □ □ □ □
□
01203.0006/899547.2 A-1
EXHIBIT “A”
SCOPE OF SERVICES
I. Consultant will perform on-call ROW and Easement Encroachment Permit Inspection,
ROW Plan Review Services and Playground Equipment Inspection Services, and related
tasks as follows:
A. ROW Permit Services:
Permitting administrative services for projects in the right of way or impacting
the right of way.
Plan review services for project in the right of way or impacting the right of
way. Review will include, but is not limited to, compliance with City
standards and all applicable codes and relevant construction specifications ,
safety, public nuisance, and any other conditions such as coordination with
City events, etc. . Events in the city that may impact the work will be
considered and if necessary, restrictions on dates and times will be noted for
plan approval. This work will be performed on an as-needed part-time basis,
working remotely.
Coordinating with other departments as necessary for work affecting the right-
of-way.
Creating applicable Conditions of Approval for plans affecting the right-of-
way.
Preparing necessary reports and memoranda documenting plan review
findings and making recommendations.
Providing other services associated with permitting.
B. Right-of-Way Inspection Services
Inspection administrative services for projects in the right-of-way or
impacting the right-of-way.
Meeting with contractors to review plans, permits, and special requirements.
Communicating with City Staff on status of work.
Verifying that site activities comply with plans, permits, City standards, and
special requirements.
Verifying that testing activities are performed in accordance with standards,
codes, and requirements.
01203.0006/899547.2 A-2
Verifying traffic control is in accordance with the approved permit.
Verifying that activities comply with OSHA safety requirements and relevant
codes.
Verifying compliance with the stormwater pollution prevention plan, erosion
control measures, tree protection, and any other state or local stormwater
requirements.
Responding to and document public inquiries.
Ensuring that red-line drawings are created for any deviation from approved
plans.
Coordinating with other departments as necessary.
Creating punch-lists for remaining or remedial work.
Overseeing final completion of work.
Assisting with close-out.
Providing other services associated with inspection.
Preparing daily and weekly reports of inspection services.
C.Playground Inspection Services:
Consultant will conduct an inspection and prepare a comprehensive report for each
set of park playground equipment in all of the City’s parks. Consultant’s fully
qualified Certified Playground Safety Inspector (CPSI), Joe Van der Linden, will
provide playground inspections. Consultant, at the City’s Contract Officer’s request,
shall conduct inspections of athletics facilities, such as tennis courts, baseball fields
and basketball courts, as required. In addition, supplemental quarterly inspections and
associated reports of the playground equipment may also be undertaken at prescribed
dates as directed by the City’s Contract Officer.
All playground equipment and surfaces will be inspected from the perspective of
safety, code compliance and common-sense usage. The issues that Consultant will
address at each park, include, but are not limited to, the following:
• Equipment: The general condition and appearance of the equipment.
• Surfacing: Condition, wear and appearance.
• Operations: Review the way that the equipment is used and potential safety
improvements, with regards to proximity of the various items to one another.
01203.0006/899547.2 A-3
• Signage: Review the signage for completeness, legibility and all other aspects.
• Review the age appropriateness of the equipment for their respective uses.
• Complete measurements on all aspects of the equipment for protrusions, gaps
and hazards of all types, and for code compliance.
• Inspect all fasteners for corrosion, wear, excessive protrusions for possible
snagging and general condition.
• Review the adequacy of ADA access to the equipment and the use of the
equipment.
• Inspect all aspects of the installations and ensure that they have been installed
and comply with all requirements and the use of appropriate materials.
• Photograph conditions, with a date stamp, and, where appropriate, activities
using the equipment.
• Compliance with relevant codes and safety standards.
Consultant will generate detailed reports that will include the following:
• Detail all deficiencies and provide a statement of the general condition of the
equipment and surfacing at each location.
• Remedial work recommendations to remediate any deficiencies or potential
problems. Highlight possible safety improvements, including instances where
compliance with the code is met, but safety improvements could be advisable.
• Recommendations for the addition or replacement of equipment that may
become available with the latest industry improvements/additions.
• Create a comprehensive checklist for all items of the equipment for the current
and future inspections.
• Create accurate records of all aspects of the facilities for future reference.
• Create a date-stamped photographic record of the equipment with general
photographs of the equipment and surfacing, as well as detailed photographs,
which are well logged and cross referenced for easy future identification.
• Create a suggested schedule for preventative maintenance at each of the parks.
• Deliver a comprehensive report for each park in a format suitable for the City’s
use.
01203.0006/899547.2 A-4
• Produce check-sets or working versions of documents be submitted for ongoing
routine review.
II.As part of the Services, Consultant will prepare and deliver the following tangible work
products to the City. See Section I, above.
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. See Section I, above.
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.Joe Van der Linden, Project Manager/Permit Inspector
B.Marc Reyes, Angel Castro – Permit Inspectors
C.Alan Braatvedt, Principal-In-Charge/Plan Review Manager
D.Other personnel approved by the City’s Contract Officer.
01203.0006/899547.2 B-1
EXHIBIT “B”
SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
Added text indicated in bold italics, deleted text indicated in strikethrough.
[INTENTIONALLY LEFT BLANK]
01203.0006/899547.2 C-1
EXHIBIT “C”
SCHEDULE OF COMPENSATION
I. Consultant shall perform the following tasks at the following rates. Updated rates
for subsequent fiscal years shall be incorporated into this Agreement prior to the
expiration of the preceding fiscal year, and must be approved in writing by the City’s
Contract Officer.
Consultant will only perform Overtime and Double-time work upon the express written
request of the City’s Contract Officer, and will not use Overtime or Double-time to finish
tasks unless specifically directed to do so by the City’s Contract Officer.
Permit Inspection Services Regular Hours are:
o 7:00am to 4:00pm Monday through Friday
o Times may be adjusted for an 8-hour day based on the City’s need
Permit Inspection Overtime Hours are:
o After 4:00pm Monday through Friday; times may be adjusted for an 8-
hour day based on the City’s need
o More than 8 hours, but less than 12 hours per day Monday through
Friday
o Weekends
o Holidays
Permit Inspection Double-time Hours are:
o More than 12 hours per day
Item
Hours per Hours per
Rate Amount Week Year
Permit Inspecti on Services -Regu lar Hours 55 2,860.00 $129 $368,940
Permi t Inspect ion Services -Overtime Hours 1 52.00 $194 $10,062
Permi t Inspection Services -Do uble-time Hours 20.00 $258 $5,160
Playground Inspection Services 100.00 $129 $12,900
Permit Plan Review 20 1,040.00 $168 $174,720
TOTAL $571,782
01203.0006/899547.2 C-2
II. Within the budgeted amounts for each Task, and with the approval of the Contract
Officer, funds may be shifted from one Task subbudget to another so long as the
Contract Sum is not exceeded per Section 2.1, unless Additional Services are
approved per Section 1.9.
III. The City will compensate Consultant for the Services performed upon submission of
a valid invoice. Each invoice is to include:
A. Line items for all personnel describing the work performed, the number of hours
worked, and the hourly rate.
B. Line items for all materials and equipment properly charged to the Services.
C. Line items for all other approved reimbursable expenses claimed, with supporting
documentation.
D. Line items for all approved subcontractor labor, supplies, equipment, materials,
and travel properly charged to the Services.
IV. The total compensation for the Services shall not exceed the Contract Sum as
provided in Section 2.1 of this Agreement.
V. The Consultant’s billing rates for all personnel are attached as Exhibit C-1. NOT
APPLICABLE
01203.0006/899547.2 D-1
EXHIBIT “D
SCHEDULE OF PERFORMANCE
I. Consultant shall perform all services timely in accordance with the following
schedule:
A. ROW Permit Services as directed by the City’s Contract Officer.
B. ROW Inspection Services as directed by the City’s Contract Officer.
B. Playground Inspection Services as directed by the City’s Contract Officer.
II. Consultant shall deliver the following tangible work products to the City by the
following dates. See Section I, above; and Exhibit “A”, Section I.
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.
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 general
law city & municipal corporation ("City"), and VALLEY MAINTENANCE CORPORATION,
a California corporation ("Consultant") is effective as of Jun 20, 2023.
RECITALS
A. City and Consultant entered into that certain Agreement for Professional Services
dated August 1, 2020 ("Agreement") whereby Consultant agreed to provide custodial services at
various City locations (the "Services") for a Term of 3 years, for a Contract Sum of $283,176. The
Agreement provides for the extension of the Term for three additional I-year terms at the City's
discretion.
B. The City and Consultant now desire to amend the Agreement ("Amendment No.
1") to extend the Term for 3 years, expiring July 31, 2026, and to increase compensation by
$300,000 for a total Contract Sum of $583,176 to cover the cost of the extended Term.
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 Ex hib it ' C" and incorporated herein by this reference. The total
compensation, including reimbursement for actual expenses, shall not exceed
$283,176 (T\vo Htmdred E ig hty Three T housand One Hundred Seventy S ix
Dollars) $583,176 (Five Hundred Eighty Three Thousand One Hundred Seventy
Six Dollars) (the "Contract Sum"), unless additional compensation is approved
pursuant to Section 1.10. Annual compensation shall not exceed $100,000 (One
Hundred Thousand Dollars) for the period of August 1, 2023 through July 31,
2026."
b. Section 3.4, Term, is amended to read:
"Unless earlier terminated in accordance with Article 7 of this Agreement,
this Agreement shall continue in full force and effect until completion of the
services but not exceeding three (3)six (6) years from the date hereof except as
otherwise provided in the Schedule of Performance (Exhibi t D ). +he City m.ay in
its discret ion, extend the Term by three add itiona l l year terms.
c. Section I.A. of Exhibit "A", Scope of Services is amended to read:
P
"A. The Services will be conducted at the following locations
1. City Hall offices (30940 Hawthorne Boulevard), including Administration,
Finance, Public Works and Recreation & Parks departments. Consultant
shall provide a vacuum, broom, mop and dust pan, to be left at City Hall for
use by City staff during daytime hours;
2 . Community Development offices (30940 Hawthorne Boulevard),
including Planning, Building Safety and Code Enforcement divisions;
3. RPVTV (Channel 33) Cable Studio (30940 Hawthorne Boulevard);
4 . Fred Hesse Jr. Community Center ("Hesse Park") (29301 Hawthorne
Boulevard). Consultant shall provide a vacuum, broom, mop and dust pan
at Hesse Park for use by City staff during daytime hours;
5 . Ryan Park (30359 Hawthorne Boulevard);
6. Ladera Linda Community Center (32201 Forrestal Road);
7 . Eastview Park (1700 Westmont Avenue);
8. Point Vicente Interpretive Center (30501 Palos Verdes Drive West);
9. Abalone Cove Shoreline Park (5970 Palos Verdes Drive South); and
10. Park Ranger Portable Building -City Hall (30940 Hawthorne
Boulevard) for the period of August 1, 2023 through July 31, 2026.
