CC SR 20240618 M - FY24-25 Annual PSA & POs Over $25K
CITY COUNCIL MEETING DATE: 06/18/2024
AGENDA REPORT AGENDA HEADING: Consent Calendar
AGENDA TITLE:
Consideration and possible action to approve ongoing professional service agreements,
amendments, and blanket purchase orders for Fiscal Year (FY) 2024-25 that exceed
$25,000.
RECOMMENDED COUNCIL ACTION:
(1) Approve the renewal of ongoing professional service agreements;
(2) Approve Purchase Orders for FY 2024-25 that exceed $25,000 for various City
Departments;
(3) Authorize the Mayor to execute 10 amendments to existing professional services
agreements approved to form by the City Attorney; and,
(4) Authorize the Mayor to execute two professional services agreement and one
agreement for class instruction approved to form by the City Attorney.
FISCAL IMPACT: If City Council actions are approved, $2,379,000 is included in the
FY 2024-25 Draft Budget from various accounts.
Amount Budgeted: N/A
Additional Appropriation: N/A
Account Number(s): N/A
ORIGINATED BY: Jason Loya, Senior Administrative Analyst
REVIEWED BY: Vina Ramos, Director of Finance
APPROVED BY: Ara Mihranian, AICP, City Manager
______________________________________________________________________
ATTACHED SUPPORTING DOCUMENTS:
A. Summary of Maintenance and Operations Vendors and Funding Sources
Over $25,000/FY (page A-1)
B. Amendment No. 1 to Agreement for Professional Services with Blais &
Associates, LLC (page B-1)
C. Professional Services Agreement with Tripepi Smith (page C-1)
D. Amendment No. 2 to Agreement for Professional Services with Mosaic
Public Partners (page D-1)
E. Amendment No. 1 to Agreement for Professional Services with All City
Management Services (page E-1)
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F. Amendment No. 1 to Agreement for Professional Services with Coleen
Berg (page F-1)
G. Amendment No. 1 to Agreement for Professional Services with Cotton
Shires and Associates (page G-1)
H. Amendment No. 1 to Agreement for Professional Services with LSA
Associates, Inc. (page H-1)
I. Amendment No. 2 to Agreement for Professional Services with Michael
Baker International (page I-1)
J. Amendment No. 1 to Agreement for Professional Services with Willdan
Engineering (page J-1)
K. Professional Services Agreement with Marina Graphic Center (page K-1)
L. Agreement for Class Instruction with Matsumoto Music, LLC (page L-1)
M. Amendment No. 4 to Agreement for Professional Services with
ParkMobile LLC (page M-1)
N. Amendment No. 1 to Agreement for Professional Services with Black
Knight Patrol, LLC (page N-1)
BACKGROUND:
This report summarizes planned professional services agreements, maintenance
agreements, other non-personnel services, and purchases of supplies and small
equipment valued at $25,000 or more for FY 2024 -25. Initiated in FY 2017-18, this
consolidated reporting process aims to streamline the approval of ongoing annual
agreements and purchase orders exceeding $25,000 into a single agenda item,
enhancing efficiency, transparency, and oversight. Previously, these items were
individually recommended to the City Council for approval. Excluded from this report are
ongoing professional services agreements approved in a prior-year report for multi-year
terms and new agreements related to capital improvement projects.
This process adheres to City policies, including Ordinance No. 618 (Purchasing),
codified in Rancho Palos Verdes Municipal Code (RPVMC) Chapter 2.14 – Approval
and Execution of Contracts, which requires City Council approval and Mayoral
execution for new or amended agreements over $25,000. Additionally, RPVMC §
2.44.050(C) requires City Council approval for purchases of supplies or small
equipment exceeding $25,000 per vendor. Accordingly, Staff seeks City Council
approval for the allocation and expenditure of funds pursuant to adoption of the annual
budget. The public hearing for the FY 2024-25 Budget adoption is a separate agenda
item.
Tonight, the City Council is requested to approve the renewal of ongoing annual service
agreements and purchase orders of $25,000 or more and to authorize the Mayor to sign
new or amended professional services agreements as outlined in this report.
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DISCUSSION:
This summary includes vendor names, contract terms, estimated costs, account details
and budgeted amounts for items under consideration. Estimated costs and budgeted
amounts may change during the year, and not -to-exceed (NTE) amounts may be lower
based on actual work and negotiated rates. Expenditures beyond the NTE will return to
the City Council for approval as required by the City's Purchasing Ordinance. The
details discussed below are organized by department and item number, corresponding
to the Summary of Maintenance and Operations Vendors and Funding Sources Over
$25,000/FY (Attachment A).
CITY ADMINISTRATION
1 – Azteca Systems, LLC
The City entered into a licensing agreement with Azteca in July of 2021 for Cityworks.
Cityworks is the program utilized by Public Works to maintain work orders submitted by
other departments and for asset and maintenance management.
The estimated annual licensing agreement in FY 2024-25 is not to exceed $45,000.
Account number: 101-400-1470-5201 ($45,000 General Fund – Repair &
Maintenance Services)
101-400-1470-5101 ($7,500 General Fund – Professional / Tech
Services)
2 – Blais & Associates
Blais & Associates provides administrative support for the City’s grant program under a
professional services agreement that was awarded by the City Council on June 20,
2023, following the issuance of a request for proposals. Tonight, the City Council is
being asked to consider exercising the first of two optional one -year term extensions for
the agreement (Attachment B). Although the not-to-exceed contract amount is $59,048,
Staff budgeted this service at $52,000 because in past years the City has generally kept
the cost at or below this amount.
The estimated annual cost for FY 2024-25 is not to exceed $59,048.
Account number: 101-400-2999-5101 ($52,000 General Fund – Professional / Tech
Services)
3 – Canon Solutions America
The City entered into a five-year lease and service agreement with Canon Solutions
America from May 2022 through May 2027 to lease eight new multi -function printers
and a plotter. This agreement includes the lease cost, consumables, maintenance, and
service throughout the life of the contract.
The estimated usage fees and services in FY 2024-25 are not to exceed $30,000.
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Account number: 101-400-1470-5201 ($15,000 General Fund – Repair &
Maintenance Services)
681-400-0000-5106 ($27,500 Equipment Replacement – Rents & Leases)
4 – DELL Marketing L.P.
In December 2023, the City procured its Microsoft Enterprise Agreement for all the
Microsoft licensing through DELL Marketing L.P. The FY 2024-25 payment is estimated
at $90,000 and is the second of three payments. Dell is also a preferred vendor for
based on the current inventory of servers, laptops, and desktops, enabling Staff to
procure the appropriate replacement equipment or additional inventory as needed.
The estimated annual purchase in FY 2024-25 is not to exceed $160,000.
Account number: 101-400-1470-5201 ($85,000 - General Fund – Repair &
Maintenance Services)
101-400-1470-4310 ($5,000 General Fund – Operating Materials &
Supplies)
681-400-0000-4401 ($89,000 Equipment Replacement –
Computers)
5 – Ramundsen Superior Holdings, LLC
In January 2023 the City extended its contract with Ramundsen Superior Holdings, LLC
and CentralSquare Technologies, LLC for Trakit. This program is utilized for permitting
and cashiering and requires annual software licensing renewals to continue services.
The estimated amount is not to exceed $90,000 for licensing costs and support services
in FY 2024-25.
Account number: 101-400-1470-5201 ($77,000 General Fund – Repair &
Maintenance Services)
101-400-1470-5101 ($13,000 General Fund – Professional / Tech
Services)
6 – SHI International Corp.
SHI International Corp. provides annual software licensing and services for Security -as-
a-Service annual subscription from Arctic Wolf, hardware Warranty and Support, and
other services as needed. Services also include the purchase of hardware and software
other than computers, tablets, and laptops listed in the Equipment Replacement
Schedule.
The estimated annual costs for software licensing, services, and hardware purchased
from SHI in FY 2024-25 are not to exceed $65,000.
Account number: 101-400-1470-5201 ($57,500 General Fund – Repair &
Maintenance Services)
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101-400-1470-4310 ($7,500 General Fund – Operating Materials &
Supplies)
7 – Tripepi Smith
Amid accelerating land movement in the Portuguese Bend Landslide complex, in
October 2023, the City entered into a professional services agreement with Tripepi
Smith under the City Manager’s signing authority to provide strategic communications
support to the City, primarily for landslide communications, in an amount not to exceed
$24,999. After months of continued land movement that has generated consistent
media coverage, as well as severe storms in February 2024 that required emergency
messaging support, the contract maximum is close to being reached. Staff continues to
rely on Tripepi Smith for assistance with public messaging and managing media
inquiries related to the landslide, so a new agreement is needed. Due to the immediate
need for continued services, Staff does not have adequate time to conduct a request for
proposals process. Therefore, if authorized by the City Council, the Mayor will sign a
new contract (Attachment C) limiting the scope of services to landslide-related support
under the local state of emergency declaration, in an amount not to exceed $35,000.
The estimated annual cost for FY 2024-25 is not to exceed $35,000.
Account number: 101-400-2999-5101 ($35,000 General Fund – Professional / Tech
Services)
FINANCE DEPARTMENT
8 – Mosaic Public Partners LLC
Mosaic Public Partners was used to successfully fill the Finance Director position and to
conduct the recruitment to fill the Deputy City Manager position. Based on their success
thus far, the City is seeking to use this same firm to fill the Deputy Finance Director
position. Staff recommends the City Council approve Amendment No. 2 to the
Professional Services Agreement with Mosaic Public Partners LLC (Attachment D) to
extend the Term of the Agreement to June 30, 2025, add ing recruitment services for the
position of Deputy Director of Finance and on-call recruitment services that can be used
by other Departments in FY 2024-25 for an additional $50,000, not exceeding the
proposed updated maximum contract amount of $100,900.
The estimated services for FY 2024-25 are not to exceed $50,000.
Account number: 101-400-2110-5101 ($10,000 General Fund – Professional / Tech
Services)
101-400-1450-5117 ($40,000 General Fund – Recruitment
Activities)
NON-DEPARTMENT
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9 - Office Depot
Office Depot is one of the City’s main suppliers of office products and small equipment.
There are approximately ten various accounts within the budget that invoices could be
charged against which is why the third set of the account number is blank.
The estimated need for office supplies citywide in FY 2024-25 is not to exceed $50,000.
Account number: 101-400-XXXX-4310 ($50,000 General Fund – Operating Materials
& Supplies)
PUBLIC WORKS DEPARTMENT
10 – All City Management
All City Management provides crossing guard services for the regular school year and
summer school at four locations. The costs of crossing guard services are shared at
three locations between the City and the Palos Verdes Peninsula Unified School District
(PVPUSD), with 43% allocated to the City and 57% to PVPUSD and the Peninsula
Education Foundation. The City pays the full cost of crossing guard services for the
remaining location at Dodson Middle School, which is part of the Los Angeles Unified
School District. The four locations and number of guards are:
• Dodson Middle School – 1 Guard
• Miraleste Intermediate School – 3 Guards
• Ridgecrest Intermediate School – 1 Guard
• Silver Spur Elementary School – 2 Guards
All City Management Services, Inc. (ACMS) provides crossing guard services to
PVPUSD. The City has historically used the same crossing guard vendor as PVPUSD
to decrease logistical complexity and increase ease of coordination. As such, ACMS
has been providing crossing guard services for the City since 2001. On June 20, 2023,
the City awarded a professional services agreement with ACMS for a one -year term
with the option of two additional one-year terms, based on mutual consent. Staff
recommends the City Council exercise its option to extend the agreement to July 31 ,
2025 (Attachment E). Staff negotiated a PSA with ACMS to provide crossing guard
services for the 2024-25 school year, including summer school, in the amount of up to
$138,120 plus 15% contingency.
The estimated expenditure for FY 2024-25 is $138,120, of which $59,392 will be funded
by the City and $78,728 will be funded by PVPUSD and the Peninsula Education
Foundation.
Account Number: 101-400-3120-5101 - $64,400 (General Fund – Professional / Tech
Services)
11 – Bay Alarm Company
Bay Alarm provides security, fire monitoring, and response services for City facilities.
Staff solicited security and fire monitoring services in 2019 and found Bay Alarm the
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lowest cost. Staff have since requested quotes from other companies providing similar
services; however, other vendors have declined to provide quotes, citing limits of their
service areas. Therefore, Staff recommend approving a purchase order for FY 2024-25.
The estimated services for FY 2024-25 are not to exceed $50,000.
Account number: 101-400-3140-5201 ($50,000 General Fund – Repair &
Maintenance Services)
12 – Black Knight Patrol, LLC
Black Knight Patrol, LLC (Black Night) provides security and patrol as well as opening
and closure of parks and facility gates. Black Knight also provides security services for
city events such as Whale of Day, July 4th Celebration, Concert in the Park series, and
Trunk or Treat.
On July 1, 2021, the City entered into a 3-year contract with Black Night, with the option
of one additional 1-year term. Black Knight has provided satisfactory service. Staff
recommends exercising the additional 1-year term for service through June 30, 2025 for
a total contract sum amount of $146,000.
The estimated cost for services in FY 2024-25 are not to exceed $34,000.
Account number: 101-400-3140-5201 ($28,000 General Fund – Repair &
Maintenance Services)
Account number: 101-400-5170-5201 ($6,000 General Fund – Repair & Maintenance
Services)
13 – Diamond Environmental Services, LP
Diamond Environmental Services (formerly A-1 Coast Sanitation) provides mobile
restrooms and sinks for parks, trails, open spaces, City facilities, and Recreation and
Parks Department special events. Staff obtained informal quotes for these services from
four vendors and found Diamond Environmental Services to be the lowest cost.