+-0-11. Additional areas as assigned by the City's Maintenance Superintendent.
Prior to completing on-call cleaning services."
d. Exhibit "C", Schedule of Compensation is repealed and replaced with
the attached Exhibit "C" Amendment No. 1 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.
01203.0006/891448. l -2-
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]
01203.0006/891448.l -3-
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 Ferraro, Mayor
CONSULTANT:
VALLEY MAINTENANCE
CORPORATION, a California corporation
By:
_Nam:~ Bruce Lee
Title: President
Address: 11759 Telegraph Road
Santa Fe 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
REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY.
0 l 203.0006/891448.1 -4-
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
ST A TE OF CALIFORNIA
COUNTY OF LOS ANGELES
On ____ , 2023 before me, ______ _, personally appeared _______ , proved to me on the
basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.
I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true
and correct.
WITNESS my hand and official seal.
Signature : _______________ _
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form.
CAPACITY CLAIMED BY SIGNER
0 INDIVIDUAL
0 CORPORA TE OFFICER
□
□ □ □ □
TITLE(S)
PARTNER(S) 0
□ ATTORNEY-IN-FACT
LIMITED
GENERAL
TRUSTEE(S)
GUARDIAN/CONSERVATOR
OTHER -------------
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
01203.0006/891448.1
DESCRIPTION OF ATTACHED DOCUMENT
TITLE OR TYPE OF DOCUMENT
NUMBER OF PAGES
DATE OF DOCUMENT
SIGNER(S) OTHER THAN NAMED ABOVE
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 instrument.
I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true
and correct.
WITNESS my hand and official seal.
Signature: _______________ _
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form.
CAP A CITY CLAIMED BY SIGNER
0 INDIVIDUAL
0 CORPORA TE OFFICER
TITLE(S)
PARTNER(S) 0
□ ATTORNEY-IN-FACT
TRUSTEE(S)
LIMITED
GENERAL □
□ □ □ □
GUARDIAN/CONSERVATOR
OTHER -------------
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
01203.0006/891448. l
DESCRIPTION OF ATTACHED DOCUMENT
TITLE OR TYPE OF DOCUMENT
NUMBER OF PAGES
DA TE OF DOCUMENT
SIGNER(S) OTHER THAN NAMED ABOVE
EXHIBIT "C" AMENDMENT NO. 1
SCHEDULE OF COMPENSATION
I. Consultant shall perform the following tasks at the following rates for the period of
August 1, 2020 through July 31, 2023:
Item Price Per Annual 3 Year Base
No. Description Month Amount Amount
City Hall Office
1 (30940 Hawthorne Boulevard) $ 1,750 $ 21,000 $ 63,000 (Administration, Public Works & Parks
and Recreation)
2 Planning, Building & Code Enforcement $ 580 $ 6,960 $ 20,880 (30940 Hawthorne Boulevard)
3 Cable TV (Channel 33) Studio $ 146 $ 1,752 $ 5,256
4 Hesse Park $ 1,450 $ 17,400 $ 52,200 (29301 Hawthorne Boulevard)
5 Ryan Park $ 560 $ 6,720 $ 20,160 (30359 Hawthorne Boulevard)
6 Ladera Linda Community Center $ 520 $ 6,240 $ 18,720 (32201 Forrestal Road)
7 Eastview Park $ 410 $ 4,920 $ 14,760 (1700 Westmont Avenue)
8 Point Vicente Interpretive Center $ 1,320 $ 15,840 $ 47,520 (30501 Palos Verdes Drive West)
9 Abalone Cove Shoreline Park $ 410 $ 4,920 $ 14,760 . (5970 Palos Verdes Drive South)
Regular Cleaning Total $ 85,752 $ 257,256
Item Description Price Unit Annual 3 Year Base
No. Amount Amount
10 Extra Work $ 0.12 per ft 2 $ 8,640 $ 25,920
TOTAL CONTRACT AMOUNT for Aug us t S 94,392 s 283,176 1, 2020 through Jul~ 311 2023
01203.0006/891448. l
Consultant shall perform the following tasks at the following rates for the period of
August 1, 2023 through July 31, 2026:
Item Price Per Annual 3 Vear Base
No. Description Month Amount Amount
City Hall Office
1 {30940 Hawthorne Boulevard) $ 1,820 $ 21,840 $ 65,520 (Administration, Public Works & Parks
and Recreation)
2 Planning, Building & Code Enforcement $ 603 $ 7,236 $ 21,708 (30940 Hawthorne Boulevard)
3 Cable TV (Channel 33} Studio $ 152 $ 1,824 $ 5,472
4 Hesse Park $ 1,508 $ 18,096 $ 54,288 (29301 Hawthorne Boulevard)
5 Ryan Park $ 583 $ 6,996 $ 20,988 {30359 Hawthorne Boulevard)
6 Ladera Linda Community Center $ 752 $ 9,024 $ 27,072 {32201 Forrestal Road)
7 Eastview Park $ 427 $ 5,124 $ 15,372 (1700 Westmont Avenue)
8 Point Vicente Interpretive Center $ 1,373 $ 16,476 $ 49,428 (30501 Palos Verdes Drive West)
9 Abalone Cove Shoreline Park $ 427 $ 5,124 $ 15,372 (5970 Palos Verdes Drive South)
10 Park Ranger Portable Building -City Hall $655 $7,860 $ 23,580 (30940 Hawthorne Boulevard)
Regular Cleaning Total $99,600 $ 298,800
Item
Description Price Unit
Annual 3 Vear Base
No. Amount Amount
11 Extra Work $ 0.21 per ft2 $ 400 $ 1,200
TOTAL CONTRACT AMOUNT for August s 1001000 s 3001000 1 1 2023 through Jul~ 311 2026.
01203.0006/891448. l
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. The amount applicable to the invoice period.
B. The Monthly Report.
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. NOT
APPLICABLE
01203.0006/891448. I
2
June 13, 2023
City Council
Rancho Palos Verdes City Hall
30940 Hawthorne Boulevard,
Rancho Palos Verdes, CA 90275
Dear Councilmembers,
I am the property owner of 3510 Coolheights Drive (Property). I am writing to file a protest
against the abatement action and the recovery of the abatement cost under the Case No.
CMUNI2021-0003.
The abatement work done by the Code of Enforcement Division (Enforcement) on March 21,
2023 (Abatement Work) is not in compliance with the Abatement Warrant Order (Warrant
Order) issued by the Supreme Court of Los Angeles (Court) dated March 7, 2023.
The Warrant Order authorized the City to "Remove the overgrown and dead vegetation from the
property " based on the City attorney's allegation in the application document filed with the
Court on March 3, 2023 (Filing Document) that "the Property is in violation the RPVMC
8.24.060(A)( 1 )(b ), maintaining overgrown vegetation which is unsightly and likely to harbor rats
or vermin; and 8.24.060(A)(l)(c)(iv), maintaining overgrown trees, hedges, shrubs, plants or
other vegetation which create an unsightly appearance due to lack of water or inadequately
spraying, trimming, pruning, treatment or similar maintenance."
However, the only Abatement Work was cutting the trees on the west side of the Property down
to no more than six feet high roughly without trimming, and it appears unsightly from
surrounding properties. See Exhibition 2 (Photoes of the Abatement Work). No any violation
situation mentioned in the Filing Document was found on the Abatement Work date (March 21,
2023), nor had been found during any inspection by the Enforcement staffs before or had been
mentioned in any Notice of Violation or Notice of Abatement issued by the Enforcement before
the application for the Warrant Order by the City attorney.
The Filing contained false statements and false declaration by the Enforcement Officer, Rudy
Monroy, in order for the Enforcement to obtain the Warrant Order. I filed Ex Parte Motion for
Relief of Abatement Order with the Court on March 20, 2023. See Exhibition 4.
The Abatement Work is not in compliance with the requirement under any Notice of Violation
issued by the Enforcement, nor consistent with the requirement by the Enforcement Staff on
November 15, 2023 after the inspection on October 14. 2023.
Under each of the Notice of Violation and Notice of Abatement, it only requires to "Cut back
overgrown hedges not to significantly impair a view from surrounding properties" pursuant to
RPVMC17.76.030C. According to the pictures attached to all of the Notice of Violation; which
were taken from the back yard on the west neighbor of Property , 3520 Coolheights Drive (3520
neighbor), the trees shall be cut down to the "identified red dotted cutline" (Cutline) in order not
1
2
to block ocean view when the 3520 neighbor sits on his chairs at the back yard at daytime for
sunrise and in the evening for sunset.
However, the Abatement Work cut trees even lower than the Cutline identified under each
Notice of Violation.
Additionally, the Abatement Work is also inconsistent with the trimming instruction from the
Enforcement Officer, Gerri Whitten. After inspection on October 14, 2023, Gerri Whitten
provided me with the trimming instruction on November 15, 2023, which did not require the
trees to be cut down to the Cutline. It provided the Property with the minimum privacy at back
yard.
The requirement of trimming Cutline identified under each of Notice of Violation violated the
rule of RPVMC17.76.030.
The Property has been under regular and good maintenance since I moved in 2012. The Property
has one level and has very low land surface compared with the adjunct neighbors. Its roof only
reaches to the land surface of the 3250 neighbor. Thus, its whole back yard as well as all
bedrooms facing to the back yard are completely exposed to 3250 neighbor from its back yard.
After 3250 neighbor moved in newly and installed a camera video on its outer wall facing to my
back yard, I had to plant trees on the west back yard in the shape of "W" after consulting with
the City Community Development and Planning Department in 2014. See Exhibition 1.
Pursuant to RPVMC17.76.030. "specific hedge height is allowed to protect reasonable privacy".
It is an exemption from the violation of the rule of "significant impair view of surrounding
properties" under the same Section of RPVMC. Thus, even if the trees on the west back yard of
the Property would be reclassified as "hedges" instead of "trees" pursuant to RPVMCl 7.96.900,
and even if those trees would significantly impair the ocean view of 3250 neighbor, it shall be
allowed due to the Property's unique location and surrounding situation.
However, the Enforcement Division had refused to consider my request for reasonable privacy
and refused to comply with the above rule during its enforcement. Thus, the Enforcement
Division has not complied with all of the RPVMC rules legally, and selectively enforce the
RPVMC rules.
The requirement of trimming Cutline identified under each of Notice of Violation is
unreasonable. and the Enforcement Division has abused enforcement power unreasonably and
arbitrarily.
Even if those trees significantly impair the 3250 neighbor's ocean view, only two of all six trees
and their top shall be cut down in order to protect absolute ocean view of 3250 neighbor, which
really impair the ocean view when 3250 neighbor sitting on his chairs at back yard. And the
others shall be retained for privacy of the Property. However, the Cutline required all of the trees
shall be cut down lower than the fence height of 3250 neighbor, which is excessive and
unreasonable. The purpose of the Cutline set up by the Enforcement is not only to protect
2
2
absolute ocean view for 3250 neighbor when they sit on chairs at his back yard at any time, but
also to embarrass the occupants of the Property intentionally. See Exhibition 3.
Rudy Monroy instructed two of my property managers to meet with him at the 3250 neighbor's
back yard in 2021 and 2022 respectively, and required them to cut the trees in order to protect
the 3250 neighbor's ocean view both in the morning and in the evening. Please see pictures
attached to each Notice of Violation.
I have actively communicated with all staffs of the Enforcement Division every time in the past
two years. On September 2, 2022, I filed appeal against the Notice of Abatement with the City
Clerk timely according to the enforcement rule of RPVMC. However, the City did not provide
me with any appeal hearing.
The Enforcement Division has abused its enforcement power arbitrarily and unreasonably during
its abatement action. Its staffs involved in property dispute between 3250 neighbor and me, and
abused its power for 3250 neighbor's benefit.
In conclusion, the Abatement Work did not comply with the Warrant Order, and abatement
action, which the Abatement Work was done in reliance with, violated the rule of RPVMC
17.96.030 and is illegal and unreasonable. And the Enforcement shall not recover the Abatement
Work cost.
Furtherly, I suffered property damage caused by the Abatement Work and is entitled to
compensation.
As a resident, I have been actively contributed to the RPV community. I would like to seek
efficient communication and resolution with the City before it goes to litigation.
Regards,
3
2
EXHIBITION
Exhibition 1: two pictures of front and back yard of the Property before the
Abatement Work, taken on March 20, 2023
Exhibition 2: two pictures of the Abatement Work, taken on March 21, 2023
Exhibition 3. One picture after abatement, taken on May 14, 2023
Exhibition 4. Ex Pate Motion, filed with the Court on March 20, 2023.
4
2
2
2
2T -x3
2
2
2
2
2
2
1
2
3
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5
6
7
8
9
10
11
12
13
14
15
16
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25
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27
PING SHEN
3 5 E Street, NW
Washington, DC 20001
Telephone: ( 202) 340 1017
5?8777605(@OO.COM, ps1255@georgetown.edu
SUPERIOR COURT OF THE STATE OF CALIFORNIA
FOR THE COUNTY OF LOS ANGELES, SOUTHWEST DISTRICT
THE CITY OF RACHO PALOS VERDES
Petitioner,
vs.
PING SHEN,
Respondent
CASE NO. ORDER FOR ABATEMENT
WARRANT
EX PARTE MOTION FOR RELIEF
FROM ABATEMETN WARRANT
ORDER; MEMORANDUM OF POINTS
AND AUTHORITIES IN SUPPORT OF EX
PARTE MOTION;
EX PARTE MOTION FOR TEMPORARY
RESTRAINING ORDER; EXHIBITS;
DECLARATION OF PING SHEN and
DECLARATION OF TIMOTHY
MURAKAMI
Filed: March 20, 2023, at 8:30 am
OPPOSITION TO MOTION TO EXPUNGE LIS PENDENS
2
1
2
EXP ARTE MOTION FOR RELIEF FROM ABATEMENT WARRANT ORDER
3 PING SHEN, Respondent of THE CITY OF RANCHO PALOS VERDES v. PING SHEN
4 regarding case ORDER FOR ABATEMENT WARRANT, request for ex parte relief from the
5 ORDER FOR ABATEMENT WARRANT, which was issued by the honorable Judge Cary
6 Nishimoto, Judge of the Superior Court of California, dated on March 7, 2023.
7
8 MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT OF EX PARTE
9 MOTION
1 o Ping Shen, the Respondent of case The City of Rancho Palos Verdes v. Ping Shen, received a
11 copy of Order For Abatement Warrant (the Warrant) in two pages issued by the honorable Judge
12 Cay Nishimoto on March 17, 2023. The Warrant was tapped on the door of the property located
13 at 3510 Coolheights Drive, Rancho Palos Verdes, California 90275 (the Property) on March 17,
14 2023, and was forwarded via email by the occupant of the Property, Timothy Murakami (the
15 Occupant), to Ping Shen. See Declaration of Ping Shen
16 Neither Ping Shen nor the Occupant has received any application documents regarding the
17 Proposed Order For Abatement Warrant filed with the Court by the Petitioner, The City of
18 Rancho Palos Verdes (the City), or its attorneys, by any means including personal delivery, mail,
19 email, tapped on the door of the Property, or phone call. See Declaration of Timothy Murakami.
20
21 STATEMENT OF FACTS
22 Ping Shen, as the owner of the Property, resided in the Property from 2012 to January 2017.
23 Since January 2017, Ping Shen has authorized local professional property management
24 companies to maintain and lease the Property. Currently the Property is occupied by the tenant,
25 Timothy Murakami, who holds one-year lease starting form date of August 9, 2023.
26
27 2
OPPOSITION TO MOTION TO EXPUNGE LIS PENDENS
2
1 Since 2012, the gardener, Isidro Rivera, has been providing the professional landscaping
2 maintenance service twice per month. The maintenance service includes removing and trimming
3 overgrown, dead, decayed, diseased trees, shrubs and all vegetation, maintaining watering
4 irrigation system, and cleaning up vegetation and surface on the Property. His maintenance
5 service has been kept the same, whoever Ping Shen, the property management company, or
6 current Occupant hired or hires him.
7
8 The Property is one-level single family house and is located at the bottom of downslope of the
9 west side adjoining property, 3520 Coolheights Drive, Rancho Palos Verdes, California 90275
10 (the 3250 house), which is two level house. The roof height of the Property only reaches to the
11 land altitude of the 3250 house. The whole back yard of Property and inside the Property are
12 exposed to the 3250 house from its back yard and the second level. The six-feet high fence could
13 not provide any privacy to the Property. See Exhibit A.
14
15 After the current owner of the 3250 house moved in 2014, Ping Shen planted ficus trees and
16 shrub along the west side prope1iy line in order to keep minimum privacy and avoided invasion
17 of privacy from the owner of the 3250 house, including but not limited to video camera which
18 the owner of the 3250 house installed on its wall and faced to the back yard of the Property. The
19 owner of the 3250 house has not uninstalled the video camera after the Occupant moved in the
20 Property. See Exhibit B.
21
22 Ping Shen planted the ficus trees in the shape of letter "W" after both the Planning Department
23 and Community Development Department had recognized it as the legal trees instead of
24 definition of "hedge". See Declaration of Ping Shen
25
26
27 3
OPPOSITION TO MOTION TO EXPUNGE LIS PENDENS
2
1 On June 25, 2021, Ping Shen received email from Rudy Monroy regarding two copies of
2 CUMI2021-0003 Notice of Violation for Overgrown Rear Yard Foliage (the Notice of Violation)
3 dated on March 9 2021 and June 3, 2021 respectively, when she lived in overseas. See Exhibit C
4 and D.
5
6 On June 26, 2021, Ping Shen responded to the City hall via email and disagreed to the violation
7 under the Notice of Violation according to the City Code. Shen also arranged the Prope11y
8 manager to meet with Rudy Monroy, and the gardener to cut the shrub and branches of the ficus
9 trees. See Exhibit E and F.
10
11 On August 30, 2022, the Occupant found a copy of the Notice And Order to Abate A Public
12 Nuisance ( the Notice and Order) dated on August 29, 2022, tapped on the door of the Property.
13 The Occupant forwarded it to me on August 30, 2022 when I lived in Washington, DC. See
14 Exhibit G.
15
16 On September 2, 2022, Ping Shen filed appeal letter with the City Clerk via email timely
17 according to the City Code and advice from the City Hall and Vice Director of Community
18 Development Department of the City. See Exhibit H.
19
20 On October 12, 2022, GeITi Whiten contacted me via email and informed that she would replace
21 Rudy Monroy to take over the CUMI2021-0003 case. Ping Shen immediately responded to
22 Whitten and cooperated the inspection by her on October 14, 2022. After the inspection by the
23 Whitten, Ping Shen sent several emails to ask about the inspection result. However, Whitten has
24 never responded emails, and has not sent any inspection rep01i, or any other Notice. See Exhibit
25 I.
26
27 4
OPPOSITION TO MOTION TO EXPUNGE LIS PENDENS
2
1 Neither Ping Shen nor the Occupant has received any notice or had any information regarding
2 the CUMI2021-0003 Notice and Order until the Occupant found the Order For Abatement
3 Warrant on March 17, 2023 then forwarded to Ping Shen on the same day. See Declaration of
4 Ping Shen and Declration of Timothy Murakami.
5
6 ARGUMENTS
7
8 I.
9
10
11
The City has violated the procedure for abatement of public nuisance required under the
Section 8.24.080 of the Municipal Code of the City of Rancho Palos Verdes California
(the City Code) when the City issued all notices under the CUMI2021-0003 case.
12 Section 8.24.080 B of the City Code requires the notice for abatement shall be given by personal
13 delivery to owner or occupant of the Property. The Notice and Order dated on August 29, 2022
14 was tapped on the door of the Property. And Neither Ping Shen nor the Occupant has received
15 any further Notice and Order the by personal delivery or any other means until now.
16 See Exhibit H.
17
18 II.
19
20
21
22
23
24
25
26
27
The City has violated the appeal procedure for abatement for public nuisance required
under Section 8.24.080 of the City Code after Ping Shen filed appeal for the CUMI2021-
0003 Notice and Order timely.
Section 8.24.080 D of the City Code requires the City Council shall arrange a hearing under
next regular meeting after the owner of property files the appeal within ten days.
After Ping Shen filed the appeal letter timely on September 2, 2022, the City has not
arranged any hearing or provided any response to the appeal.
5
OPPOSITlON TO MOTION TO EXPUNGE LIS PENDENS
2
1 III.
2
3
The City violated the proof of service required under the Section 684.220 of the Code of
California Civil Procedure when filing the Proposed Order for Abatement Warrant with
the Court.
4 Neither Ping Shen nor Timothy Murakami has received any application document filed with the
5 Court by the City or City's attorney.
6 On March 17, 2023 Ping Shen contacted the City's attorneys for the application document and a
7 clear copy of the Warrant Order via email. Ping Shen did not get any response.
8
9 IV.
10
11
The content conflicts its legal authority under the Order For Abatement Warrant issued
on March 7, 2023.
12 The Order For Abatement Warrant issued on March 7, 2023 states that the order is based on
13 Section 1822.55 of the Code of Civil Procedure. However, the Section 1822.55 is Inspection
14 Warrant, which conflicts with the authorization of abatement under the order.
15
16 V. CUMI2021-0003 Notice and Order to Abate A Public Nuisance issued by the City has
17 different factual findings, legal authorities basis and abatement action requirement.
18
19 CUMI202 l-0003 Notice and Order to Abate A Public Nuisance issued by the City dated on
20 August 29, 2022, states that the owner of the Property violated Section 8.24.060 of the City Code
21 and need "cut back all overgrown vegetation ... so that foliage does not significantly impair
22 views from surrounding properties. "
23 However, under the Order For Abatement WmTant issued by the Judge, the City has authority to
24 abate the public nuisance and fire hazards on the Property by "removing the overgrown and
25 dead vegetation form the property".