Therefore, Staff recommend approving a purchase order for FY 2024-25.
The estimated services for FY2024-25 are not to exceed $70,000.
Account number: 101-400-3150-5106 ($60,000, General Fund – Rents & Leases)
Account number: 101-400-5170-5101 ($10,000, General Fund – Professional / Tech
Services)
14 – Howards Electric
Howards Electric provides on-call/emergency electrical services to various City facilities
including replacing electrical components to the low-pressure grinder pump systems in
the Abalone Cove Sewer System District. Staff have sometimes attempted to obtain
services from other vendors; however, Howard Electric has been the only vendor that
has provided reliable and consistent service when needed. Therefore, Staff
recommends authorizing services up to $30,000.
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The estimated services in FY 2024-25 are not to exceed $30,000.
Account number: 101-400-3140-5201 ($27,000 General Fund – Repair & Maintenance
Services)
225-400-0000-5201 ($3,000 Ab Cove Sewer – Repair & Maintenance
Services)
15 – Palos Verdes Peninsula Transit Authority
The Palos Verdes Peninsula Transit Authority (PVP Transit), created by the cities of
Rancho Palos Verdes, Palos Verdes Estates, and Rolling Hills Estates in April 2012,
provides public transportation services for the Peninsula community, including the Dial -
A-Ride service for eligible residents.
The estimated services for FY 2024-25 are $903,200.
Account numbers: 216-400-0000-5120 ($903,200 Proposition A Fund-Transit
Program)
16 – Statewide Safety Systems
The City purchases regulatory roadway signs, street signs, park signs, and related
hardware from Statewide Safety Systems. Products are used in the replacement, repair,
and maintenance of roadway signs throughout the City. The estimated annual cost for
these supplies is approximately $45,000.
Staff obtained informal quotes from three vendors and found Statewide Safety Systems
to be the lowest cost. Staff recommend approving a purchase order for FY 2024-25 in
an amount not to exceed $45,000.
The total estimated services for FY 2024-25 are not to exceed $45,000.
Account number: 101-400-3150-4310 ($8,000 General Fund – Operating Materials &
Supplies)
101-400-3151-4310 ($6,000 General Fund – Operating Materials &
Supplies)
202-400-3180-4310 ($31,000 Gas Tax – Operating Materials &
Supplies)
17 – Unisan Products
The City purchases custodial cleaning supplies and consumables from Unisan Products
for use at facilities and parks. This vendor has fulfilled orders without interruption and
delivered products in a timely manner, whereas others have had supply shortages.
Based on informal quotes, this vendor’s prices are competitive with the market.
Therefore, Staff recommend approving a purchase order for FY 2024-25 in the amount
not to exceed $36,000.
The total estimated services for FY 2024-25 are not to exceed $36,000.
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Account number: 101-400-3140-4310 ($36,000 General Fund – Operating Materials &
Supplies)
18 – Waltons Automotive Group, Inc.
Waltons Automotive Group Inc (Waltons) provides on-call/emergency automotive repair
services to City fleet vehicles and equipment including annual smog testing as required
by the State. Services also include inspections and replacing mechanical components,
tire replacement, routine maintenance, and towing. Waltons is one of two local
Peninsula full-service mechanic shops, more competitively priced than the other local
mechanic shop, and has experience servicing fleets such as the City’s. Staff
recommend approving services up to $35,000.
The estimated cost of services in FY 2024-25 are not to exceed $35,000.
Account number: 101-400-3240-5201 ($35,000 General Fund – Repair & Maintenance
Services)
COMMUNITY DEVELOPMENT
19 – Choice Mediation (Coleen Berg)
Choice Mediation provides mediation consulting services, primarily associated with
View Preservation and Restoration cases. The City entered into a two-year agreement
on July 1, 2022 with an optional additional one -year extension. Staff requests approval
of Amendment No. 1 to extend the Agreement (Attachment F) through FY 2024-25. The
total contract sum is not to exceed $135,000.
The estimated services in FY 2024-25 are not to exceed $45,000.
Account number: 101-400-4150-5101 ($45,000 General Fund – Professional / Tech
Services)
20 – Cotton, Shires and Associates
Cotton, Shires and Associates provides on-call geotechnical consulting services. The
City entered into a two-year agreement on July 1, 2022 with an optional additional one -
year extension. Staff requests approval of Amendment No. 1 to extend the Agreement
(Attachment G) through FY 2024-25. The total contract sum is not to exceed $540,000.
The estimated services in FY 2024-25 are not to exceed $180,000.
Account number: 101-400-4170-5101 ($170,000 General Fund – Professional / Tech
Services)
21 – LSA Associates
LSA Associates provides on-call biological review services on an as needed basis. The
City entered into a two-year agreement on July 1, 2022 with an optional additional one -
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year extension. Staff requests approval of Amendment No. 1 to extend the Agreement
(Attachment H) through FY 2024-25. The total contract sum is not to exceed $30,000.
Note: Most invoices with this Consultant are reimbursed by Trust Deposits paid by the
applicant/resident.
The estimated services in FY 2024-25 are not to exceed $15,000.
Account number: 101-400-4120-5101 ($15,000 General Fund – Professional / Tech
Services)
22 – Michael Baker International, Inc.
Michael Baker International provides on-call planning services and consulting. The City
entered a two-year service agreement with an optional one -year extension with Michael
Baker International on July 1, 2022 for $30,000. On December 6, 2022 Amendment No.
1 was approved by City Council, increasing the Agreement by $85,000 for a new
contract sum of $115,000 to expand the scope of work to provide planning support
during staff shortages. Staff is requesting the approval of Amendment No. 2 to extend
the Agreement (Attachment I) through FY 2024-25. The total contract sum is not to
exceed $115,000.
The estimated services in FY 2024-25 are not to exceed the contract sum of $115,000.
Account number: 101-400-4120-5101 ($115,000 General Fund – Professional / Tech
Services)
#23 – Willdan Engineering
Willdan Engineering provides on-call consulting review services on a as needed basis.
The City entered into a two-year agreement with an optional one-year extension on July
1, 2022. Staff is requesting approval of Amendment No. 1 to extend the Agreement
(Attachment J) through FY 2024-25. The total contract sum is not to exceed $12,000.
Note: Most invoices with this Consultant are reimbursed by Trust Deposits paid by the
applicant/resident.
The estimated services in FY 2024-25 are not to exceed the contract sum of $12,000.
Account number: 101-400-4120-5101 ($12,000 General Fund – Professional / Tech
Services)
RECREATION AND PARKS DEPARTMENT
24 – Marina Graphic Center, Inc.
Marina Graphic Center, Inc prints the City’s quarterly newsletters and recreation guides
and prepares them for delivery by the U.S. Postal Service. The City entered into a one -
year service agreement with Marina Graphic Center, Inc. on August 16, 2022, for FY
2022-23, with an option for the City Manager to approve an extension of the agreement
for up to two additional one-year terms. The first one-year term was approved for FY
2023-24. Tonight, the City Council is being asked to consider approving the second
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one-year Agreement (Attachment K) to continue services for a total contract sum not to
exceed $42,364.
The estimated services in FY 2024-25 are not to exceed $42,364.
Account number: 101-400- 5110-5103 ($20,000 General Fund – Printing/Binding)
101-400-1420-5103 ($9,000 General Fund – Printing/Binding)
101-400-2999-5103 ($1,200 General Fund – Printing/Binding)
213-400-0000-5103 ($10,000 Waste Reduction – Printing/Binding)
216-400-0000-5103 ($2,200 Prop A – Printing/Binding)
25 – Matsumoto Music LLC
The City entered into an Agreement with Matsumoto Music LLC. in April 2023 to lead a
variety of children-themed classes. The Agreement called for the City to collect all the
attendee fees generated by the classes and then pay Matsumoto Music LLC. 70% of
the total proceeds, with the City retaining the remaining 30%. The term of the current
Agreement will expire on June 30, 2024. Tonight, the City Council is being asked to
approve an Agreement (Attachment L) for FY 2024-25 in an amount not to exceed
$47,000.
The total estimated cost of services in FY 2024-25 is $47,000.
Account Number: 101-400-5131-5101 ($47,000 General Fund – Professional / Tech
Services)
26 – ParkMobile
ParkMobile provides support for automated parking services along Crenshaw south of
Crest Boulevard and in Del Cerro Park. The City originally entered into an Agreement
with ParkMobile in 2021 and subsequently amended the Agreement in April 2022, April
2023 and most recently in December 2023. Tonight, the City Council is being asked to
consider approving a three-year extension of the Agreement (Attachment M) for a total
increase of $26,424 ($8,808 per year) which will bring the total contract sum to $69,816.
The estimated cost of services for FY 2024-25 are not to exceed $8,808.
Account Number: 101-400-5416-5101 ($9,000 General Fund – Professional / Tech
Services)
27 – WillScot Mobile Mini
Staff currently utilize Mobile Mini rentals for miscellaneous department storage. The
Open Space Management Division of the Recreation and Parks Department has also
procured a rental trailer from Williams Scotsman, Inc. to provide a temporary office
location for Park Rangers during construction of the Ladera Linda Community Park
project. The two entities merged on January 1, 2023, and now do business as WillScot
Mobile Mini. Staff requests approval to place a purchase order based on estimated
costs not to exceed $40,000.
The total estimated cost of services in FY 2024-25 is $40,000.
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Account Number: 101-400-XXXX-5106 ($40,000 General Fund – Rents & Leases)
CONCLUSION:
In conclusion, the City Council is requested to approve the renewal of annual service
agreements and purchase orders exceeding $25,000 and authorize the Mayor to sign
new or amended professional services agreements, adhering to the City policies and
ordinances referenced above. Vendor information, contract terms, and budget details
have been provided within this report and as attachments. Lastly, any expenditure
beyond the not-to-exceed (NTE) amounts will require further City Council approval as
per the City's Purchasing Ordinance.
ALTERNATIVES:
In addition to the Staff recommendation s, the following alternative actions are available
for the City Council’s consideration:
1. Do not approve extensions to certain agreements and direct Staff to issue
requests for proposals for consideration by the City Council at a later date.
2. Identify concerns with contract amounts and provide Staff with direction.
3. Discuss and take other action related to this item.
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CITY OF RANCHO PALOS VERDES
Maintenance and Operations Vendors
Over $25,000 for FY 2024-25
Item No. Vendor Name Department / Division Object Description FY 2024-25
Budget
1 Azteca Systems, LLC $52,500
101-400-1470-5201 Information Technology - Data 5201 - Repair & Maintenance Services $45,000
101-400-1470-5101 Information Technology - Data 5101 - Professional/Tech Services $7,500
2 Blais & Associates $52,000
101-400-2999-5101 Non-departmental 5101 - Professional/Tech Services $52,000
3 Canon Solutions America $42,500
101-400-1470-5201 Information Technology - Data 5201 - Repair & Maintenance Services $15,000
681-400-0000-5106 Unassigned 5106 - Rents & Leases $27,500
4 DELL Marketing L.P.$179,000
101-400-1470-4310 Information Technology - Data 4310 - Operating Materials & Supplies $5,000
101-400-1470-5201 Information Technology - Data 5201 - Repair & Maintenance Services $85,000
681-400-0000-4401 Unassigned 4401 - Computers $89,000
5 Ramundsen Superior Holdings $90,000
101-400-1470-5201 Information Technology - Data 5201 - Repair & Maintenance Services $77,000
101-400-1470-5101 Information Technology - Data 5101 - Professional/Tech Services $13,000
6 SHI International Corp.$65,000
101-400-1470-4310 Information Technology - Data 4310 - Operating Materials & Supplies $7,500
101-400-1470-5201 Information Technology - Data 5201 - Repair & Maintenance Services $57,500
7 Tripepi Smith $35,000
101-400-2999-5101 Non-departmental 5101 - Professional/Tech Services $35,000
8 Mosaic Public Partners LLC $50,000
101-400-2110-5101 Finance 5101 - Professional/Tech Services $10,000
101-400-1450-5117 Personnel/Human Resources 5117 - Recruitment Activities $40,000
9 ODP Business Solutions $50,000
101-400-XXXX-4310 Various Departments 4310 - Operating Materials & Supplies $50,000
10 All City Management $64,400
101-400-3120-5101 PW - Traffic Safety 5101 - Professional/Tech Services $64,400
11 Bay Alarm Company $50,000
101-400-3140-5201 PW - Building Maintenance 5201 - Repair & Maintenance Services $50,000
12 Black Knight Patrol, LLC $34,000
101-400-3140-5201 PW - Building Maintenance 5201 - Repair & Maintenance Services $28,000
101-400-5170-5201 RP - Special Events & Programs 5201 - Repair & Maintenance Services $6,000
13 Diamond Environmental Services $70,000
101-400-3150-5106 PW - Parks, Trails & Open Spac 5106 - Rents & Leases $60,000
101-400-5170-5101 RP - Special Events & Programs 5101 - Professional/Tech Services $10,000
14 Howards Electric $30,000
101-400-3140-5201 PW - Building Maintenance 5201 - Repair & Maintenance Services $27,000
225-400-0000-5201 Unassigned 5201 - Repair & Maintenance Services $3,000
15 PV Peninsula Transit Authority $903,200
216-400-0000-5120 Unassigned 5120 - Transit Programs $903,200
16 Statewide Safety Systems $45,000
101-400-3150-4310 PW - Parks, Trails & Open Spac 4310 - Operating Materials & Supplies $8,000
101-400-3151-4310 PW - Parks Maintenance 4310 - Operating Materials & Supplies $6,000
202-400-3180-4310 PW - Street Landscape Maintena 4310 - Operating Materials & Supplies $31,000
17 Unisan Products $36,000
101-400-3140-4310 PW - Building Maintenance 4310 - Operating Materials & Supplies $36,000
18 Waltons Automotive Group, Inc.$35,000
101-400-3240-5201 PW - Vehicles Maintenance 5201 - Repair & Maintenance Services $35,000
A-1
CITY OF RANCHO PALOS VERDES
Maintenance and Operations Vendors
Over $25,000 for FY 2024-25
Item No. Vendor Name Department / Division Object Description FY 2024-25
Budget
19 Choice Mediation $45,000
101-400-4150-5101 CDD - View Restoration 5101 - Professional/Tech Services $45,000
20 Cotton, Shires and Associates $170,000
101-400-4170-5101 CDD - Geology 5101 - Professional/Tech Services $170,000
21 LSA Associates $15,000
101-400-4120-5101 CDD - Planning 5101 - Professional/Tech Services $15,000
22 Michael Baker International, Inc.$115,000
101-400-4120-5101 CDD - Planning 5101 - Professional/Tech Services $115,000
23 Willdan Engineering $12,000
101-400-4120-5101 CDD - Planning 5101 - Professional/Tech Services $12,000
24 Marina Park Graphics Center $42,400
101-400-1420-5103 Community Outreach 5103 - Printing/Binding $9,000
101-400-2999-5103 Non-departmental 5103 - Printing/Binding $1,200
101-400-5110-5103 Recreation Administration 5103 - Printing/Binding $20,000
213-400-0000-5103 Unassigned 5103 - Printing/Binding $10,000
216-400-0000-5103 Unassigned 5103 - Printing/Binding $2,200
25 Matsumoto Music $47,000
101-400-5131-5101 RP - Contract Classes 5101 - Professional/Tech Services $47,000
26 ParkMobile $9,000
101-400-5416-5101 RP - Parking Enforcement 5101 - Professional/Tech Services $9,000
27 Willscot Mobile Mini $40,000
101-400-XXXX-5106 Various Departments 5106 - Rents & Leases $40,000
Grand Total $2,379,000
A-2
AMENDMENT NO. 1
TO AGREEMENT FOR PROFESSIONAL SERVICES
THIS AMENDMENT TO THE AGREEMENT FOR PROFESSIONAL SERVICES
(“Amendment No. 1”) by and between the CITY OF RANCHO PALOS VERDES (“City”) and
BLAIS & ASSOCIATES, LLC, a Texas limited liability company (“Consultant”) is effective as
of June 18, 2024.
RECITALS
A.City and Consultant entered into that certain Agreement for Professional Services
dated June 20, 2023 (“Agreement”) whereby Consultant agreed to provide grant management
services (the “Services”) for one year for a Contract Sum of $62,507. The Agreement provided for
two additional one-year extensions at the City’s discretion.
B.City and Consultant now desire to amend the Agreement (“Amendment No.1”) and
exercise the option to extend the Term of the Agreement for one-year through June 30, 2025 and
increase the Contract Sum by $59,048, for a maximum Contract Sum of $121,555.
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 hereby 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 $62,507 (Sixty Two
Thousand Five Hundred Seven Dollars)$121,555 (One Hundred Twenty One
Thousand Five Hundred Fifty Five Dollars) (the “Contract Sum”), unless
additional compensation is approved pursuant to Section 1.9.
(b)Section 3.4, Term & Extended Term, is hereby 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 June 30, 2025 except as otherwise provided in the
Schedule of Performance (Exhibit “D”). The City may, in its sole discretion, extend
the Term by two (2) additional one-year terms one (1) additional one-year term)
provided the City give written notice of the same not later than ninety (90) days’
before the expiration of the Term.
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(c) Section I of Exhibit “C” Schedule of Compensation shall be amended to
include:
For FY 2024-25, Consultant shall perform all tasks on a fixed fee basis per the
schedule below:
Task Description Estimated Total
Cost
6) Research
Consultation,
Monitoring, and
Fact Sheets
Monitor/send targeted grant opportunities,
summaries, and fact sheets; Develop
Monthly Grant Activity Reports (GARs);
Monthly calls to review opportunities and
grants in-progress; Go/no-go consultation;
Participate in coordination calls with client;
Develop Year-End Grant Roll-Up Reports.
$3,154
Monthly Fixed Fee
7) Grant Application
Development
Full turnkey or collaborative grant writing
development to include submission (cost will
vary by application complexity and client
involvement).
Quoted upon
request; up to
$21,200/year*
8) Grant
Management
Services
Grant management and reporting services
(cost will vary by application complexity and
client involvement).
Quoted upon
request**
9) BGAPS Grant
Management
Software
Proprietary grant management software
system.
Quoted upon
request (30-day
FREE trial)
Total $62,507 $59,048
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(d) Exhibit “C-1” Schedule of Fees and Costs, is hereby amended to read:
Description Fee
Professional Services FY 2023-2024: Fixed Fee based on a
$135/hour blended rate
FY 2024-25: Monthly Fixed Fee of $3,154
External Consultants (e.g., BCA
analysis) Cost -no markup
Mileage Prevailing Standard IRS Rate
Travel (tolls, taxi, airfare, hotel)
Cost -no markup
Printing, Copying, Binding, etc.
Cost -no markup
Shipping Express Mail, or Courier
Cost -no markup
2. Continuing Effect of Agreement. Except as amended by this Amendment No.1,
all provisions of the Agreement shall remain unchanged and in full force and effect. From and
after the date of this Amendment No.1, whenever the term “Agreement” appears in the Agreement,
it shall mean the Agreement, as amended by this Amendment No.1 to the Agreement.
3. Affirmation of Agreement; Warranty Re Absence of Defaults. City and
Consultant each ratify and reaffirm each and every one of the respective rights and obligations
arising under the Agreement. Each party represents and warrants to the other that there have been
no written or oral modifications to the Agreement other than as provided herein. Each party
represents and warrants to the other that the Agreement is currently an effective, valid, and binding
obligation.
Consultant represents and warrants to City that, as of the date of this Amendment No.1,
City is not in default of any material term of the Agreement and that there have been no events
that, with the passing of time or the giving of notice, or both, would constitute a material default
under the Agreement.
City represents and warrants to Consultant that, as of the date of this Amendment No.1,
Consultant is not in default of any material term of the Agreement and that there have been no
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events that, with the passing of time or the giving of notice, or both, would constitute a material
default under the Agreement.
4. Adequate Consideration. The parties hereto irrevocably stipulate and agree that
they have each received adequate and independent consideration for the performance of the
obligations they have undertaken pursuant to this Amendment No.1.
5. Authority. The persons executing this Amendment No.1 on behalf of the parties
hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to
execute and deliver this Amendment No.1 on behalf of said party, (iii) by so executing this
Amendment No.1, such party is formally bound to the provisions of this Amendment No.1, and
(iv) the entering into this Amendment No.1 does not violate any provision of any other agreement
to which said party is bound.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
and year first-above written.
CITY:
CITY OF RANCHO PALOS VERDES, a
municipal corporation
____________________________________
John Cruikshank, Mayor
ATTEST:
_________________________________
Teresa Takaoka, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
_________________________________
Elena Q. Gerli, City Attorney
CONSULTANT:
Blais & Associates, LLC,
a Texas limited liability company
By: ________________________________
Name: Jordan P. Carter
Title: Chief Executive Officer
By: ________________________________
Name: Jordan P. Carter
Title: President
Address: Blais & Associates
2807 Allen Street, Suite 2050
Dallas, TX 75204
Two corporate officer signatures required when Consultant is a corporation, with one signature required from
each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any
Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT’S SIGNATURES
SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS
MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR
REGULATIONS APPLICABLE TO CONSULTANT’S BUSINESS ENTITY.
B-5
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On __________, 2024 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.
B-6
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On __________, 2024 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.
B-7
1
PROFESSIONAL SERVICES AGREEMENT
By and Between
CITY OF RANCHO PALOS VERDES
and
TRIPEPI SMITH AND ASSOCIATES, INC.
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AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF RANCHO PALOS VERDES AND
TRIPEPI SMITH AND ASSOCIATES, INC.
THIS AGREEMENT FOR PROFESSIONAL SERVICES (“Agreement”) is made and
entered into on June 18, 2024 by and between the CITY OF RANCHO PALOS VERDES, a
California municipal corporation (“City”) and TRIPEPI SMITH AND ASSOCIATES, INC., a
California corporation (“Consultant”). City and Consultant may be referred to, individually or
collectively, as “Party” or “Parties.”
RECITALS
A. City and Consultant desire to enter into this Agreement for the performance of the
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.
B. Pursuant to the City of Rancho Palos Verdes Municipal Code, City has authority
to enter into and execute this Agreement.
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.
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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.
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(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
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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
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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.
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
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actual expenses, shall not exceed $35,000 (Thirty Five Thousand 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.
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
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to Consultant for correction and resubmission. Review and payment by City for any invoice
provided by the Consultant shall not constitute a waiver of any rights or remedies provided
herein or any applicable law.
2.5 Waiver.
Payment to Consultant for work performed pursuant to this Agreement shall not be
deemed to waive any defects in work performed by Consultant.
ARTICLE 3. PERFORMANCE SCHEDULE
3.1 Time of Essence.
Time is of the essence in the performance of this Agreement.
3.2 Schedule of Performance.
Consultant shall commence the services pursuant to this Agreement upon receipt of a
written notice to proceed and shall perform all services within the time period(s) established in
the “Schedule of Performance” attached hereto as Exhibit “D” and incorporated herein by this
reference. When requested by the Consultant, extensions to the time period(s) specified in the
Schedule of Performance may be approved in writing by the Contract Officer through a Change
Order, but not exceeding 60 (sixty) days cumulatively.
3.3 Force Majeure.
The time period(s) specified in the Schedule of Performance for performance of the
services rendered pursuant to this Agreement shall be extended because of any delays due to
unforeseeable causes beyond the control and without the fault or negligence of the Consultant,
including, but not restricted to, acts of God or of the public enemy, unusually severe weather,
fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes,
wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant
shall within 10 (ten) days of the commencement of such delay notify the Contract Officer in
writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of
delay, and extend the time for performing the services for the period of the enforced delay when
and if in the judgment of the Contract Officer such delay is justified. The Contract Officer’s
determination shall be final and conclusive upon the parties to this Agreement. In no event shall
Consultant be entitled to recover damages against the City for any delay in the performance of
this Agreement, however caused, Consultant’s sole remedy being extension of the Agreement
pursuant to this Section.
3.4 Term.
Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement
shall continue in full force and effect until completion of the services but not exceeding one year
from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit
“D”).
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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:
Ryder Todd Smith Co-Founder & President
(Name) (Title)
Nicole Smith Chief Financial Officer
(Name) (Title)
It is expressly understood that the experience, knowledge, capability and reputation of the
foregoing principals were a substantial inducement for City to enter into this Agreement.
Therefore, the foregoing principals shall be responsible during the term of this Agreement for
directing all activities of Consultant and devoting sufficient time to personally supervise the
services hereunder. All personnel of Consultant, and any authorized agents, shall at all times be
under the exclusive direction and control of the Principals. For purposes of this Agreement, the
foregoing Principals may not be replaced nor may their responsibilities be substantially reduced
by Consultant without the express written approval of City. Additionally, Consultant shall utilize
only the personnel included in the Proposal to perform services pursuant to this Agreement.
Consultant shall make every reasonable effort to maintain the stability and continuity of
Consultant’s staff and subcontractors, if any, assigned to perform the services required under this
Agreement. Consultant shall notify City of any changes in Consultant’s staff and subcontractors,
if any, assigned to perform the services required under this Agreement, prior to and during any
such performance. City shall have the right to approve or reject any proposed replacement
personnel, which approval shall not be unreasonably withheld.
4.2 Status of Consultant.
Consultant shall have no authority to bind City in any manner, or to incur any obligation,
debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless
such authority is expressly conferred under this Agreement or is otherwise expressly conferred in
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 Ara Mihranian, City Manager, or such person as he may
designate. It shall be the Consultant’s responsibility to assure that the Contract Officer is kept
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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.
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,
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in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily
injury, personal injury, and property damage. The policy must include contractual liability that
has not been amended. Any endorsement restricting standard ISO “insured contract” language
will not be accepted.
(b) Automobile liability insurance. Consultant shall maintain automobile
insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury
and property damage for all activities of the Consultant arising out of or in connection with
Services to be performed under this Agreement, including coverage for any owned, hired, non-
owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each
accident.
(c) Professional liability (errors & omissions) insurance. Consultant shall
maintain professional liability insurance that covers the Services to be performed in connection
with this Agreement, in the minimum amount of $1,000,000 per claim and in the aggregate. Any
policy inception date, continuity date, or retroactive date must be before the effective date of this
Agreement and Consultant agrees to maintain continuous coverage through a period no less than
three (3) years after completion of the services required by this Agreement.
(d) Workers’ compensation insurance. Consultant shall maintain Workers’
Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at
least $1,000,000).
(e) Subcontractors. Consultant shall include all subcontractors as insureds
under its policies or shall furnish separate certificates and certified endorsements for each
subcontractor. All coverages for subcontractors shall include all of the requirements stated
herein.