26
27 6
OPPOSITION TO MOTION TO EXPUNGE LIS PENDENS
2
I
2
3
4 VI.
If the City has provided additional facts other than the content under the Notice and Order
issued by the City, the City violated due procedure under the City Code.
CUMI2021-0003 Notice and Order to Abate A Public Nuisance (the Notice and Order)
5 issued by the City dated August 29, 2022 is unconstitutionally vague.
6
7 Under the Section 8.24.060 A (1) of the City Code, there are six prohibited activities. The
8 Notice and Order failed to provide the violation detailed under the Section 8.24.060. Thus, the
9 legal authorities and factual findings are different under the Notice of Violation, Notice And
10 Order and Order For Abatement Warrant.
11 Additionally, the Notice and Order also failed to state clear abatement requirement because it
12 only requires to cut back all overgrown vegetation which does not significant impair view. It
13 did not provide the cutline or clear abatement action. It is also vague that how to decide whether
14 vegetation significant impairs view.
15
16 VIL The City intentionally ignored the Section 17.76.030 of the City Code and only applied
17 the Section 8.24.060 of City Code when deciding "significant impairing view" that
18 constitutes the public nuisance on the Property.
19
20 The Section 17.76.030 of the City Code allows hedges which significantly impairs view if
21 "specific hedge height is needed to protect unreasonable invasion of privacy."
22
23 The owner of the 3250 house complained about the ficus trees on the west side of the Property
24 blocked the ocean view, then the City tried to protect the ocean view of the 3250 house's through
25 issuance of the Notice to Ping Shen.
26
27 7
OPPOSITION TO MOTION TO EXPUNGE LIS PENDENS
2
1 The disputes between Ping Shen and the City regarding the Notice exist : (1) whether the ficus
2 trees shall be defined as "hedges" then their heights needed to be trimmed (2) whether the ficus
3 trees significantly impairs ocean view of the 3250 house.
4
5 However, even if the ficus trees on the Property would be defined as "hedges" and even if
6 the ficus trees would significantly impair the ocean of the 3250 house, they are necessary for
7 the Property to keep privacy due to the special terrain of the Property and to avoid from
8 unreasonable invasion by the owner of the 3250 house. The owner of the 3250 house installed
9 the video camera facing to the back yard of the Property from 2014 to 2022.
10
11 CONCLUSION
12 Since the City violated procedure for abatement of public nuisance without due service to Ping
13 Shen and with ignorance of the appeal procedure required under the City Code, all of the Notice
14 and Order issued by the City are invalid. Since the City also violated the service procedure of
15 California Code of Civil Procedure, the proposed Order for Abatement Warrant filed by the City
16 is invalid.
17 Furtherly, the Warrant Order issued by the Judge conflicts with the Notice and Order issued by
18 the City because of different basis on the legal authorities, factual findings and abatement
19 requirement. And the Warrant Order itself also has differently legal authority other than
20 abatement warrant.
21 Therefore, Ping Shen request for relief from the Order For Abatement Warrant (Warrant Order).
22
23 EX PARTE MOTOIN FOR TEMPORARY RESTRAINING ORDER
24
25 Ping Shen requests relief from the Order For Abatement Warrant, and proposes the Com1 to
26 grant the temporary restraining order (TRO), under which restrain the City temporarily to pursue
27 s
OPPOSITION TO MOTION TO EXPUNGE LIS PENDENS
2
1 the abatement action under the Notice and Order to Abate Public Nuisance (Notice and Order)
2 issued.
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4 I. The Property would suffer irreparable injury if the Warrant Order or the abatement
5 action under the Notice and Order is executed.
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7 According the above Facts of Statement, the ficus trees and shrub planted on the west side of
8 back yard of the Property is based on function to keep basic privacy to the Occupant on the
9 Property, and they do not significantly impairs the ocean view of the 3250 house. If they are cut,
10 the occupants would immediately lose basic privacy, and the value of the Property would also be
11 reduced significantly.
12 Additionally, as analysis under the above Memorandum of Points and Authorities
13 (Memorandum),_the abatement action under the Warrant Order and Notice and Order are vague
14 without the detailed requirement, for example, how to cut the height of ficus tree and how to
15 decide meet the requirement of non-significant impair of view. The City failed to communicate
16 with Ping Shen and also violated the due procedure of City Code. If the vegetation were cut and
17 removed the City, the occupants would immediately lose privacy.
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II. Ping Shen has likelihood to succeed on the merits based on the City's violation of
procedure of the City Code and California Code of Civil Procedure (CCP) and
subjective application of the City Code.
According to the above Memorandum, the City not only violated the procedure of City Code and
CCP, but also violated the California Constitution and U.S. Constitution because the content
under the Notice and Order is vague.
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OPPOSITION TO MOTION TO EXPUNGE LIS PEND ENS
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1 Both the violation details of City Code but also the abatement action requirement are
2 unconstitutionally vague. Thus, the Noice and Order shall be invalid.
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CONCLUSION
6 For all of the reasons set forth above, the Motion for TRO should be granted.
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Dated: March 20, 2023
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OPPOSITION TO MOTION TO EXPUNGE LIS PENDENS
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DECLARATION OF PING SHEN
I, PING SHEN, declare as follows:
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I am an attorney at law licensed to practice in the State of New York.
I am the owner of the property located at 3 510 Coolheights Drive, Rancho Palos Verdes,
California 90275 (the Property). I am the Respondent.
I resided with family in the Property from Se tember 2012 to January 2017 . Since January
2017, I have authorized the local professional property management companies to maintain and
lease the Property.
Timothy Murakami occupies the Property under the one-year lease from August 9, 2022.
The Property is one-level single family house. The west adjoining neighbor's prope1ty , located
at 3520 Coolheights Drive, Rancho Palos Verdes, California 90275 (the 3250 house), is two-
level single family house. The pad level of the Property is at the bottom downslope of the 3250
house, and the roof height of the Property is as same as the land horizon of the 3250 house. (See
Exhibit A)
When I bought and moved in the Prope1ty in 2012, there was only the iron wire fence (the
Fence) on the Property with height no higher than six feet, along the west property border line
between the Property and the 3250 house.
The whole back yard and three bedrooms and the living room facing to the back yard, are
exposed completely to the neighbor of the 3250 house from its back yard or the second level,
because of the special land tenain of the Prope1ty and surrounding land.
I had not changed the west side of back yard until the current neighbor moved in the 3250 house
in 2014.
Upon moving in, the neighbor of the 3250 house knocked at my door and educated me that I
should listen to them in compliance with the U.S. culture because I was a new immigrant while
they have immigrated to U.S. for fifteen years. And their kid threw garbage and tools to my
back yard because of no any ba1Tier between the two prope1ties, and the neighbor did
construction of the 3250 house on Sundays, and even installed a video camera on the wall of its
house facing to my back yard of the Property, etc.
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10. I proposed to the neighbor of the 3250 house to build a new wood fence on his side along the
property border line at my cost in order to provide a little privacy to my family. They refused
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and said they need not privacy.
4 11. Then in 2014 I went to of Rancho Palos Verdes City Hall (the City), and consulted with the
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Planning Department and the Community Development Department of the City how to deal
with this situation without violation of the City Code. The Planning Depaiiment provided the
idea and the Community Development Department confirmed the idea that the trees planted in
the shape of letter "W" shall not be classified as "hedge" and need not trim according to the City
Code.
12. After consulting with the City, I planted one shrub and five ficus trees on the west side of the
back yard of the Property, in order to keep basic privacy for my back yard and inside Prope1iy
facing to the back yard.
13. When I arranged planting the ficus tree and shrubs, I intentionally avoid blocking the neighbor's
ocean view. As the ocean view of the 3250 house to the east side is at its 11 clock and 12 clock
direction, I planted a low and short slu·ub at the 11 clock direction and ficus trees at its 6 clock
to 10 clock direction, so that those ficus trees and shrub do not block ocean view of the 3520
house and also could provide minimum privacy to my back yard and the Property. (See
Exhibition B)
14. The ficus trees were planted in the shape ofletter "W". Between any two ficus trees, there has at
least one meter spacy, so that persons can walk through among the trees freely without any
banier.
15. Since I planted the ficurs trees and one shrub on the west side of back yard, I require the
gardener, Isidro Rivera, to trim the top and branches of the shrub, and trim only branches of the
ficus trees. I have not asked the gardener to trim top of the ficus trees because they do not block
the ocean view of the 3520 house.
16. After I planted ficus trees at my back yards in 2014, the neighbor of the 3250 house complained
with the fire department of Los Angeles about my back yard. After inspecting of the Property,
the fire officer did not find any dry or dead foliage at my back yard or other risky situation.
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17. On June 25, 2021, I received email from Rudy Monroy, under which were attached two copies
of CUMI2021-0003-Notice of Violation for Overgrown Rear Yard Foliage dated on March 9
2021 and dated on June 3, 2021 respectively. It was the first time I knew this issue from the City.
(See Exhibit C)
18. Under the above two copies of Notice of Violation, the City requires me to cut the ficus trees
and shrub to the red dotted cutline identified in picture on the Page 3. The cutline in the Notice
is even lower than the top of iron wire fence. (See Exhibit D)
19. On June 26, 2021, I wrote a letter via email to the City manager, Mr. Mihranian, and City hall
office director, Mr. DeZiel. I complained about the two copies of Notice of Violation sent by
Rudy Monroy, Enforcement Officer, because Rudy Monroy had never inspected the Property,
he ignored the classification of the ficus trees or hedge, and ignored the regulation of the
Ordinance No. 546 under which the special hedge is allowed to protect unreasonable invasion of
privacy, and ignored the enforcement procedure under the City Code without communicating
with the manager of the Property. (See Exhibit E)
20. Upon reception of the Notice of Violation from Rudy Monroy, I also immediately requested
Tim Kelley, manager of South Bay Property Management & Sales Company for the Property, to
contact and communicate with Rudy Monroy about the Notice, and also arranged the Isidro
Rivera to trim the shrub and branches of the ficus trees on the west side of the back yard.
21. On July 2, 2021, Tim Kelley met with Rudy Monroy at the 3250 house as well as the neighbor
of the 3250 house. However, Rudy Monroy failed to inform Tim Kelley why those ficus trees
and shrub shall be cut to the cutline in the Notice, and how they impaired the ocean view of the
3250 house. Tim Kelley informed that the cutline required in the Notice of Violation is to make
sure the neighbor of the 3520 house could have complete ocean view when sitting at his back
yard. (See Exhibit F)
22. On July 10, 2021, Isidro Rivera cut the shrub and trimmed branches of the ficus trees on the
west side of the back yard without trimming the top of the ficus trees.
23. I have not heard the feedback to my cleaning up the foliage on the west side of back yard from
the City after I had arranged the cleaning up by the gardener until August 30, 2022.
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24. On August 30, 2022, I received a copy of CUMI2021-0003-Notice And Order to Abate Public
Nuisance (Notice And Order to Abate) in two pages dated on August 29, 2022 through the
tenant, Timothy. Under the Notice And Order to Abate, the detail of abatement action was not
provided. It only states that "Cut all overgrown vegetation .... so that it foliage do not
significantly impair views from surrounding properties." It also does not mention whether the
cutline in prior Notice of Violation is valid or the abatement requirement is kept as same as two
copies of the Notice of Violation. (See Exhibit G)
25. On September 2, 2022, I called the City Office Director via phone and consulted how to file
appeal of the Notice and Order to Abate during the Covid-19 pandemic. The City Office
Director advised that I could file the appeal via email to City Office.
26. On the same day, I also called the Vice Director of Community Development Department in
charge of the Enforcement Division, and informed my disagreement to the Notice and Order to
Abate with the case number CUMI2021-0003-and explained the reasons. The Vice Director
informed that the Director of Community of Development Department directly reviewed the
15 case, and advised that I could send email to City Clerk for filing the appeal.
16 27. On September 2, 2022, I sent an appeal letter via email to the City Clerk and the two directors of 17
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Community Development Department for CUMI2021-0003-Notice and Order to Abate
according to the appeal requirement under the City Code. (See Exhibit H)
28. Since I filed the appeal, I have never received any notice or feedback according to the appeal
procedure from the City, including the hearing anangement required under the City Code. And
the tenant, Timothy, has not received too.
29. On October 12, 2022, I received an email from Gerri Whitten. Under the email, Geni Whitten
informed that she would replace Rudy Monroy as the case officer, and would inspect the
Property in order to classify whether the ficus trees on the west side of the back yard were
hedges.
30. I immediately responded to Gerri Whitten and sent the consent letter. I immediately arranged
tenant Timothy Murakami to cooperate the inspection by the City on October 14, 2022.
31. Gerri Whitten informed via email that she would provide inspection result no later than
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November 18, 2022 after inspection of the Property. However, I have never received the email
regarding inspection result from her.
32. On November 19, 2022, I emailed Gen-i Whitten again and asked about the inspection result.
However, I have not received any response from her since then. (See Exhibit H)
33. Later I asked the tenant Timothy Murakami whether Gerri Whitten provided any info1mation to
him on the inspection day. He said Whitten provided positive reaction upon the inspection of the
Property on October 14, 2022. Whitten said to Timothy it only need a little bit of trimming
instead of trimming the ficus trees.
34. On March 17, 2023, I received a copy of Court Warrant Order from Timothy Murakami.
35. I and the tenant Timothy have never received any application documents filed with the Court for
Proposed Court Wan-ant Order by the Petitioner so far. Upon reception of the Court Order, I
immediately contacted the Petitioner's attorneys via email and phone calling, and requested for
the application documents filed and a clear copy of the Cami Order. I have not got any response.
36. On March 19, 2023, I notified Petitioner's attorneys via email about the Notice of Temporary
Restraining Order, and all application documents, and hearing date, time, place.
37. I have never known or heard that any neighbors other than the 3520 house complained about the
planting on the west side of back yard significantly impairs their ocean view or public view.
38. I have consulted several real estate attorneys, landscaping architect expe11 and the certain
employee of the City about whether the ficus trees on the west side of my back yard are hedges.
All advised that they are not hedges according the City Code.
I declare under penalty of perjury under the laws of the State of California that the foregoing is true
and correct.
Dated: Marchl 9, 2023
Ping Shen
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DECLARATION OF TIMOTHY MURAKAMI
I, TIMOTHY MURAKAMI, declare as follows:
1.
2.
3.
4.
5.
6.
7.
I am an attorney at law licensed to practice in the State of California. I work at
Murakami Law Office.
I live in the single family house located at 3510 Coolheights Drive, Rancho Palos Verdes,
California 90275 (the Property), as a tenant.
I signed one-year term lease for the premises on the Property with Harbor Property Management
Company on August 9, 2022.
When I moved in the Property on August 12, 2022, the landscaping of the Property was well
maintained and in good condition, including the ficus trees on the west side in back yard of the
Property and other vegetation at the front and back yards of the Property. I did not find any
overgrown, dead, decayed, diseased vegetation or infest with insects at that time.
After I moved in the Property, I hired the original gardener of the Property, Isidro Rivera, to
continue the provision of landscaping maintenance services twice per month. The maintenance
services include removing and trimming all overgrown, dead, decayed, diseased vegetation in
all yards, and clean up surface of the Property.
The Property is one-level single family house, and both of its adjoining east and west side
neighbors' prope1iies are two-level single family houses.
The pad level of the Property is downslope of the west side neighbor's property, which is
located at 3520 Coolheights Drive, Rancho Palos Verdes, California 90275 (3520 house). And
the roof height of the Property just reaches to the land horizon of the West Neighbor's Property.
8. The whole back yard of the Property, and all of three bedrooms and living room of the Property
which face to the back yard with glass doors, are exposed to the neighbor under the direct sight
when sitting at its back yard and from its second level of the 3520 house.
9. When I moved in, there was a video camera on the east side wall of the 3250 house, which faced
to the back yard of the Prope1iy. All of the back yard and inside the Prope1iy facing to the back
yard were exposed under the video camera.
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10. There are five ficus trees on the west back yard along the the Property line with the 3250 house.
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They are planted in the shape of letter "W".
11. The ficus trees on the west side of the Property provide minimum privacy for the occupants of
the Prope1iy.
12. If these ficus trees on the west back yard of the Property would be trimmed to the heights as the
cutline required under the CMUNI2021-0003 Notice of Violation for Overgrown Rear Yard
Foliage (the Notice of Violation) dated on June 3, 2021, the Property, including whole back
yard and inside of the Property facing to the back yard, will be completely exposed to the
neighbor of the 3250 house under direct sight when sitting at its back yard.
13. After I moved in the Property, I immediately requested for a long-term lease with Ping Shen.
Ping Shen agreed to a three-year term lease. Nearly every day, I come home early from work so
that I can enjoy sitting in the backyard enjoying the view of the ocean and sunset. However, if
the ficus trees on the west back yard of the Property would be trimmed to the height required
under the Notice of Violation in order to keep the ocean view to the neighbor of the 3250 house
when sitting at his back yard, I would possibly not renew the lease after one-year term because
the Property as I may lose minimum privacy and would not be suitable for living any more
under the above situations.
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14. There is one ficus tree on the east side of the Property in the back yard. It also provides basic
privacy to the Prope1iy occupant although it may block east side neighbor's certain ocean view.
15. Since I moved in the Property, I have never heard and met any inspection or investigation from
the public health department or the fire depaiiment regarding the potential risk caused by the
landscaping of the Prope1iy.
16. On August 30, 2022, I found a copy of Notice and Order to Abate a Public Nuisance dated on
August 29, 2022 (the Notice of Abate) with two pages tapped on the front door of the Property.
I notified Ping Shen on the same day through mobile phone text.
17. On September 3, 2022, Ping Shen informed me that she appealed with the City Clerk for the
Notice timely.
18. On October 14, 2022, I cooperated the inspection of the Property by Gerri Witten, Enforcement
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Department of the City of Rancho Palos Verdes, after Ping Shen notified me about the
cooperation of inspection on October 12, 2022. Gerri Witten told me that is appeared that only a
little trimming of small branches on the lower trunk of the trees would be necess should listen to
them to comply with U.S. culture ary to meet City codes.
19. On March 17, 2023, at about 4: 00 pm, I found a copy of Abatement Warrant Order issued by
the Judge Cary Nishimoto dated on March 7, 2023 with two pages tapped on the front door of
the Property. I texted it to Ping Shen on the same day.
20. I have never found or received any application document regarding the Proposed Order For
Abatement Warrant under the City v. Ping Shen case.
21. I have timely forwarded to Ping Shen all documents that I found tapped on the door of the
Property. And I have never found or received any document delivered to the Property other than
the above-mentioned ones.
I declare under penalty of perjury under the laws of the State of California that the foregoing is true
and correct.
Dated: Marchl 9, 2023
By:_~_
Timothy Murakami
2
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RE: Code Violation @ 3510 Coolheights Dr.
~:{tf:,A.: Rudy Monroy<rmonroy@rpvca.gov>
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t&{!f:,A.: AMY<amy@harborpm.com>; guillermo<guillermo@harborpm.com>; A.S<528777605@qq.com>
Good afternoon,
C -f
I am seeking to contact the property owner/ responsible party for property 3510 Coolheights
Dr. in the City of Rancho Palos Verdes. This is in reference to a pending code enforcement
case CMUNI2021-0003 regarding overgrown foliage impeding surrounding neighboring
views. A second notice of violation was returned to my office. If someone can please
acknowledge this email and take the necessary measures to remedy this violation, your
cooperation would be greatly appreciated to avoid further code enforcement action.
Thank you,
Rudy Monroy
Code Enforcement Officer
City of Rancho Palos Verdes
D (310) 544-5296
rmon roy..@rRVCa.gov
City Hall is open to the public during regular business hours. To help prevent the sp1-eacl of
COVID-19, visitors are required to vvecir-face coverings and adhere to physical dista11ci11g
guidelines. Some employees are vvor-king on rotation and may be working r·ernotely. If you
need to visit City Hall, please schedule an appointment in advance by calling the apprnpriate
department and follow all posted directions during your visit. \Naik-ups a1·e limited to one
person at a time. Please note that ou1· response to your inquiry could be delayed. For a list of
department phone numbers, visit the Staff Directory on the City website.
https:J/mail.qq.com/cgi-bin/readmail?sid=IBG5kxKwDoqfEwxo&t=readmail_print&s=print&filterflag=true&mailid=ZL0526-Y~a4VdSKrCj~Eg1tQ2IE... 1/2
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3510 Coolehights Dr.pdf (1.53M) Tiz
3510 Coolehights Dr_Second Notice.pdf (833.82K) Tiz
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CITY OF
March 9, 2021
Ping Shen
3510 Coolheights Dr.
Rancho Palos Verdes, CA 90275
RANCHO PALOS VERDES
COMMUNITY DEVELOPMENT DEPARTMENT
RE: CMUNl2021-0003 -Notice of Violation for Overgrown Rear Yard Foliage at
3510 Coolheights Drive
Dear Mr. Shen:
The Code Enforcement Division of the Commun+t3/-Development Department recently
received a complaint of alleged violations of the Rancho Palos Verdes Municipal Code
(RPVMC) occurring on your property located at 3510 Coolheights Dr. In response, City
Staff received photographic information which confirmed over-height hedge(s) located
on the east side of your property on your hillside slope.
According to Rancho Palos Verdes Municipal Code§ 17.76.030.C, hedges shall be
permitted on any part of a lot to a height that does not significantly impair a view from
surrounding properties.