(f) Additional Insurance. Policies of such other insurance, as may be required
in the Special Requirements in Exhibit “B”.
5.2 General Insurance Requirements.
(a) Proof of insurance. Consultant shall provide certificates of insurance to
City as evidence of the insurance coverage required herein, along with a waiver of subrogation
endorsement for workers’ compensation. Insurance certificates and endorsements must be
approved by City’s Risk Manager prior to commencement of performance. Current certification
of insurance shall be kept on file with City at all times during the term of this Agreement. City
reserves the right to require complete, certified copies of all required insurance policies, at any
time.
(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.
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(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
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
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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.
(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.
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5.3 Indemnification.
To the full extent permitted by law, Consultant agrees to indemnify, defend and hold
harmless the City, its officers, employees and agents (“Indemnified Parties”) against, and will
hold and save them and each of them harmless from, any and all actions, either judicial,
administrative, arbitration or regulatory claims, damages to persons or property, losses, costs,
penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein “claims
or liabilities”) that may be asserted or claimed by any person, firm or entity arising out of or in
connection with the negligent performance of the work, operations or activities provided herein
of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or
entity for which Consultant is legally liable (“indemnitors”), or arising from Consultant’s or
indemnitors’ reckless or willful misconduct, or arising from Consultant’s or indemnitors’
negligent performance of or failure to perform any term, provision, covenant or condition of this
Agreement, and in connection therewith:
(a) Consultant will defend any action or actions filed in connection with any
of said claims or liabilities and will pay all costs and expenses, including legal costs and
attorneys’ fees incurred in connection therewith;
(b) Consultant will promptly pay any judgment rendered against the City, its
officers, agents or employees for any such claims or liabilities arising out of or in connection
with the negligent performance of or failure to perform such work, operations or activities of
Consultant hereunder; and Consultant agrees to save and hold the City, its officers, agents, and
employees harmless therefrom;
(c) In the event the City, its officers, agents or employees is made a party to
any action or proceeding filed or prosecuted against Consultant for such damages or other claims
arising out of or in connection with the negligent performance of or failure to perform the work,
operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers,
agents or employees, any and all costs and expenses incurred by the City, its officers, agents or
employees in such action or proceeding, including but not limited to, legal costs and attorneys’
fees.
Consultant shall incorporate similar indemnity agreements with its subcontractors and if
it fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and
failure of City to monitor compliance with these provisions shall not be a waiver hereof. This
indemnification includes claims or liabilities arising from any negligent or wrongful act, error or
omission, or reckless or willful misconduct of Consultant in the performance of professional
services hereunder. The provisions of this Section do not apply to claims or liabilities occurring
as a result of City’s sole negligence or willful acts or omissions, but, to the fullest extent
permitted by law, shall apply to claims and liabilities resulting in part from City’s negligence,
except that design professionals’ indemnity hereunder shall be limited to claims and liabilities
arising out of the negligence, recklessness or willful misconduct of the design professional. The
indemnity obligation shall be binding on successors and assigns of Consultant and shall survive
termination of this Agreement.
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ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION
6.1 Records.
Consultant shall keep, and require subcontractors to keep, such ledgers, books of
accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the
disbursements charged to City and services performed hereunder (the “books and records”), as
shall be necessary to perform the services required by this Agreement and enable the Contract
Officer to evaluate the performance of such services. Any and all such documents shall be
maintained in accordance with generally accepted accounting principles and shall be complete
and detailed. The Contract Officer shall have full and free access to such books and records at all
times during normal business hours of City, including the right to inspect, copy, audit and make
records and transcripts from such records. Such records shall be maintained for a period of three
(3) years following completion of the services hereunder, and the City shall have access to such
records in the event any audit is required. In the event of dissolution of Consultant’s business,
custody of the books and records may be given to City, and access shall be provided by
Consultant’s successor in interest. Notwithstanding the above, the Consultant shall fully
cooperate with the City in providing access to the books and records if a public records request is
made and disclosure is required by law including but not limited to the California Public Records
Act.
6.2 Reports.
Consultant shall periodically prepare and submit to the Contract Officer such reports
concerning the performance of the services required by this Agreement as the Contract Officer
shall require. Consultant hereby acknowledges that the City is greatly concerned about the cost
of work and services to be performed pursuant to this Agreement. For this reason, Consultant
agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that
may or will materially increase or decrease the cost of the work or services contemplated herein
or, if Consultant is providing design services, the cost of the project being designed, Consultant
shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the
estimated increased or decreased cost related thereto and, if Consultant is providing design
services, the estimated increased or decreased cost estimate for the project being designed.
6.3 Ownership of Documents.
All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes,
computer files, reports, records, documents and other materials (the “documents and materials”)
prepared by Consultant, its employees, subcontractors and agents in the performance of this
Agreement shall be the property of City and shall be delivered to City upon request of the
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
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documents for its own use. Consultant shall have the right to use the concepts embodied therein.
All subcontractors shall provide for assignment to City of any documents or materials prepared
by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify
City for all damages resulting therefrom. Moreover, Consultant with respect to any documents
and materials that may qualify as “works made for hire” as defined in 17 U.S.C. § 101, such
documents and materials are hereby deemed “works made for hire” for the City.
6.4 Confidentiality and Release of Information.
(a) All information gained or work product produced by Consultant in
performance of this Agreement shall be considered confidential, unless such information is in the
public domain or already known to Consultant. Consultant shall not release or disclose any such
information or work product to persons or entities other than City without prior written
authorization from the Contract Officer.
(b) Consultant, its officers, employees, agents or subcontractors, shall not,
without prior written authorization from the Contract Officer or unless requested by the City
Attorney, voluntarily provide documents, declarations, letters of support, testimony at
depositions, response to interrogatories or other information concerning the work performed
under this Agreement. Response to a subpoena or court order shall not be considered “voluntary”
provided Consultant gives City notice of such court order or subpoena.
(c) If Consultant, or any officer, employee, agent or subcontractor of
Consultant, provides any information or work product in violation of this Agreement, then City
shall have the right to reimbursement and indemnity from Consultant for any damages, costs and
fees, including attorney’s fees, caused by or incurred as a result of Consultant’s conduct.
(d) Consultant shall promptly notify City should Consultant, its officers,
employees, agents or subcontractors be served with any summons, complaint, subpoena, notice
of deposition, request for documents, interrogatories, request for admissions or other discovery
request, court order or subpoena from any party regarding this Agreement and the work
performed there under. City retains the right, but has no obligation, to represent Consultant or be
present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully
with City and to provide City with the opportunity to review any response to discovery requests
provided by Consultant. However, this right to review any such response does not imply or mean
the right by City to control, direct, or rewrite said response.
ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION
7.1 California Law.
This Agreement shall be interpreted, construed and governed both as to validity and to
performance of the parties in accordance with the laws of the State of California. Legal actions
concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be
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
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Court, venue shall lie exclusively in the Central District of California, in the County of Los
Angeles, State of California.
7.2 Disputes; Default.
In the event that Consultant is in default under the terms of this Agreement, the City shall
not have any obligation or duty to continue compensating Consultant for any work performed
after the date of default. Instead, the City may give notice to Consultant of the default and the
reasons for the default. The notice shall include the timeframe in which Consultant may cure the
default. This timeframe is 15 (fifteen) days, but may be extended, though not reduced, if
circumstances warrant. During the period of time that Consultant is in default, the City shall hold
all invoices and shall, when the default is cured, proceed with payment on the invoices. In the
alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding
invoices during the period of default. If Consultant does not cure the default, the City may take
necessary steps to terminate this Agreement under this Article. Any failure on the part of the City
to give notice of the Consultant’s default shall not be deemed to result in a waiver of the City’s
legal rights or any rights arising out of any provision of this Agreement.
7.3 Retention of Funds.
Consultant hereby authorizes City to deduct from any amount payable to Consultant
(whether or not arising out of this Agreement) (i) any amounts the payment of which may be in
dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or
damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by
reason of Consultant’s acts or omissions in performing or failing to perform Consultant’s
obligation under this Agreement. In the event that any claim is made by a third party, the amount
or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear
to be the basis for a claim of lien, City may withhold from any payment due, without liability for
interest because of such withholding, an amount sufficient to cover such claim. The failure of
City to exercise such right to deduct or to withhold shall not, however, affect the obligations of
the Consultant to insure, indemnify, and protect City as elsewhere provided herein.
7.4 Waiver.
Waiver by any party to this Agreement of any term, condition, or covenant of this
Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any
party of any breach of the provisions of this Agreement shall not constitute a waiver of any other
provision or a waiver of any subsequent breach or violation of any provision of this Agreement.
Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of
the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by
a non-defaulting party on any default shall impair such right or remedy or be construed as a
waiver. Any waiver by either party of any default must be in writing and shall not be a waiver of
any other default concerning the same or any other provision of this Agreement.
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7.5 Rights and Remedies are Cumulative.
Except with respect to rights and remedies expressly declared to be exclusive in this
Agreement, the rights and remedies of the parties are cumulative and the exercise by either party
of one or more of such rights or remedies shall not preclude the exercise by it, at the same or
different times, of any other rights or remedies for the same default or any other default by the
other party.
7.6 Legal Action.
In addition to any other rights or remedies, either party may take legal action, in law or in
equity, to cure, correct or remedy any default, to recover damages for any default, to compel
specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain
any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary
provision herein, Consultant shall file a statutory claim pursuant to Government Code Sections
905 et seq. and 910 et seq., in order to pursue a legal action under this Agreement.
7.7 Termination Prior to Expiration of Term.
This Section shall govern any termination of this Contract except as specifically provided
in the following Section for termination for cause. The City reserves the right to terminate this
Contract at any time, with or without cause, upon 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.
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7.9 Attorneys’ Fees.
If either party to this Agreement is required to initiate or defend or made a party to any
action or proceeding in any way connected with this Agreement, the prevailing party in such
action or proceeding, in addition to any other relief which may be granted, whether legal or
equitable, shall be entitled to reasonable attorney’s fees. Attorney’s fees shall include attorney’s
fees on any appeal, and in addition a party entitled to attorney’s fees shall be entitled to all other
reasonable costs for investigating such action, taking depositions and discovery and all other
necessary costs the court allows which are incurred in such litigation. All such fees shall be
deemed to have accrued on commencement of such action and shall be enforceable whether or
not such action is prosecuted to judgment.
ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
8.1 Non-liability of City Officers and Employees.
No officer or employee of the City shall be personally liable to the Consultant, or any
successor in interest, in the event of any default or breach by the City or for any amount which
may become due to the Consultant or to its successor, or for breach of any obligation of the
terms of this Agreement.
8.2 Conflict of Interest.
Consultant covenants that neither it, nor any officer or principal of its firm, has or shall
acquire any interest, directly or indirectly, which would conflict in any manner with the interests
of City or which would in any way hinder Consultant’s performance of services under this
Agreement. Consultant further covenants that in the performance of this Agreement, no person
having any such interest shall be employed by it as an officer, employee, agent or subcontractor
without the express written consent of the Contract Officer. Consultant agrees to at all times
avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City
in the performance of this Agreement.
No officer or employee of the City shall have any financial interest, direct or indirect, in
this Agreement nor shall any such officer or employee participate in any decision relating to the
Agreement which affects her/his financial interest or the financial interest of any corporation,
partnership or association in which (s)he is, directly or indirectly, interested, in violation of any
State statute or regulation. The Consultant warrants that it has not paid or given and will not pay
or give any third party any money or other consideration for obtaining this Agreement.
8.3 Covenant Against Discrimination.
Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons
claiming under or through them, that there shall be no discrimination against or segregation of,
any person or group of persons on account of race, color, creed, religion, sex, gender, sexual
orientation, marital status, national origin, ancestry or other protected class in the performance of
this Agreement. Consultant shall take affirmative action to insure that applicants are employed
and that employees are treated during employment without regard to their race, color, creed,
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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.
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
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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 _______
9.7 Corporate Authority.
The persons executing this Agreement on behalf of the parties hereto warrant that (i) such
party is duly organized and existing, (ii) they are duly authorized to execute and deliver this
Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally
bound to the provisions of this Agreement, and (iv) that entering into this Agreement does not
violate any provision of any other Agreement to which said party is bound. This Agreement shall
be binding upon the heirs, executors, administrators, successors and assigns of the parties.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date and year first-above written.
CITY:
CITY OF RANCHO PALOS VERDES, a
municipal corporation
John Cruikshank, Mayor
ATTEST:
Teresa Takaoka, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
Elena Q. Gerli, City Attorney
CONSULTANT:
TRIPEPI SMITH AND ASSOCIATES, INC.,
a California corporation
By:
Name: Ryder Todd Smith
Title: Co-Founder & President
By:
Name: Nicole Smith
Title: Chief Financial Officer
Address: P.O. Box 52152,
Irvine, CA 92619
Two corporate officer signatures required when Consultant is a corporation, with one signature required
from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2)
Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT’S
SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE
INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR
OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT’S BUSINESS ENTITY.
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CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On __________, 2024 before me, ________________, personally appeared ________________, proved to me on
the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is
true and correct.
WITNESS my hand and official seal.
Signature: _____________________________________
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
INDIVIDUAL
CORPORATE OFFICER
_______________________________
TITLE(S)
PARTNER(S) LIMITED
GENERAL
ATTORNEY-IN-FACT
TRUSTEE(S)
GUARDIAN/CONSERVATOR
OTHER_______________________________
______________________________________
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
_____________________________________________
_____________________________________________
___________________________________
TITLE OR TYPE OF DOCUMENT
___________________________________
NUMBER OF PAGES
___________________________________
DATE OF DOCUMENT
___________________________________
SIGNER(S) OTHER THAN NAMED ABOVE
A notary public or other officer completing this certificate verifies only the identity of the individual who signed
the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
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CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On __________, 2024 before me, ________________, personally appeared ________________, proved to me on
the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is
true and correct.
WITNESS my hand and official seal.
Signature: _____________________________________
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form.
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
INDIVIDUAL
CORPORATE OFFICER
_______________________________
TITLE(S)
PARTNER(S) LIMITED
GENERAL
ATTORNEY-IN-FACT
TRUSTEE(S)
GUARDIAN/CONSERVATOR
OTHER_______________________________
______________________________________
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
_____________________________________________
_____________________________________________
___________________________________
TITLE OR TYPE OF DOCUMENT
___________________________________
NUMBER OF PAGES
___________________________________
DATE OF DOCUMENT
___________________________________
SIGNER(S) OTHER THAN NAMED ABOVE
A notary public or other officer completing this certificate verifies only the identity of the individual who signed
the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
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EXHIBIT “A”
SCOPE OF SERVICES
I. Consultant will perform the following public relations services, as needed, to assist the
City with its public communications program related to the Portuguese Bend Landslide
Complex emergency, which shall include but not be limited to:
A. Regular Strategy Discussions. To coordinate efforts with City Staff and sustain
momentum on projects, Consultant shall hold a recurring, 30-minute to 60-minute
meeting with City staff.
These meetings shall focus on communications strategy and content planning for
various channels, including website updates, press releases, media relations,
social media and other forms of outreach. Call content shall focus on outreach
plans, new issues or concerns that need to be communicated, identification of
major themes or ideas to address in the coming weeks, review of recent media
mentions and sharing of communication opportunities.
B. On-Call Strategic Communications Advice. There may be cases where the City
may need advice on public outreach, communication efforts and public
engagement initiatives related to land movement. While the project team shall
advise on such matters during regular check-in calls, there may be instances when
a separate, more prompt discussion is needed. Additionally, there may be
instances when a serious, emergency issue arises, warranting collaboration among
the proposed project team throughout the crisis management period. This includes
responding to emergencies through coordinated communications efforts with
external stakeholders.
Consultant shall remain available 24/7 to support the City through such instances,
typically kicking discussions off in a virtual meeting, collaborating in a living
workspace (as noted above) and emailing, texting or calling with updates as
progress happens.
C. News Articles, Press Releases and/or Community Updates. Consultant shall draft
news articles, press releases and/or official statements, which shall be typically up
to six-hundred (600) words in length. The City shall direct the allocation of stories
with Consultant’s suggestions, making internal subject matter experts available to
aid the development of the stories when needed. The City shall also facilitate
timely approval of quotes in the release when connected with City Staff or City
Councilmembers.
D. Media Relations Support. The City’s land movement crisis has been the focus of
widespread media attention both locally and nationally. Consultant shall continue
helping field, track and respond to media inquiries as they come, facilitating and
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coordinating responses and interviews with Staff or Council members as needed,
as well as providing strategic guidance. Given the complex, scientific nature of
the land movement and its potential solutions, continuing to ensure that clear,
accurate information is shared with media members will be critical to keeping
residents and the broader public well-informed.
E. Website Support. Consultant assisted with the design and development of the
City’s dedicated Land Movement webpage. As the state of the landslide continues
to change and evolve, Consultant shall support with Land Movement webpage
updates as needed.
F. Social Media Management.
a. Content Creation: Consultant’s typical social media content creation process
involves: planning, fact-checking, sourcing graphics, written content
production, quality assurance and scheduling the post. Consultant can create
multiple unique social media posts per week and distribute them on up to four
(4) platforms (e.g. Facebook, Instagram, X/Twitter, Nextdoor). In addition, we
can:
i. Share an unlimited number of social media posts from other City
departments/divisions.
ii. Share an unlimited number of relevant social media posts from local
government agencies/organizations, such as utility providers and the
County.
iii. Create templated social media posts for up to four platforms based on
the City’s emails and/or website News articles.
b. Monitoring: Consultant shall monitor the City’s social media site inboxes for
customer services opportunities, mainly responding to questions. This will
occasionally require fact-checking and guidance from the City.
c. Optimization: Consultant’s work may also include optimizing social media
accounts to boost performance and leverage the latest social media platform
features. “Boosted Posts” and similar targeted ads are also helpful in
disseminating information to community members, and Consultant is fully
capable of running and tracking these paid campaigns (fees to be agreed upon
and paid by the City).
G. Videography (Including Drone Video). Consultant has a dedicated video team
available to shoot and produce video content that can inform residents about land
movement updates, impacts, solutions, etc. When it comes to filming videos,
Consultant shall handle all work, including pre-planning, scripting/storyboarding,
use of teleprompter, full camera setup, on-site production shooting, b-roll
shooting, post-production video editing, music licensing, voiceover, transcription
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and uploading to appropriate channels. Pricing variables include, but are not
limited to: complexity of creative direction, number of days on-site, number of
locations, number of cameras/videographers needed, number of individuals to
shoot, whether a drone is needed, etc.
H. Animated Videos. Given the technical and scientific nature of the land movement
crisis and its solutions, animated videos can help explain complex subjects or
projects to make them more accessible and easily understood by the public.
Consultant has extensive experience producing animated videos and envisions it
as a potential communication solution on the land movement crisis.
I. Graphic Design – Newsletters, Brochures, Flyers, etc. Consultant is a full-service
graphic design shop. Its team can produce materials like print/digital flyers,
brochures, brands/logos, photography, illustrations, informational graphics and
more. Consultant can call on its Creative Director, Senior Graphic Artists and/or
Graphic Artists to provide a higher level of creative thinking and execution. Costs
can vary widely based on variables such as: iteration count, number of pages of
content to layout, desired number of design options, etc.
II. As part of the Services, Consultant will prepare and deliver the following tangible work
products to the City:
A. All tangible work products are listed in 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:
A. Periodic Progress Reports
B. Meeting Notes
C. Monthly Metric Reports
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. Christine Martin - Account Manager and Strategic Advisor
B. Peter Johnson - Project Manager
C. Kara Cato - Content Producer
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D. Members of Tripepi Smith’s Creative Team, as needed
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EXHIBIT “B”
SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
Added text indicated in bold italics, deleted text indicated in strikethrough.
1.4 California Labor Law.
If the 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 acknowledges that in the event any part of the Scope of Services include public
works or maintenance with a total compensation of $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:
(i) 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.
(j) 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.
(k) 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.
(l) 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
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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.
(m) 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.
(n) 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.
(o) 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.
(p) 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
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
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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.
2.2 Method of Compensation.
(a) The method of compensation mayshall include: (i) a lump sum payment upon
completion; (ii) payment in accordance with specified tasks or the percentage of completion of
the services; (iii) (i) 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) or (ii) 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.
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EXHIBIT “C”
SCHEDULE OF COMPENSATION
I. Consultant shall perform the services 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.
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B. Line items for all materials and equipment properly charged to the Services.
C. Line items for all other approved reimbursable expenses claimed, with supporting
documentation.
D. Line items for all approved subcontractor labor, supplies, equipment, materials,
and travel properly charged to the Services.
IV. The total compensation for the Services shall not exceed the Contract Sum as
provided in Section 2.1 of this Agreement.
V. The Consultant’s billing rates for all personnel are attached as Exhibit C-1. Not
applicable.
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EXHIBIT “D
SCHEDULE OF PERFORMANCE
I. Consultant shall perform on-call strategic communication support services and
other services as requested by the City.
II. Consultant shall deliver the following tangible work products to the City by the
following dates.
A. Monthly Metric Reports
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.
C-34
AMENDMENT NO. 2
TO AGREEMENT FOR PROFESSIONAL SERVICES
TIDS AMENDMENT TO THE AGREEMENT FOR PROFESSIONAL SERVICES ("Amendment No. 2") by and between the CITY OF RANCHO PALOS VERDES ("City") and MOSAIC PUBLIC PARTNERS, a California corporation ("Consultant"), is effective as of June 18, 2024. RECITALS A.City and Consultant entered into that certain Agreement for Professional Servicesdated July 24, 2023 ("Agreement") whereby Consultant agreed to provide consulting services (the "Services") related to recruitment for the position of Director of Finance, for a Term not to exceed July 24, 2024, with a maximum Contract Sum of$24,990 (Twenty-four Thousand, Nine Hundred and Ninety Dollars.) B.On January 16, 2024, City and Consultant entered into Amendment No. 1 to theAgreement ("Amendment No. 1 ") to add recruitment services for the Deputy City Manager position, with an increase in compensation of $26,000, for a new maximum Contract Sum of $50,900. C.City and Consultant now wish to enter into Amendment No. 2 to the Agreement("Amendment No. 2") to extend the Term of the Agreement to June 30, 2025, and to add recruitment services for the position of Deputy Director of Finance, and for on-call recruitment services for an additional $50,000, for a new contract sum of $100,900. TERMS 1.Contract Changes. The Agreement is amended as provided herein. Deleted text isindicated in strikethrough and added text in bold italics. a.Section 2.1, Contract Sum, is amended to read:For the services rendered pursuant to this Agreement, Consultant shall be compensated in accordance with the "Schedule of Compensation" attached hereto as Exhibit "C" and incorporated herein by this reference, but not exceeding the maximum contract amount of $50,900 (Fifty Thousand Nine Hundied Dollars)$] 00,900 (One Hundred Thousand Nine Hundred Dollars) ("Contract Sum"). 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 e�Eeeeding (1) year from the date hereofno later than June 30, 2025, except as otherwise provided in the Schedule of Performance (Exhibit "D"). D-1
D-2
D-3
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D-5
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 municipal
corporation (“City”) and ALL CITY MANAGEMENT SERVICES, INC., a California
corporation (“Consultant”) is effective as of June 18, 2024.
RECITALS
A.City and Consultant entered into that certain Agreement for Professional Services
dated June 20, 2023 (“ Agreement”) whereby Consultant agreed to provide school crossing guard
and related services for a Contract Sum of $129,865 for Fiscal Year 2023-24, with two optional
one-year extensions.
B.City and Consultant now agree to amend the Agreement (“Amendment No. 1”) to
extend the Term by one year through July 31, 2025, and increase the yearly compensation up to
$138,120, for a new Contract Sum of $267,985.
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 $129,865 (One
Hundred Twenty Nine Thousand Eight Hundred Sixty Five Dollars)$267,985
(Two Hundred Sixty Seven Thousand Nine Hundred Eighty 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 July 31, 20242025, except as otherwise provided in the Schedule
of Performance (Exhibit “D”). The City may, in its discretion, extend the Term by
two (2)one (1) additional one-year termsterm.
E-1
c. Exhibit “A” Scope of Services is repealed and replaced with Exhibit “A”
Amendment No. 1 Scope of Services, attached hereto and incorporated by
reference
d. Exhibit “C” Schedule of Compensation is repealed and replaced with Exhibit
“C” Amendment No. 1 Schedule of Compensation, attached hereto and
incorporated by reference.
e. Exhibit “D” Schedule of Performance is repealed and replaced with Exhibit
“D” Amendment No. 1 Schedule of Performance, attached hereto and
incorporated by reference.
2. Continuing Effect of Agreement. Except as amended by Amendment No. 1, all provisions
of the Agreement shall remain unchanged and in full force and effect. From and after the date of
this Amendment, whenever the term “Agreement” appears in the Agreement, it shall mean the
Agreement, as amended by Amendment No. 1.
3. Affirmation of Agreement; Warranty Re Absence of Defaults. City and Consultant
each ratify and reaffirm each and every one of the respective rights and obligations arising under
the Agreement. Each party represents and warrants to the other that there have been no written or
oral modifications to the Agreement other than as provided herein. Each party represents and
warrants to the other that the Agreement is currently an effective, valid, and binding obligation.
Consultant represents and warrants to City that, as of the date of this Amendment No. 1,
City is not in default of any material term of the Agreement and that there have been no events
that, with the passing of time or the giving of notice, or both, would constitute a material default
under the Agreement.
City represents and warrants to Consultant that, as of the date of this Amendment No. 1,
Consultant is not in default of any material term of the Agreement and that there have been no
events that, with the passing of time or the giving of notice, or both, would constitute a material
default under the Agreement.
4. Adequate Consideration. The parties hereto irrevocably stipulate and agree that they have
each received adequate and independent consideration for the performance of the obligations they
have undertaken pursuant to this Amendment No. 1.
5. Authority. The persons executing this Amendment No. 1 on behalf of the parties hereto
warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute
and deliver this Amendment No. 1 on behalf of said party, (iii) by so executing this Amendment
No. 1, such party is formally bound to the provisions of this Amendment No. 1, and (iv) the
entering into this Amendment No. 1 does not violate any provision of any other agreement to
which said party is bound.
[SIGNATURES ON FOLLOWING PAGE]
E-2
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 on
the date and year first-above written.
CITY:
CITY OF RANCHO PALOS VERDES, a
municipal corporation
____________________________________
John Cruikshank, Mayor
ATTEST:
_________________________________
Teresa Takaoka, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
_________________________________
Elena Q. Gerli, City Attorney
CONSULTANT:
ALL CITY MANAGEMENT SERVICES,
INC., a California corporation
By: ________________________________
Name: Demetra Farwell
Title: Owner/President
By: ________________________________
Name: Baron Farwell
Title: Owner/President
Address: 10440 Pioneer Blvd Suite 5
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.