As such, the following actions will be necessary in order to bring your property into
compliance.
• Please trim hedges/foliage down to identified cutline so that it does not impair a
view from surrounding properties.
The City strives to gain voluntary compliance from property owners in regards to code
violations reported and confirmed on a property. A re-inspection of your property and
review of this case will be conducted on April 08, 2021. If the violations on your
property continue to exist, and no attempts are made to contact this office by the
voluntary compliance date in order to resolve this matter, further code enforcement
action will occur.
City Hall is open to the public during regular business hours. To help prevent the spread
of COVID-19, visitors are required to wear face coverings and adhere to physical
distancing guidelines. Some employees are working on rotation and may be working
30940 HAWTIIOF:NE W)UlJ'VAViJ / RAiiCHO f'ALUf:3 Vl:l~Ut:S CA 90275-5391 / (::l1(J! 5,11-52?8 / FAX (310, 54-1-5293 \VWWf<PVCA.GOV
0 Pr~INTr:D ON [<ECYCL.FD PAPE!<
2
remotely. If you need to visit City Hall, please schedule an appointment in advance by
calling the appropriate department or division and follow all posted directions during
your visit. Walk-ups are limited to one_12__erscm at a time.
Please contact me at Rmonroy@rpvca.gov or at (310) 544-5296 if you need additional
information regarding the nature of the violation or if you have questions regarding the
contents of this notice. Thank you for your cooperation in this matter.
Sincerely,
¥-\::) ii\:~
Rudy Monroy
Code Enforcement Officer
2
Staff photograph 3-4-21
Trim foliage down identified
in yellow arrows down to red
dotted cutline.
2
RANCHO PALOS VERDES
Code Enforcement Department
June 3, 2021
Ping Shen
3510 Coolheights Dr.
Rancho Palos Verdes, CA 90275
RE: CMUNl2021-0003 -Notice of Violation for Overgrown Rear Yard Foliage at 3510
Coolheights Drive
Dear Ms. Shen:
On March 9 1 2021. this office sent you a notice concerning the inadequate maintained foliage
significantly impairing neighboring views. The notice provided you an opportunity to remedy the
violation, or contact this office regarding the City's request for compliance with the Rancho Palos
Verdes Municipal Code.
A secondary inspection of your property, conducted on April 27 1 2021, revealed the violations still
exist (see enclosed photos). Again, pursuant Rancho Palos Verdes Municipal Code§
17.76.030.C, hedges shall be permitted on any part of a lot to a height that does not significantly
impair a view from surrounding properties.
This is the second notice advising you to take the following actions to remedy the violation
• Trim hedges/foliage down to identified cutline so that it does not impair a view from
surrounding properties.
The City strives to gain voluntary compliance from property owners in regards to code violations
reported and confirmed on a property. A re-inspection of your property and review of this case will
be conducted on June 17, 2021. If the violations on your property continue to exist, and no
attempts are made to contact this office by the voluntary compliance date in order to resolve this
matter, further code enforcement action will occur.
City Hall is open to the public during regular business hours. To help prevent the spread of
COVID-19, visitors are required to wear face coverings and adhere to physical distancing
guidelines. Some employees are working on rotation and may be working remotely. If you need to
visit City Hall, please schedule an appointment in advance by calling the appropriate department
or division and follow all posted directions during your visit Walk-ups are limited to one person at
a time.
30940 HAWTHORNE BOULEVARD/RANCHO PALOS VERDES, CA 90275-5391
PLANNING/CODE ENFORCEMENT: (310) 544-5228 BUILDING: (310) 541-7702 DEPT. FAX: (310) 544-5293
MAIN CITY HALL: (310) 377-0360
PRINTED ON RECYCLED PAPER
2
Please contact me at Rmonroy@rpvca.gov or at (310) 544-5296 if you need additional
information regarding the nature of the violation or if you have questions regarding the contents of
this notice. Thank you for your cooperation in this matter.
Sincerely,
~f\~\
Rudy Monroy 0
Code Enforcement Officer
Staff photograph taken 04-27-21
Cut foliage to red
dotted cutline
identified.
30940 HAWfHORNE BOULEVARD/RANCHO PALOS VERDES, CA 90275-5391
PLANNING/CODE ENFORCEMENT: (310) 544-5228 BUILDING: (310) 541-7702 DEPT. FAX: (310) 544-5293
MAIN CITY HALL: (310) 377-0360
PRINTED ON RECYCLED PAPER
2
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3/18/23, 3:08 PM
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Complaint Against Rudy Monroy for His Discrimination and Misconduct
~{4.A: A.S<528777605@qq.com>
B1 faJ: 2021iF6F.l27B(£1ffl5lc) .1:.q:10:35
1&{4A: AMihranian<AMihranian@rpvca.gov>
:j=j) ~: JDeZiel<JDeZiel@rpvca.gov>
Dear Mr. Mihranian,
I am writing to you for complaining against Rudy Monroy, Code Enforcement Officer of
RPV City, for his discrimination against Asian property owner and intentionally
wrongful enforcement of City Code.
1. Code Violation
I did not violate the Code. MonroY. wrongfullY. enforced the CitY. Code intentionallY.,
First, the ficus trees along the adjoint side with neighbor does not constitute "hedge". They
were planted in "W" shape instead of a straight line in 2012. My property manager should
have complained it to him.
Additionally, according to Ordinance No. 546, specific hedge is allowed for need to prevent
unreasonable invasion of privacy. My one-level house's elevation is much lower than the
neighbor's land, and the roof of mv. house onlv. reaches to the neighbor's land ground. And
the neighbor has intentionallY. set UP-one monitor at the side of his backv.ard since 2016,
which faces to my back yard and bedrooms. From his back yard the neighbor can see my
inside rooms as well as all activities in back yard without ficus trees. ( In 2012 I went to City
Hall for counselling the Planning Dept about how to keep privacy legally. Planning Dept. gave
me this way how to plant ficus tree and avoid hedge definition.)
However, in the Notice, Monroy wrongfully required the ficus tress must be trimmed not
higher than redgeline. As Enforcement Officer, he did not enforce the Code correctly, but used
the Code to bully Asian Owner so as to benefit his friend.
2. The Pumose of Enforcement of Code
Monroy's purpose is not enforcement of the Code but to harass and discriminate an Asian
Owner.
He has the contact information of my property manager company, which is located in RPV.
And my property manager has communicated this issue to him or through his friend, the
unlawfully detained tenant. Monrov. knew I am out of countr.v.. He still sent email to me which
https://mail.qq.com/cgi-bin/readmail?sid=IBG5kxKwDoqfEwxo&t=readmail_print&s=print&filterflag=true&mailid=ZL0727-_XhpQcAkyU2aPiFBUsV... 1/4
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3/18/23, 3:08 PM
he unlawfully obtained. His intent is to harass me, which is exactly the tenant arranged for.
So, Monroy used power of enforcement to benefit his friend.
(The tenant also complained to DPH through personal relationship with the Inspector. But
after my complaining to the County, the Inspector was investigated and the DPH case was
closed. )
3. Discrimination Against Asian Owner
In the Notice, Monroy constantly stated my trees blocked neighbor's view and neighbor's view
is important and ordered to cut trees to RIDGELINE. As a enforcement officer, he did not
consider my right of PRIVACY. Only a racist will think White Owner's view is more important
than our Asian Owners-White Priority! So, he intentionally discriminated an Asian Owner.
It is not a good experience for me to live in RPV neighborhood, which is not friendly to Asian
owners. But it does not mean government employees can tolerant Rudy Monroy for his
discrimination against a Asian tax payer.
Thus, I request City to investigate Rudy Monroy's discrimination and misconduct. If I do not
get feedback within reasonable time, I will complain to the County.
Sincerely,
Ping Shen
---Original---
From: "Rudy Monroy" <rmonroy@rpvca.gov>;
Date: Sat, Jun 26, 2021 06:53 AM
To: "amy@harborpm.com"<amy@harborpm.com>; "guillermo@harborpm.com"
<guillermo@harborpm.com>; "A.S"<52877760S@qq.com>;
Subject: RE: Code Violation @ 3510 Coolheights Dr.
Good afternoon,
I am seeking to contact the property owner/ responsible party for property 3510 Coolheights
Dr. in the City of Rancho Palos Verdes. This is in reference to a pending code enforcement
case CMUNI2021-0003 regarding overgrown foliage impeding surrounding neighboring
views. A second notice of violation was returned to my office. If someone can please
https://mail.qq.com/cgi-bin/readmail?sid=IBG5kxKwDoqfEwxo&t=readmail_print&s=print&filterflag=true&mailid=ZL0727-_XhpQcAkyU2aPiFBUsV... 2/4
2
3/18/23, 3:08 PM
acknowledge this email and take the necessary measures to remedy this violation, your
cooperation would be greatly appreciated to avoid further code enforcement action.
Thank you,
Rudy Monroy
Code Enforcement Officer
L City of Rancho Palos Verdes
D (310) 544-5296
rmon roy..@.rP-VCa.gov
City Hall is open to the public during regular business hours. lo help prevent the spread of
COVID-19, visitors are requi1-ed to wea1· face coverings and adhe1·e to physical ciistancing
guidelines. Some employees are working on rotation and may be working remotely. If you
need to visit City Hall, please schedule an appointment in advance by calling the appropriate
department and follow all posted cii1·ectio11s your visit. \Naik-ups are lirnitecl to one
person at a time. Please note that our response to your inquir/ could IJe delayed. For a list of
department phone numbers, visit the Staff Directory on the City website.
•
, Oownload on 1he
AppStore
llliii..:.: GEl'ITON
IP"". Googfe Play
https://mail.qq.com/cgi-bin/readmail?sid=IBG5kxKwOoqfEwxo&t=readmail_print&s=print&filterflag=true&mailid=ZL0727-_XhpQcAkyU2aPiFBUsV... 3/4
2
3/18/23, 3:08 PM
m1<tt:c21-)
Hllf.1f4=
3510 Coolehights Dr.pdf (1.53M) T~
3510 Coolehights Dr_Second Notice.pdf (833.82K) T~
https://mail.qq.com/cgi-bin/readmail?sid=IBG5kxKwDoqfEwxo&t=readmail_print&s=print&filterflag=true&mailid=ZL0727-_XhpQcAkyU2aPiFBUsV... 4/4
2
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2
3/18/23, 7:24 PM
-aomw?g
maiLi:JQ~com
Re: ***SPAM*** Contact Information for Sliding & Screen Doors_3510 Coolheights
Dr., RPV, CA90275
;~Jj:A: tim<tim@southbay-propertymanagement.com>
B'1 ls.J: 20211:i=-7F.l3El(~lm1') ~~0:39
!&1!/=A: A.S<528777605@qq.com>
r.Ji ~: olga<olga@southbay-propertymanagement.com>
We are getting estimates for paint and landscape clean up and should have them in a few
days.