Corporate Secretary
E-3
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On __________, 2024 before me, ________________, personally appeared ________________, proved to me on the
basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true
and correct.
WITNESS my hand and official seal.
Signature: _____________________________________
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form.
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
INDIVIDUAL
CORPORATE OFFICER
_______________________________
TITLE(S)
PARTNER(S) LIMITED
GENERAL
ATTORNEY-IN-FACT
TRUSTEE(S)
GUARDIAN/CONSERVATOR
OTHER_______________________________
______________________________________
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
_____________________________________________
_____________________________________________
___________________________________
TITLE OR TYPE OF DOCUMENT
___________________________________
NUMBER OF PAGES
___________________________________
DATE OF DOCUMENT
___________________________________
SIGNER(S) OTHER THAN NAMED ABOVE
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
E-4
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On __________, 2024 before me, ________________, personally appeared ________________, proved to me on the
basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true
and correct.
WITNESS my hand and official seal.
Signature: _____________________________________
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form.
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
INDIVIDUAL
CORPORATE OFFICER
_______________________________
TITLE(S)
PARTNER(S) LIMITED
GENERAL
ATTORNEY-IN-FACT
TRUSTEE(S)
GUARDIAN/CONSERVATOR
OTHER_______________________________
______________________________________
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
_____________________________________________
_____________________________________________
___________________________________
TITLE OR TYPE OF DOCUMENT
___________________________________
NUMBER OF PAGES
___________________________________
DATE OF DOCUMENT
___________________________________
SIGNER(S) OTHER THAN NAMED ABOVE
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
E-5
EXHIBIT “A” AMENDMENT NO.1
SCOPE OF SERVICES
I. Consultant will perform Professional School Crossing Guard Services for the City of
Rancho Palos Verdes from mid-August 2023 to the end of the summer school term in
mid-July 2024 and mid-August 2024 to the end of the summer school term in mid-
July, 2025. Maps of the intersections and the approximate location of the Crossing
Guards are attached in Exhibit A-Maps of the Agreement.
• Consultant shall provide personnel equipped and trained in appropriate procedures for
crossing pedestrians in marked crosswalks. Such personnel shall be herein referred to as a
Crossing Guard. Consultant is an independent contractor and the Crossing Guards to be
furnished by it shall at all times be its employees and not employees of City.
• Consultant shall provide all Crossing Guards with apparel by which they are readily
visible and easily recognized as Crossing Guards. Such apparel shall be uniform for all
persons performing the duties of Crossing Guards and shall be worn at all times while
performing said duties. The apparel must be appropriate for weather conditions. Consultant
shall also provide all Crossing Guards with handheld Stop Signs and appropriate safety
vest.
• Consultant shall provide supervisory personnel to see that Crossing Guard activities are
taking place at the required place and times, and in accordance with all items of this
agreement.
• Consultant shall maintain adequate reserve personnel to be able to furnish alternate
Crossing Guards in the event that any person fails to report for work at the assigned time
and location and agrees to provide immediate replacement.
• Consultant shall provide personnel properly trained as herein specified for the
performance of duties of Crossing Guards. In the performance of their duties the Consultant
and employees of Consultant shall conduct themselves in accordance with the conditions
of this Agreement and the laws and codes of the State of California pertaining to general
pedestrian safety and school crossing areas.
• Consultant’s Crossing Guards shall keep a daily record of all relevant information and
incidents, including weather conditions, start and end times of services, and any traffic
accidents or pedestrian injuries that occur during the Services. These records shall be
provided to City upon request.
• Crossing Guard Services shall be provided by Consultant at such designated locations as
shall be identified by City from time to time, and at the designated hours on all days on
which designated schools in the City of Rancho Palos Verdes are in session. Seven
locations will have Crossing Guards. One Crossing Guard per location.
E-6
• Each Crossing Guard will work a minimum of 3 hours per day, and in any event will
cover both peak drop off and pickup times, no matter how long the services will be
required. The typical peak times are between 7:15 AM to 8:15 AM, and pick up times are
typically between 2:45 PM to 3:45 PM. This time varies slightly by each school.
However, Consultant shall be responsible for adjusting the hours that services are provided
based on observations of traffic patterns, and shall also stay informed of school events,
holidays, and alternate scheduling (e.g., late-start days) that affect traffic patterns, and
adjust service hours accordingly.
• Crossing Guard services shall be provided every day that the appropriate Palos Verdes
Peninsula Unified School District (PVPUSD) and Los Angeles Unified School District
Schools are in session from mid-August 2023, to mid-July 2024, and mid-August 2024, to
mid-July, 2025, unless otherwise directed by City.
• Services will be provided at the following locations:
(1) Regular School Year: Dodson Middle School, Miraleste Intermediate School,
Ridgecrest Intermediate School, and Silver Spur Elementary. Services will be
provided at seven (7) total intersections as shown on the maps in Exhibit “A” of the
Agreement.
(2) Summer School Sessions: Miraleste Intermediate School. Services will be
provided at two (2) intersections as shown on the maps in Exhibit “A” of the
Agreement.
Optional Addition: At the City’s sole discretion, an additional crossing guard, if
needed, may be added at a location to be determined by the City’s Contract Officer.
Consultant will be notified 30 days prior to implementation. The additional crossing
guard shall be compensated at the rate in Exhibit C.
II. As part of the Services, Consultant will prepare and deliver the following tangible work
products to the City: NOT APPLICABLE
III. In addition to the requirements of Section 6.2, during performance of the Services,
Consultant will keep the City appraised of the status of performance by delivering the
following status reports: NOT APPLICABLE
IV. All work product is subject to review and acceptance by the City, and must be revised by
the Consultant without additional charge to the City until found satisfactory and accepted
by City.
V. Consultant will utilize the following personnel to accomplish the Services:
A. Personnel will be assigned by Consultant as appropriate to staff all locations
consistent with this Agreement.
E-7
EXHIBIT “C’ AMENDMENT NO.1
SCHEDULE OF COMPENSATION
I. Consultant shall perform the Services at the following rates for the 2023-24 and 2024-
25 school years.
The rates are inclusive of all equipment, materials, licenses and training necessary to perform the
Services. Consultant will only be paid for actual days and hours worked, and will not be entitled
to a flat weekly rate. The services are based on approximately 3,894 hours of work per school year,
including summer school.
Service 2023-24 Rate 2024-25 Rate
Crossing Guards Services: $33.35/hour $35.47/hour
(7) Crossing Guards working 3
hours per day for 180 School
days
$700.35/day
$126,063 / 180 School Days
$744.87/day
$134,076.60 / 180 School
Days
Summer school tentatively (19)
days with (2) Crossing Guards,
working 3 hours per day
$3,801.90. $4,043.58.
Subtotal $129,864.90 $138,120
Contingency $19,479.74 $20,718
Total Compensation $149,344.64 $158,838
II. All work product is subject to review and acceptance by the City, and must be revised
by the Consultant without additional charge to the City until found satisfactory and
accepted by City.
III. The City will compensate Consultant for the Services performed upon submission of
a valid invoice. Each invoice is to include:
A. Line items for all personnel describing the work performed, the number of hours
worked, and the 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.
E-8
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
E-9
EXHIBIT “D” AMENDMENT NO. 1
SCHEDULE OF PERFORMANCE
I. Consultant shall provide crossing guard services for the 2023-2024 and 2024-2025 school
year including summer school sessions. Services shall be provided on every day that appropriate
schools are in session, unless otherwise directed by City.
A. The PVUSD and LAUSD 2023-24 and 2024-25 School Year Calendars (including
Summer Session/Summer School calendars) are attached below.
B. The PVPUSD 2023-24 School Year Calendar will be incorporated herein by
reference once it is available. The PVPUSD calendar will be consistent with the
following dates:
• Wednesday, August 23rd – First day of classes (minimum day)
• Monday, September 4th – Holiday – Labor Day
• Friday, November 10th – Holiday Veterans’ Day Observance
• Monday, November 20th - Friday, November 24th – Thanksgiving Break
• Friday, December 22nd – Minimum Day
• Monday, December 25th – Friday, January 5th – Winter Break
• Friday, March 29th – Minimum Day
• Monday, April 1st – Friday, April 5th – Spring Break
• Monday, May 27th – Holiday Memorial Day
• Thursday, June 6th – Last day of Classes (minimum day)
C. The PVPUSD 2024-25 School Year Calendar will be incorporated herein by reference
once it is available. The PVPUSD calendar will be consistent with the following dates:
• Wednesday, August 21st – First day of classes (minimum day)
• Monday, September 2nd – Holiday – Labor Day
• Monday, November 11th – Holiday Veterans’ Day Observance
• Monday, November 25th - Friday, November 29th – Thanksgiving Break
• Friday, December 20th – Minimum Day
• Monday, December 23rd – Friday, January 3rd – Winter Break
E-10
• Monday, April 1st – Friday, April 5th – Spring Break
• Friday, April 4th – Minimum Day
• Friday, May 23rd – Minimum Day
• Monday, May 26th – Holiday Memorial Day
• Thursday, June 5th – Last day of Classes (minimum day)
II. The Schedule may be revised by the Contract Officer pursuant to Section 3.2 of this
Agreement. The Contract Officer may approve extensions for performance of the services in
accordance with Section 3.2. Any further extensions require City Council approval.
E-11
III. PVPUSD 2023-24 School Year Calendar
E-12
IV. PVPUSD 2024-25 School Year Calendar
E-13
V. LAUSD 2023-24 School Year Calendar
E-14
VI. LAUSD 2024-25 School Year Calendar
E-15
AMENDMENT NO. 1
TO AGREEMENT FOR PROFESSIONAL SERVICES
THIS AMENDMENT TO THE AGREEMENT FOR PROFESSIONAL SERVICES
(“Amendment No. 1”) by and between the CITY OF RANCHO PALOS VERDES a California
municipal corporation (City) and COLEEN BERG, an individual, (“Consultant”) and is effective
as of July 1, 2024.
RECITALS
A.City and Consultant entered into that certain Agreement for Professional Services
dated July 1, 2022 (“Agreement”), whereby Consultant agreed to provide mediation services for
the View Restoration/Preservation Division of the Community Development Department for a
Contract Sum of $135,000, for a Term of two years with an option to extend one additional year.
B.City and Consultant now desire to amend the agreement and exercise the option to
extend the Agreement by one year without increasing the contract sum to continue to provide
mediation services through June 30, 2025.
TERMS
1.Contract Changes. The Agreement is amended as provided herein. Deleted text is
indicated in strikethrough and added text in bold italics.
a.Section 3.4, Term is amended to read:
Unless earlier terminated in accordance with Article 7 of this Agreement, this
Agreement shall continue in full force and effect until completion of the services
but not exceeding two (2) years from the date hereofJune 30, 2025, except as
otherwise provided in the Schedule of Performance (Exhibit “D”). The City may,
in its discretion, extend the Term by one additional one year term by giving advance
written notice of the same not later than sixty (60) calendar days prior to the
expiration of the Term.
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.
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.
F-1
01203.0005/984648.2 -2-
4. Compensation and Method of Payment. 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.
5. 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.
6. 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]
F-2
01203.0005/984648.2 -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
____________________________________
John Cruikshank, Mayor
ATTEST:
_________________________________
Teresa Takaoka, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
_________________________________
Elena Q. Gerli, City Attorney
CONSULTANT:
COLEEN BERG., an individual
By:
Name: Coleen Berg
Title: Mediator
By:
Name: N/A
Title: N/A
Address: PO Box 58
Redondo Beach, CA 90277
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.
F-3
01203.0005/984648.2
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On __________, 2024 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.
F-4
01203.0005/984648.2
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On __________, 2024 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.
F-5
AMENDMENT NO. 1
TO AGREEMENT FOR PROFESSIONAL SERVICES
THIS AMENDMENT TO THE AGREEMENT FOR PROFESSIONAL SERVICES
Amendment No. 1”) by and between the CITY OF RANCHO PALOS VERDES a California
municipal corporation (City) and COTTON SHIRES AND ASSOCIATES INC., a California
corporation, (“Consultant”) and is effective as of July 1, 2024.
RECITALS
A. City and Consultant entered into that certain Agreement for Professional Services
dated July 1, 2022 (“Agreement”) whereby Consultant agreed to provide geological services for
the Community Development Department for a Contract Sum of $540,000, for a Term of two years
with an option to extend one additional year.
B. City and Consultant now desire to exercise the option to extend the Agreement one-
year without increasing the contract sum to continue to provide Geological professional services
through June 30, 2025.
TERMS
1. Contract Changes. The Agreement is amended as provided herein. Deleted text is
indicated in strikethrough and added text in bold italics.
a. Section 3.4, Term is amended to read:
Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement
shall continue in full force and effect until completion of the services but not exceeding
two years from the date hereofJune 30, 2025, except as otherwise provided in the
Schedule of Performance (Exhibit “D”). The City may, in its discretion, extend the Term
by one additional 1-year term by giving advance written notice of the same not later than
sixty (60) calendar prior to the expiration of the Term.
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.
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.
4. Compensation and Method of Payment. 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
G-1
01203.0005/984410.2 -2-
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.
5. 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.
6. 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]
G-2
01203.0005/984410.2 -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
John Cruikshank, Mayor
ATTEST:
Teresa Takaoka, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
Elena Q. Gerli, City Attorney
CONSULTANT:
COTTON SHIRES AND ASSOCOATES,
INC., a California corporation
By:
Name: David T. Schrier
Title: Vice President
By:
Name: Andrew T. Mead
Title: Secretary
Address: 646 University Avenue
Anaheim: Los Gatos, CA 95032-4416
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.
G-3
01203.0005/984410.2
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On __________, 2024 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-4
01203.0005/984410.2
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On __________, 2024 before me, ________________, personally appeared ________________, proved to me on the
basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true
and correct.
WITNESS my hand and official seal.
Signature: _____________________________________
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form.
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
INDIVIDUAL
CORPORATE OFFICER
TITLE(S)
PARTNER(S) LIMITED
GENERAL
ATTORNEY-IN-FACT
TRUSTEE(S)
GUARDIAN/CONSERVATOR
OTHER_______________________________
SIGNER IS REPRESENTING:
NAME OF PERSON(S) OR ENTITY(IES))
TITLE OR TYPE OF DOCUMENT
NUMBER OF PAGES
DATE OF DOCUMENT
SIGNER(S) OTHER THAN NAMED ABOVE
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
G-5
AMENDMENT NO. 1
TO AGREEMENT FOR PROFESSIONAL SERVICES
THIS AMENDMENT TO THE AGREEMENT FOR PROFESSIONAL SERVICES
(“Amendment No. 1”) by and between the CITY OF RANCHO PALOS VERDES a California
municipal corporation (City) and LSA ASSOCIATES, INC. a California corporation,
(“Consultant”) and is effective as of July 1, 2024.
RECITALS
A.City and Consultant entered into that certain Agreement for Professional Services
dated July 1, 2022 (“Agreement”) whereby Consultant agreed to provide on-call environmental
consulting services for the Planning Division of the Community Development Department for a
Contract Sum of $30,000, for a Term of two years with an option to extend one additional year.
B.City and Consultant now desire to amend the Agreement to exercise the option to
extend the Agreement one year without increasing the Contract Sum to continue to provide on-
call Consulting Services related to biological field surveys through June 30, 2025.
TERMS
1.Contract Changes. The Agreement is amended as provided herein. Deleted text is
indicated in strikethrough and added text in bold italics.
a.Section 3.4, Term is amended to read:
Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement
shall continue in full force and effect until completion of the services but not exceeding
two years June 30, 2025 from the date hereof, except as otherwise provided in the Schedule
of Performance (Exhibit “D”). The City may, in its discretion, extend the Term by one
additional one-year term.
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.
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.
4.Compensation and Method of Payment. 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
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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.
5. 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.
6. Authority. The persons executing this Amendment No 1. on behalf of the parties
hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to
execute and deliver this Amendment No. 1 on behalf of said party, (iii) by so executing this
Amendment No. 1, such party is formally bound to the provisions of this Amendment No.1, and
(iv) the entering into this Amendment No. 1 does not violate any provision of any other agreement
to which said party is bound.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
and year first-above written.
CITY:
CITY OF RANCHO PALOS VERDES, a
municipal corporation
____________________________________
John Cruikshank, Mayor
ATTEST:
_________________________________
Teresa Takaoka, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
_________________________________
Elena Q. Gerli, City Attorney
CONSULTANT:
LSA ASSOCIATES, INC. is a California
corporation.
By:
Name: Anthony Petros
Title: CEO
By:
Name: Justin Cary
Title: CFO
Address: 3210 El Camino Real, Suite 100
Irvine, CA 92602
Two corporate officer signatures required when Consultant is a corporation, with one signature required from
each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any
Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT’S SIGNATURES
SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS
MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR
REGULATIONS APPLICABLE TO CONSULTANT’S BUSINESS ENTITY.
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CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On __________, 2024 before me, ________________, personally appeared ________________, proved to me on the
basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true
and correct.
WITNESS my hand and official seal.
Signature: _____________________________________
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form.
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
INDIVIDUAL
CORPORATE OFFICER
_______________________________
TITLE(S)
PARTNER(S) LIMITED
GENERAL
ATTORNEY-IN-FACT
TRUSTEE(S)
GUARDIAN/CONSERVATOR
OTHER_______________________________
______________________________________
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
_____________________________________________
_____________________________________________
___________________________________
TITLE OR TYPE OF DOCUMENT
___________________________________
NUMBER OF PAGES
___________________________________
DATE OF DOCUMENT
___________________________________
SIGNER(S) OTHER THAN NAMED ABOVE
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
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01203.0005/984355.2
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On __________, 2024 before me, ________________, personally appeared ________________, proved to me on the
basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true
and correct.
WITNESS my hand and official seal.
Signature: _____________________________________
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form.
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
INDIVIDUAL
CORPORATE OFFICER
_______________________________
TITLE(S)
PARTNER(S) LIMITED
GENERAL
ATTORNEY-IN-FACT
TRUSTEE(S)
GUARDIAN/CONSERVATOR
OTHER_______________________________
______________________________________
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
_____________________________________________
_____________________________________________
___________________________________
TITLE OR TYPE OF DOCUMENT
___________________________________
NUMBER OF PAGES
___________________________________
DATE OF DOCUMENT
___________________________________
SIGNER(S) OTHER THAN NAMED ABOVE
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
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01203.0001/575243.4 1 of 10
AGREEMENT FOR CLASS INSTRUCTION
Business Name/ DBA/Sole Proprietor
Matsumoto Music, LLC
Type of Legal Entity
Corporation Limited liability
company (LLC)
Limited
partnership (LP)
General
partnership (GP)
Sole
proprietor
Address for Notices
Street: 24421 Narbonne Ave.
City: Lomita State: CA Zip Code: 90717
Email Address: niko2niko@gmail.com
Work Phone: Cell Phone: 949-742-1656
This Agreement is made and entered into by and between the City of Rancho Palos Verdes,
a municipal corporation (City) and Matsumoto Music, LLC (Instructor).
RECITALS
A. City desires to offer one or more classes, as described in Exhibit “A”, Class
Schedule, to this Agreement,
B. Instructor represents Instructor (i) has sufficient professional experience for the
classes identified in Exhibit “A”, (ii) will teach such classes to the best of Instructor’s ability and
in accordance with the highest professional standards, and (iii) has all required licenses, permits,
and approvals required by law for the performance of the services required by this Agreement.
Therefore, City and Instructor mutually agree as follows:
1. INSTRUCTOR’S SERVICES.
1.1. Recitals. The foregoing Recitals are true and correct, and are incorporated
herein by this reference.
1.2. Responsibilities of Instructor. The Instructor has the following
responsibilities in providing Instruction services on behalf of City:
1.2.1 Instructor is responsible for the preparation and facility set-up of
their respective class and shall arrive at the class location on each class day prior to the scheduled
start time of said class, with that time determined by Instructor based on Instructor’s experience
and needs, to ensure all needed set-up is completed prior to commencement of the class.
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1.2.2 Instructor will return the facility to the state it was in prior to
Instructor’s class.
1.2.3 If the specified minimum number of students do not enroll in the
class as of the date of class commencement, the class will be cancelled unless the City and
Instructor provide mutual consent to the continuation of the class. So as to provide value to the
students, Instructor shall refrain from enrolling more than the Enrollment Maximum described in
Exhibit “A”, unless at the Instructor’s sole discretion, it is possible to enroll additional students
without compromising the integrity of the class for the other students already enrolled.
1.2.4 Instructor will only utilize storage space at City’s facility to store
Instructor’s materials necessary for the class after receiving written approval and permission from
the facility’s supervisor.
1.2.5 In the event Instructor must cancel any classes, Instructor shall
notify City at least 48 hours in advance of the classes to be cancelled if at all practicable, and shall
also notify class enrollees by telephone or email that the class has been cancelled. Only in the event
of an unforeseeable emergency should Instructor provide less than 48 hours advance notice, since
Instructor will need to provide notice of the cancellation to students. If Instructor cancels classes,
then Instructor shall make up the same number of classes cancelled prior to the end of the
respective session, and at a date and time determined by Instructor subject to City facility
availability. Instructor will be liable to City for any Damages incurred by City as described in
Section 3.3 if Instructor fails to make up any cancelled classes, since students have enrolled in and
paid for the class with the expectation of a specific number of class sessions.
1.2.6 If Instructor is unavailable to instruct more than twenty-five
percent (25%) of the scheduled classes, students will be allowed to withdraw from the class and
receive a pro rata refund for the remaining classes not provided by Instructor. Any amounts
refunded under this section will be subtracted from the remaining payment owed to Instructor by
City.
1.2.7 If Instructor is unavailable to provide instruction for a particular
class, Instructor may use a substitute instructor selected by Instructor, provided the substitute
instructors and assistants have been fully vetted and approved by City (including necessary
documents in Section 1.3) to instruct the specified program or activity. The substitute instructor’s
contract must be fully processed and approved by City’s Recreation and Parks Department for the
current fiscal year prior to the substitute instructor providing any instruction services on behalf of
Instructor.
1.2.8 Instructor will provide City’s Recreation and Parks Department
with a list of all employees and any potential substitute instructors Instructor plans to utilize for
Instructor’s class during the Term of this Agreement. Instructor will ensure that prior to utilizing
the services of any Instructor employees or a substitute i nstructor, City’s Recreation and Parks
Department has approved said individuals to provide services for Instructor.
1.2.9 Instructor will conduct each of Instructor’s responsibilities under
this Agreement at the highest professional standards.
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1.3. Submittals to City. On or before January 4, 2023 Instructor shall provide
the following documents to City: (1) a course proposal; (2) a completed W9 form; (3) proof of
successful completion of an adult and child CPR and First Aid class; (4) proof of all insurance
required; (5) Live Scan fingerprints and related criminal background checks as required by Section
1.6 of this Agreement; (6) a copy of Instructor’s valid and current City business tax certificate; and
7) proof of medical certification, as required in Section 1.7 of this Agreement. If Instructor has
no employees, then Instructor must provide a written statement signed under penalty of perjury
confirming that Instructor has no employees, at which time City’s requirement for Workers’
Compensation Insurance shall be waived.
1.4. Policies and Procedures. Instructor agrees to comply with all City
Recreation and Parks Department policies and procedures for Contract Instructors, as outlined in
this Agreement and The City of Rancho Palos Verdes Independent Contractor Handbook, a copy
of which is attached to this Agreement as Exhibit “B”.
1.5. Responsibilities of City. City has the following responsibilities to
Instructor:
1.5.1 No less than two weeks prior to the start of each class session, City
will notify Instructor in writing regarding (i) the details of the classes Instructor will teach for that
session, including day, time, dates, and room location of the classes; (ii) any documentation that
is due from Instructor prior to the start of the new session; and (iii) City shall notify Instructor, at
least 48 hours in advance if possible, if for any reason City cancels or needs to relocate any class
to another location.
1.5.2 City will provide a clean room or facility for each class prior to
the Instructor’s use of that room or facility.
1.5.3 City will unlock the room or facility prior to Instructor’s use, and
lock the room or facility following Instructor’s use.
1.5.4 City will provide office services related to the Instructor’s class,
including registration of students in the class; collecting and processing student payments for the
class; collecting waivers or emergency forms from students; providing copies of rosters to
Instructor; providing emergency forms and student payment receipts to Instructor; and advertising
the class via the City’s online tools.
1.6. Background Check. Instructor, and any employee or agent of Instructor
who may provide services pursuant to this Agreement, and who may have contact with children,
shall not have been convicted of any offense specified in Public Resources Code section 5164 or
Penal Code section 11105.3, which would preclude any such person from working with children.
In addition, Instructor agrees to provide City with Live Scan fingerprints and the related criminal
background check for Instructor, and for any employee or agent of Instructor who may provide
services pursuant to this Agreement, who may have contact with children.
1.7. Medical Check. Instructor warrants Instructor, and any employee or agent
of Instructor who may provide services pursuant to this Agreement who may have contact with
children, has been examined and found free of communicable tuberculosis within the last two years
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prior to the execution of this Agreement, as required by Public Resource Code section 5163. In
addition, Instructor agrees to provide City with a medical certificate confirming said testing and
test result for Instructor and any employee or agent of Instructor who may provide services
pursuant to this Agreement, who may have contact with children.
1.8. Taking or Using of Photos and Videos of Students. Instructor agrees
Instructor and Instructor’s employees and agents may only make video recordings and take
photographs of students of classes provided pursuant to this Agreement after receiving (i) prior
written notice from City, and (ii) signed consent forms from the students, or in the case of a student
who is a minor, from the student’s parent or guardian. Moreover, if Instructor desires to use those
previously authorized photos or video for any purpose other than personal use, including but not
limited to advertising Instructor’s business on flyers or on the internet or social media, then that
specific purpose must be clearly described in the notice signed by City and by or on behalf of
Instructor’s students. Instructor’s violation of this section is grounds for immediate termination of
this Agreement, and shall result in Instructor being barred from contracting with City for a
minimum of three (3) years.
2. PAYMENT FOR SERVICES.
2.1. Basic Fee Amount. Instructor’s compensation for providing the
instructional services specified in this Agreement shall be in the form of a commission, based on
and derived from the Gross Receipts generated by the session/class. Gross Receipts are defined as
a total sum paid by the students as fees for enrolling in the instructional activity, less any non -
resident fee. City shall receive 30% of the Gross Receipts and Instructor shall receive 70% of the
Gross Receipts.