I meet with the city inspector to discuss the tree trimming. I told him I couldn't tell where
they should be cut from your side. So we went to the neighbors house to see from that side.
Well that was interesting. Anyway after listening to them talk about the view etc I told them
I would have to come back on a clear day as it was foggy and there was no view. Hopefully
we find a resolution that both side are ok with.
Have a nice weekend.
Sincerely
Tim Kelley
South Bay Property Management & Sales
South Bay Real Estate group.
www.southbay-propertymanagement.com
3855 Pacific Coast Hwy #6-A
Torrance CA 90505
310-561-8883
On Jun 28, 2021, at 7:02 PM, A.S <528777605@qq.com> wrote:
Tim
All outside doors and screen doors as well as windows were made by Value, not
inside closet door which are originals.
Please give me estimation of all repair items. If you have any advice on
landscaping plan to keep privacy from adjacent neighbors, please give me
estimation. Thank you.
Ally
https://mail.qq.com/cgi-bin/readmail?sid=IBG5kxKwDoqfEwxo&t=readmail_print&s=print&filterflag=true&mailid=ZC3203-ryqwoiNhUNQLSIU1Gj... 1/16
2
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2
NOTICE AND ORDER TO ABATE A PUBLIC
NUISANCE
TO THE OWNER, AGENT OF THE OWNER, LESSEE,
OCCUPANT, OR PERSON IN POSSESSION OF
THE PROPERTY HEREINAFTER DESCRIBED:
3510 COOLHEIGHTS DRIVE, RANCHO PALOS VERDES, CA
YOUR A ITENTION IS HEREBY DIRECTED to the provisions of Chapter 8.24 of Title
8 of the Municipal Code of the City of Rancho Palos Verdes, California on file in the office of the
City Clerk in City Hall.
Pursuant to provisions of said Chapter, you are hereby notified that the inadequately
maintained landscaping visible from the public right-of-way or adjoining property, which shall
include, trees, hedges, plants or other vegetation which are overgrown, dead, decayed, diseased or
infest with insects, constitutes a prohibited activity and unlawful conduct pursuant to Rancho Palos
Verdes Municipal Code Section 8.24.060, a copy of which is attached hereto.
You are further notified that pursuant to Rancho Palos Verdes Municipal Code Sections
1.08.0I0(C) and 8.24.070, the Code Enforcement Officer has inspected, or caused inspection of
the subject property as of August 29, 2022 and has determined that the above-referenced unlawful
condition existing thereon constitutes a public nuisance.
You are further notified and ordered to abate the above specified condition by taking the
following actions(s):
1. Cut back all overgrown vegetation, including the hedges on the west side of the
property, so that it foliage does not significantly impair views from surrounding
properties.
2. Once all corrective actions are taken and complete, contact Officer Rudy Monroy,
at 310.544.5296 to schedule a final inspection of the property.
Such action must be completed within thirty (30) days from the date of your receipt of
this notice and order, and thereafter you must maintain said property free of any of the unlawful
conditions described above.
In the event you fail to complete such work within the time herein mentioned, the
undersigned shall cause the appropriate abatement action to be taken and completed, and the
charges therefor will be a lien upon the said property.
01203.0011/812474.1
2
Notice and Order to Abate a Public Nuisance
3510 Coolheights Dr.
You are advised that any person holding record title or having any interest in the property
may appeal from this notice and order, or any detem1ination of the Code Enforcement Officer, to
the City Council v,,ithin ten (10) days from the date of service of this notice and order. Written
notice of such appeal must be filed in the office of the City Clerk at the Rancho Palos Verdes City
Hall located at 30940 Hawthorne Boulevard, Rancho Palos Verdes, 90275. If no appeal is filed
within the time prescribed, the determination of the Code Enforcement Officer shall be final.
You are further advised that this notice and order may be recorded against the property in
the Office of the County Recorder.
This notice applies to the property situated in the City of Rancho Palos Verdes, Los Angeles
County, California, on premises described as Lot 139, Tract No. 29057, Assessor Parcel Number
7558-014-027 and commonly known as 3 510 Coolheights Drive, Rancho Palos Verdes, California.
Dated at Rancho Palos Verdes, California, this 29 day of August , 2022.
~~
Rudy Monroy
Code Enforcement Officer,
City of Rancho Palos Verdes, California
RUDY MONROY
CODE ENFORCEMENT OFFICER
~0040, •c,11ti,orne Blvd/ Rancl10 Palos Verdes. CA 90275-539·1
:, " ria, . _ , -~g-
(3101 544-5296 • Fax i3•10l :i44-:i--:,
e-mail: Rmonroy@rpvca.gov • 'fNN✓.rpvca.gov
01203.0011/812474. I
2
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2
3/18/23, 9:19 AM QOil!llffi -HEPil!B{!f:
oom~~~
maif.QQ.com
Filing Appeal with RPV City Clerk Regarding Notice Order to Abate Public Nuisance_3
510 Coolheights Dr., RPV, CA 90275
.a1tJ:..A.: A.S<528777605@qq.com>
81 1sJ: 2022~9F.l38(~Wh) ...ttJ=-7:20
l&{tf:A: cityclerk<cityclerk@rpvca.gov>
pj) ~: krukavina<krukavina@rpvca.gov>; octavios<octavios@rpvca.gov>
September 2, 2022
Office of City Clerk
Rancho Palos Verdes City Hall
30940 Hawthorne Boulevard,
Rancho Palos Verdes, CA 90275
Dear City Clerk,
I am the property owner of 3510 Coolheights Dr., RPV, CA 90275 ("the Property"). I am
writing to file appeal with the City Clerk regarding the Notice Order to Abate Public
Nuisance (the "Notice") attached according to Section 8.24.080 of Title 8 of the Municipal
Code of City of Rancho Palos Verdes ("the Code").
The Notice notified that I violated Section 8.24.060 of the Code because of inadequate
maintaining landscaping. However, the Notice failed to state which item of Section 8.24.060
I violated and did not attach any copy or pictures to describe the violation.
The Notice ordered property owner to "cut down overgrown vegetation, including the
·---·-
hedges on the west side of the property ... ". Again the Notice did not state clearly which
overgrown vegetation shall be cut and where were hedges. The Notice is unconstitutionally
vague because it failed to inform the content of its order.
The Property is one-level house. The horizon of the Property is much lower than its west
adjoining neighbor's property, and its roof only: reaches to the neighbor's land ground. Thus,
its whole backyard and bedrooms are all completely exposed to the neighbor if the neighbor
stands at his back yard. Furthermore, the neighbor has intentionally install one camera at the
side of his house since 2015, facing to the back yard and bedrooms of the Property.
In order to keep basic privacy, I planted trees in shage of "W" at back yard along partial
---acfjoining border with the neighbor after having consulting with yotff Community
Development Department of RPV City Hall. These trees do not constitute the "hedges"
defined under the Code because they are not in one straight line. However, the neighbor
demanded me to cut all plants which block his view when he sits down at his back yard. I
2
3/18/23, 9:19AM QQili!lffl-:j:J£pili~f!j:
refused this demand. Then the neighbor used his connection with the Enforcement Officer,
Ruby Monroy, and harassed me through Monroy's misconduct.
According to Section 8.24.060 of the Code, no any trees, plants and other vegetation of the
property constitute unlawful condition under the Item c.i, ii, iii, and iv of Section 8.24.060.
And it does not constitute "Public Nuisance" of Section 8.24.070 of the Code and the
definition under Section 8.24.030 of the Code.
Additionally, I complained against the Enforcement Officer, Ruby Monroy, with the City
Manager in June 2021 because of her misconduct and violation of the procedure of the Code
as well as her personal interest in the inspect issue.
I request the City Council to deny the Enforcement Officer's Order according to the Code
and the practical situation of the Property. And I also reserve all legal rights to take action
for the unlawful use of power against the Enforcement Officer and the City.
If you believe I shall file appeal with City Clerk through other method, please kindly notify
me through email or calling. Thank you.
Regards,
Ping Shen
Property Owner
Cell Phone: 202 340 1017
A.S
528777605@qq.com
Notice Order to Abate Public Nuisance 08-29-22.pdf (302.40K) Ttt
2
E'><Ji r i~I 1 1
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2
3/18/23, 9:24AM
OOr:ll~crli
rn.ail.qq.com
~.6t: Re: RE: : RE: Re:RPV Code Enforcement Case ID CMUNI2021-0003 Regarding 3
510 Coolheights, Rancho Palos Verdes
~ftj:A: A.S< 528777605@qq.com>
11'.t fsJ: 2022l:f:111'319El(g!Jffi:R') ..t~l0:57
l&ftj:A: Gerri Whitten<gwhitten@rpvca.gov>
Dear Gerri Whitten,
Good day!
According to your email dated November 9, 2022, you informed that you would have a notice
of your finding and a final resolution before end of November 18, 2022. However, until
November 18, 2022 I have not received your email regarding this case.
I am aware that my email service is provided by Tencent company, the application of which
has been banned by U.S. government since 2020. In case emailing service would be
unavailable or interrupted, please call the U.S. phone number which I provided to
Enforcement Department and RPV City Hall. The recipient of phone calling will forward to me
the his conversation with you.
Thank you again.
Best Regards,
Ping Shen
A.S
528777605@qq.com
~fll:A: "A.5'' <528777605@qq.com>;
~iill!triiJ: 2022l:f:111'310El(~WJ!Z!I) ~2:34
l&{t!:A: "Gerri Whitten"<gwhitten@rpvca.gov>;
Etffi!i: Re: RE: : RE: Re:RPV Code Enforcement Case ID CMUNI2021-0003 Regarding 3510 Coolheights,
Rancho Palos Verdes
Gerri Whitten,
https://mail.qq.com/cgi-bin/readmail?sid=IBG5kxKwDoqfEwxo&t=readmail_print&s=print&filterflag=true&mailid=ZL0719-9nNrTcyKmR1IChV2Z4B... 1/9
2
3/18/23, 9:24AM
Good morning! I truly appreciate your efforts for my case.
I would like to take your advice based on the particular facts with your inspection and
relevant law. Please note that I could not have taken any action to meet the requirements
under prior notices from Enforcement Dept. before because the requirements were so vague
and were not based on the facts.
Thank you again.
All the best,
Ping Shen
---Original---
From: "Gerri Whitten"<gwhitten@rpvca.gov>
Date: Wed, Nov 9, 2022 13:08 PM
To: "A.S"<528777605@qq.com>;
Subject: RE: : RE: Re: RPV Code Enforcement Case ID CMUNI2021-0003 Regarding 3510 Coolheights,
Rancho Palos Verdes
Good morning, Ping Shen,
Thank you very much for following up on the status of this case, I greatly appreciate your
cooperation and diligence in resolving this matter. My apologies for the delay, I have been
working on a limited schedule and away from the office over the past three weeks and have
not had a moment to draft up my findings. I have also communicated with the City's
Attorney's Office and requested the city to pause the motion while I attempt to resolve this
matter with you as a final resolution. I expect to have a notice of my findings before the end
of next week.
Thank you once again,
f
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; '. \. \ . · ..... ·
... ,~2~:L .. J f:( '{.·"',,
Gerri Whitten
Cert. Code Enforcement
Officer
gwh itten@rpvca.gov
Phone -(310) 544-5299 11t...: GETlfON
.,,.. Google Play
https://mail.qq.com/cgi-bin/readmail?sid=IBG5kxKwDoqfEwxo&t=readmail_print&s=print&filterflag=true&mailid=ZL0719-9nNrTcyKmR1IChV2Z4B... 2/9
2
3/18/23, 9:24 AM
Address:
30940 Hawthorne Blvd.
Rancho Palos Verdes, CA 90275
Website: www.rpvca.gov
aai!IBffi -HEPiliBf!J:
This e-mail message contains information belonging to the City of Rancho Palos Verdes, which may be
privileged, confidential, and/or protected from disclosure. The information is intended only for use of the
individual or entity named. Unauthorized dissemination, distribution, or copying is strictly prohibited. If
you received this email in error, or are not an intended recipient, please notify the sender immediately.
Thank you for your assistance and cooperation.
City Hall is open to the public during regular business hours. Appointments are strongly encouraged, and
virtual appointments are available. Many services are available online, including plan check review
services. To schedule an appointment, visit the Staff Directory on the City website to find the
appropriate department. Some employees may be working remotely. Please be patient with us as there
may be delays or minor inconveniences in responding to your inquiry.
From: A.S <528777605@qq.com>
Sent: Friday, November 4, 2022 11:27 AM
To: Gerri Whitten <gwhitten@rpvca.gov>
Subject: : RE: Re:RPV Code Enforcement Case ID CMUNI2021-0003 Regarding 3510
Coolheights, Rancho Palos Verdes
CAUTION: This email originated from outside of the City of Rancho Palos Verdes.
Dear Gerri Whitten,
Following up your inspection of my house on October 14, 2022, I would like to know whether
I am able to know your inspection result.
Additionally, if your Department of Rancho Palos Verdes City Hall has any final comments or
action, please let me know via this email address.
https://mail.qq.com/cgi-bin/readmail?sid=IBG5kxKwDoqfEwxo&t=readmail_print&s=print&filterflag=true&mailid=ZL0719-9nNrTcyKmR1IChV2Z4B... 3/9
2
3/18/23, 9:24AM OOll!Bffi -HEPll!B{!:I=
I would highly appreciate it if you could notify me any updates.
Sincerely,
Ping Shen
A.S
528777605@qq.com
------------------lffi:~m~1tt: ------------------
~flfA: "A.S" <528777605@qq.com>;
l&{lfA: "Gerri Whitten"<gwhitten@rpvca.gov>;
ffl: Re:RE: Re:RPV Code Enforcement Case ID CMUNI2021-0003 Regarding 3510
Coolheights, Rancho Palos Verdes
Dear Gerri Whitten,
Thank you for your kind response.
To be honest, I have been sucked in China since Chinese Lunar New Year in early 2020 due to
local lock-down policy during Covid-19 pandemic. During the past, I had to use other family
member's U.S.A. address for my necessary contact.
https://mail.qq.com/cgi-bin/readmail?sid=IBG5kxKwDoqfEwxo&t=readmail_print&s=print&filterflag=true&mailid=ZL0719-9nNrTc
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4/9
2
3/18/23, 9:24 AM
I just terminated property management service with my prior property management company
in August 2022 because the company could not have helped me out of the City Enforcement
issue.
If you do not mind, please just contact me through email temporarily. I will provide you with
new contact once I have an attorney at law or arrange other property manager.
Thank you again.
All the best,
Ping Shen
A.S
528777605@qq.com
------------------Original ------------------
From: "Gerri Whitten" <gwhitten@rpvca.gov>;
Date: Wed, Oct 12, 2022 11:55 PM
To: "A.S"<528777605@qq.com>;
Subject: RE: Re:RPV Code Enforcement Case ID CMUNI2021-0003 Regarding 3510
Coolheights, Rancho Palos Verdes
Good morning, Ping Shen,
https://mail.qq.com/cgi-bin/readmail?sid=IBG5kxKwDoqfEwxo&t=readmail_print&s=print&filterflag=true&mailid=ZL0719-9nNrTcyKmR1IChV2Z4B... 5/9
2
3/18/23, 9:24AM aam~m -:IJflJil!~f!f:
Thank you kindly for the prompt response and for scheduling the inspection for this Friday at
8: 30 AM PST. Officer Monroy will no longer be handling this matter. You may reach me directly
at any time should you have any questions or concerns. I am in and out of the office often, so
email is the preferred method of contact; however, you are always welcome to call me directly
at (310) 544-5299 and leave a message. Would you please be so kind to provide me with
your primary mailing address and a good contact number so that I may send you a formal
notice following the inspection?
I greatly appreciate your cooperation.
Respectfully,
Gerri Whitten
Cert. Code Enforcement Officer
(310) 544-5299
City of Rancho Palos Verdes
30940 Hawthorne Blvd.
Rancho Palos Verdes, CA 90275
(310) 544-5200
www.rpvca.gov
From: A.S <528777605@qq.com>
Sent: Wednesday, October 12, 2022 8: 20 AM
To: Gerri Whitten <gwhitten@rpvca.gov>
Subject: Re:RPV Code Enforcement Case ID CMUNI2021-0003 Regarding 3510 Coolheights,
Rancho Palos Verdes
https://mail.qq.com/cgi-bin/readmail?sid=IBGSkxKwDoqfEwxo&t=readmail_print&s=print&filterflag=true&mailid=ZL0719-9nNrTcyKmR1IChV2Z4B...
6/9
2
3/18/23, 9:24 AM
CAUTION: This email originated from outside of the City of Rancho Palos Verdes.
Dear Gerri Whitten,
Thank you for your email sent to me dated on October 12, 2022. I have not received your
letter dated on September 26, 2022 regarding the inspection of my house located at the
above address. My primary address has been changed, neither your mailing address in MA
nor the above RPV address in CA, since 2020 because of the Covid-19 pandemic.
I consent the inspection in order for the City of RPV to reclassify my tress in rear of the back
yard of my house. I attached the Consent Letter signed to this email. I have arranged
someone to open the door for your inspection on October 14i 2022i at 8: 30 am PT.
I appreciate another Enforcement Officer's involvement in my case. Since 2021, the
Enforcement Department Officer, Rudy Monroy, has refused to inspect the trees at back yard
of my house and insisted the trees were hedges after I and two of my property managers
had explained to him.
If you have further requirement, please let me know directly. Thank you again.
Best Regards,
Ping Shen
A.S
528777605@qq.com
------------------Original ------------------
From: "Gerri Whitten" <gwhitten@rpvca.gov>;
Date: Wed, Oct 12, 2022 02:50 AM
To: "A.S"<528777605@qq.com>;
https://mail.qq.com/cgi-bin/readmail?sid=IBG5kxKwDoqfEwxo&t=readmail_print&s=print&filterflag=true&mailid=ZL0719-9nNrTcy KmR 1 IChV2Z4B... 7 /9
2
3/18/23, 9:24AM aall!~ffi -ITEP!l!Wf:
Cc: "Rudy Monroy"<rmonroy@rpvca.gov>;
Subject: RPV Code Enforcement Case ID CMUNI2021-0003 Regarding 3510 Coolheights,
Rancho Palos Verdes
Good morning, Ping Shen,
I am contacting you on behalf of the City of Rancho Palos Verdes. I, Gerri Whitten, am the
Certified Code Enforcement Officer assigned to review and manage the code enforcement
case, CMUNI2021-0003, involving your property located at 3510 Coolheights, Rancho Palos
Verdes, CA.
As you know, the City Attorney's Office is working with the Code Enforcement Division to
abate the hedges located in the rear of your property that significantly impair a view from the
surrounding property. In reviewing this case, I may be able to provide a resolution to resolve
and close the code enforcement case and drop the abatement process. I am requesting to
inspect the hedges in the rear of your property to determine if the hedges may be reclassified
as trees. Depending on the structure, the height, and the trunk or base of the hedges, the
city may reclassify the hedges as trees. If the hedges are reclassified, the code violation will
be resolved, and no further enforcement action will be necessary by our department.
However, if the hedges cannot be reclassified as trees, then unfortunately the City will pursue
the abatement process unless you have the hedges trimmed immediately to restore the view
from the surrounding property. On September 26, 2022, I mailed you a letter to your primary
residence in Allston, MA., requesting consent to inspect the hedges on your property at 3510
Coolheights, Rancho Palos Verdes, CA. The inspection must be conducted on or before, Friday,
October 14, 2022, no later than 3: 30 pm. I have enclosed a copy of the letter and the
consent form attached to the letter. Please review the attached documents, sign and return
the consent to inspect form, and schedule the inspection as soon as possible. I am looking
forward to assisting you in resolving this matter and hope we can find a common resolution to
avoid further code enforcement action. Please let me know if you have any questions or
concerns regarding the contents of this email including the attached documents.
Respectfully,
Gerri Whitten
Cert. Code Enforcement
Officer
https://mail.qq.com/cgi-bin/readmail?sid=IBG5kxKwDoqfEwxo&t=readmail_print&s=print&filterflag=true&mailid=ZL0719-9nNrTcyKmR1IChV2Z4B...
8/9
2
3/18/23, 9:24 AM
0 .:/
·:-
\
SC .-, ~-
~'-,...--..:!~-~ '
gwh itten@rpvca.gov
Phone -{310) 544-5299
Address:
30940 Hawthorne Blvd.
Rancho Palos Verdes, CA 90275
Website: www.rpvca.gov
llt... GETrrOtf
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This e-mail message contains information belonging to the City of Rancho Palos Verdes, which may be
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Phone:800-858-5508
26415 Summit Circle
Santa Clarita, CA 91350 Fax:877-317-8437
Email:AR@staygreen.com
INVOICE 73417
INVOICE DATE 04/28/2023
BILL TO PROPERTY ADDRESS
City of Rancho Palos Verdes
c/o City of Rancho Palos Verdes
Attn: Accounting
30940 Hawthorne Blvd.
Rancho Palos Verdes, CA 90275
City of Rancho Palos Verdes
30940 Hawthorne Blvd
Rancho Palos Verdes, CA 90275
DUE DATE TERMS PO#ACCOUNT MANAGER
05/28/2023 Net 30 Zachariah Lavenant
DESCRIPTION PRICE
#48014 - 3510 Coolheights Dr Trimming
Code Enforcement Trimming
·Trim area of shrubs instructed by code enforcement personnel Rudy
Price Includes Labor & Material
$1,200.00
INVOICE GRAND TOTAL $1,200.00
Invoices are due within 30 days of billing date, or are subject to a 1.5% per month service charge (18% annual rate)
Stay Green Inc!
The Natural Choke
For Profossio11al Landscape Services