2.2. Fee Inclusions. Instructor’s fee rate shall include, without limitation, the
costs for Instructors’ instruction, substitute instructors, assistants, instructional supplies, and
materials, publicity, and transportation. Costs for student supplies, if required, must be included in
the Instructor’s fee rate. Instructor shall not receive separate reimbursement for any costs incurred
in providing instruction services, apart from the basic fee amount.
2.3. Time of Payment. Following the completion of a class session, and City’s
receipt and verification of signed invoices for services previously rendered by Instructor to City’s
satisfaction, City will process payment for Instructor once a month. Invoices shall be submitted to
City and must include line items for each class taught, including the time, date, and number of
students that attended the class.
3. GENERAL PROVISIONS.
3.1. Term. The term of this Agreement shall commence upon full execution by
all parties, and unless terminated sooner pursuant to Section 3.4, shall expire on June 30, 2025.
3.2. Termination.
3.2.1. Should Instructor breach any part of this Agreement, City may, in
its sole discretion, terminate this Agreement immediately.
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3.2.2 City may terminate this Agreement for any reason, with or without
cause, City shall provide Instructor with seven (7) days’ advance written notice of termination
except for termination of the Agreement pursuant to Section 3.2.1.
3.2.3. If Instructor cancels a class without prior notice (see Section 1.2.5)
or fails to attend a class required hereunder, then Instructor shall be responsible to City for all
ensuing damages to City including, but not limited to, all costs associated with retaining a
replacement instructor, unless City agrees in writing to waive any or all resulting damages.
3.2.4. Instructor may terminate this Agreement at any time, for any reason.
City requests Instructor provide 7 days’ advance written notice of termination of the Agreement.
If Instructor terminates this Agreement prior to its expiration Instructor shall receive payment only
for the time through the date of termination.
3.3. Indemnity. Instructor agrees to indemnify, hold harmless and defend City
and each of its officers, employees, agents, and volunteers from any and all claims, losses, awards,
judgments, damages, actions or costs, including reasonable attorney’s fees and court costs
Damages), arising out of Instructor’s or any of Instructor’s officers’, employees’, representatives’
or volunteers’ act or omission related directly or indirectly to this Agreement, including the use or
possession by Instructor or any of Instructor’s officers, employees, representatives, agents or
volunteers of unauthorized images (i.e. photographs in any format) of any student or any of their
invitees; provided, that Instructor’s obligation to indemnify and hold harmless is only to the extent
Damages are caused by Instructor or any of Instructor’s officers, employees, representatives,
agents, or volunteers.
3.4. Non-Discrimination. In carrying out the performance of the services
designated in this Agreement, Instructor shall not discriminate against any employee or member
of the public because of race, religion, creed, color, medical condition, sex, marital status, national
origin, or sexual orientation.
3.5. Entire Agreement. This Agreement supersedes any and all other
agreements, either oral or written, between the parties, and contains all of the covenants and
agreements between the parties with respect to the subject matter hereof. Each party to this
Agreement acknowledges no representations, inducements, promises, or agreements, orally or
otherwise, have been made by either party or anyone acting on behalf of any party, which are not
embodied herein and that any other agreement, statement, or promise not contained in the
Agreement shall not be valid or binding. Any modifications of this Agreement will be effective
only if memorialized in a writing signed by both parties.
3.6. Governing Law. This Agreement shall be governed by the laws of the State
of California and any lawsuit or action relating in any way to this Agreement must be filed in Los
Angeles County, California.
3.7. Prohibition Against Subcontracting or Assignment. Instructor shall not
contract with any person or entity to perform in whole or in part the work or services required
hereunder except as provided by this Agreement. Neither this Agreement nor any interest herein
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may be assigned or transferred, voluntarily or by operation of law, without the prior written
approval of City. Any such prohibited assignment or transfer shall be void.
3.8. Independent Contractor. Neither City nor any of its officers, employees,
agents, or volunteers shall have any control over the manner, mode, or means by which Instructor
performs the services required herein, except as otherwise set forth. Instructor shall perform all
services required herein as an independent contractor of City and shall remain under only such
obligations as are consistent with that role. Instructor shall not at any time or in any manner
represent that it or any of Instructor’s agents or employees are agents or employees of City.
3.9. Insurance. Unless otherwise stated in writing from City’s City Manager or
designee, Instructor shall procure and maintain, at its sole cost and expense, in a form, amount and
content satisfactory to City’s City Manager or designee, during the entire term of this Agreement,
including any extension thereof, the following policies of insurance:
3.9.1 Commercial General Liability Insurance. A policy of
commercial general liability insurance for $1,000,000 using Insurance Services Office
Commercial General Liability” policy form CG 00 01, with an edition date prior to 2004, or the
exact equivalent. Coverage for an additional insured shall not be limited to its vicarious liability.
Defense costs must be paid in addition to limits. Additionally, City and each of its officers,
employees and agents must be mentioned as additional insureds and each insurance certificate
must be accompanied by all applicable additional insured endorsement pages.
3.9.2 Automotive Insurance. A policy of comprehensive automobile
liability insurance written on a per occurrence basis shall not be required as Instructor is not
required to use an automobile in connection with the services hereunder. However, Instructor
understands that automobile insurance and/or financial responsibility is required on any vehicle
operated or parked on California roadways. Instructor agrees that they will carry evidence of
automobile insurance and/or financial responsibility in their vehicle at all times and that proof of
same must be provided as specified: when requested by law enforcement; when renewing vehicle
registration; when the vehicle is involved in a traffic collision. Accordingly, Instructor agrees if a
vehicle will be used by Instructor/Instructor’s officer, employee or agent to commute to the classes
provided pursuant to this Agreement or other activities in connection therewith, then Instructor
shall comply with the minimum liability insurance requirements for private passenger vehicles
per California Insurance Code subdivision 11580.1(b).
3.9.3 Workers Compensation Insurance. A policy of worker’s
compensation insurance on a state-approved policy form providing statutory benefits as required
by law with employer's liability limits per accident for all covered losses. However, this
requirement shall not apply if Instructor has no employees and Instructor provides the letter signed
under penalty of perjury as described in Section 1.3.
3.9.4 The policies of insurance shall not be cancelled without providing
ten-days’ prior written notice by registered mail to City. In the event any of the policies of
insurance are cancelled or amended, Instructor shall, prior to the cancellation or amendment date,
submit new evidence of insurance in conformance with this Section to City’s City Manager or
designee. No work or services under this Agreement shall commence until Instructor has provided
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City with Certificates of Insurance or appropriate insurance binders evidencing the above
insurance coverages and said Certificates of Insurance or binders are approved by City’s City
Manager or designee.
Instructor agrees the provisions of this Section shall not be construed as limiting in any
way the extent to which Instructor may be held responsible for the payment of damages to any
persons or property resulting from Instructor’s activities or the activities of any person or persons
for which Instructor is otherwise responsible.
The insurance required by this Agreement shall be satisfactory only if issued by companies
qualified to do business in California, rated “A” or better in the most recent edition of Best Rating
Guide or The Key Rating, and only if they are of a financial category Class VII or better, unless
such requirements are waived by City’s City Manager or designee, due to unique circumstances.
3.10. Notice. 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 City:
Attn: City Manager
30940 Hawthorne Blvd.
Rancho Palos Verdes, CA 90275,
In the case of Instructor:
At the address designated on the
signature page of this
Agreement.
3.11. Severability. In the event part of 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 portions 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.
3.12. Waiver. No delay or omission in the exercise of any right or remedy by a
nondefaulting party on any default shall impair such right or remedy or be construed as a waiver.
A party’s consent to or approval of any act by the other party requiring the party’s consent or
approval shall not be deemed to waive or render unnecessary the other party’s consent to or
approval of any subsequent act. 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.
3.13. Conflict of Interest. No officer, employee, director, or agent of City shall
participate in any decision relating to this Agreement, which affects their personal interest or the
interest of any corporation, partnership, or association in which they are directly or indirectly
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interested, nor shall any such person have any interest, direct or indirect, in this Agreement or the
provisions thereof.
SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the date
set forth below.
CITY: INSTRUCTOR:
City of Rancho Palos Verdes Sachiko Matsumoto,
30940 Hawthorne Blvd. 24421 Narbonne Ave
Rancho Palos Verdes, CA 90275 Lomita, CA 90717
By: ______________________________ By: ______________________________
John Cruikshank, Mayor ________________
Its ______________
Date: ______________ Date: ______________
ATTEST: By: ______________________________
Its ____________________
Teresa Takaoka, City Clerk Date: ______________
DocuSign Envelope ID: 3F650F3A-F3CA-483D-805B-4205E2FA7641
Sachiko Matsumoto
6/ 6/2024
Owner
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EXHIBIT “A”
CLASS SCHEDULE
Instructor agrees to provide the following classes:
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AMENDMENT NO. 4
TO AGREEMENT FOR PROFESSIONAL SERVICES
THIS AMENDMENT TO THE AGREEMENT FOR PROFESSIONAL SERVICES
(“Amendment No. 4”) by and between the CITY OF RANCHO PALOS VERDES, a general
law city & municipal corporation (“City”), and PARKMOBILE LLC, a Delaware limited
liability company (“Consultant”) is effective as of July 1, 2024.
RECITALS
A. City and Consultant entered into that certain Agreement for Professional Services
dated April 20, 2021 (“Agreement”) whereby Consultant agreed to provide app-based parking
services at Del Cerro Park and sections of Crenshaw Boulevard south of Crest Road (the
“Services”) for one year, for a Contract Sum of $24,308, which included equipment installation
costs.
B. On April 20, 2022 City and Consultant amended the Agreement to extend the term
until December 31, 2022 for additional compensation of $5,872 (“Amendment No. 1”).
C. On April 18, 2023 City and Consultant amended the Agreement to extend the term
until December 31, 2023 for additional compensation of $8,808 (“Amendment No. 2”).
D. On December 19, 2023 City and Consultant amended the Agreement to extend the
term until June 30, 2024 for additional compensation of $4,404 (“Amendment No. 3).
E. City and Consultant now desire Amend this Agreement (“Amendment No. 4”) to
extend the term for three years until June 30, 2027, for the additional compensation of $8,808 per
year, for a total Contract Sum of $69,816.
TERMS
1. Contract Changes. The Agreement is amended as provided herein. Deleted text is
indicated in strikethrough and added text in bold italics.
(a) Section 3.2, Contract Sum, is amended to read:
“Contract Sum. Subject to any limitations set forth in this Agreement, City
agrees to pay Consultant the amounts specified in the “Schedule 2” and
incorporated herein by this reference. The compensation, including
reimbursement for actual expenses, pursuant to Schedule 2, Section I., shall
not exceed $38,988 (Thirty Eight Thousand Nine Hundred Eighty Eight
Dollars) $69,816 (Sixty Nine Thousand Eight Hundred and Sixteen
Dollars) plus freight charges (the “Contract Sum”), unless additional
compensation is approved pursuant to Section 1.9. In the interest of clarity,
the Contract Sum does not include Reservation Transaction Fees stated in
Schedule 2, Section II.
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(b) Section 4.1, Term, is amended to read:
Term. The initial term of this Agreement shall commence as of the Effective
Date and end one (1) year from the Effective Date (the “Initial Term”). The
Parties may agree to renew or extend the Term of this Agreement upon
terms that are mutually agreeable to the Parties. The date on which this
Agreement is terminated or expires as provided herein is called the
“Termination Date,” and the period from the Effective Date through the
Termination Date is herein called the “Term.”
The Term is hereby extended through June 30, 2024 2027.
2. Continuing Effect of Agreement. Except as amended by Amendment Nos. 1
through 4, all provisions of the Agreement shall remain unchanged and in full force and effect.
From and after the date of this Amendment No. 4, whenever the term “Agreement” appears in the
Agreement, it shall mean the Agreement, as amended by Amendment Nos. 1, 2, 3, and 4 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. 4,
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. 4,
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. 4.
5. Authority. The persons executing this Amendment No. 4 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. 4 on behalf of said party, (iii) by so executing this
Amendment No. 4, such party is formally bound to the provisions of this Amendment No. 4, and
(iv) the entering into this Amendment No. 4 does not violate any provision of any other agreement
to which said party is bound.
[SIGNATURES ON FOLLOWING PAGE]
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01203.0006/984718.1 -3-
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 4 on
the dates set forth below, with express intent that this Amendment No. 4 shall be effective as of
July 1, 2024.
CITY:
CITY OF RANCHO PALOS VERDES, a
municipal corporation
____________________________________
John Cruikshank, Mayor
ATTEST:
_________________________________
Teresa Takaoka, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
_________________________________
Elena Gerli, City Attorney
CONSULTANT:
PARKMOBILE LLC, a Delaware limited
liability company
By: ________________________________
Name: Justin Clifford
Title: Head of FP&A and Finance
By: ________________________________
Name: Glen Braganza
Title: Chief Financial Officer
Date:___________________
Address: 1100 Spring Street NW, Suite 200
Atlanta, GA 30309
Two corporate officer signatures required when Consultant is a corporation, with one signature required from
each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any
Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT’S SIGNATURES
SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS
MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR
REGULATIONS APPLICABLE TO CONSULTANT’S BUSINESS ENTITY.
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01203.0006/984718.1
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On __________, 2024 before me, ________________, personally appeared ________________, proved to me on the
basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true
and correct.
WITNESS my hand and official seal.
Signature: _____________________________________
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form.
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
INDIVIDUAL
CORPORATE OFFICER
_______________________________
TITLE(S)
PARTNER(S) LIMITED
GENERAL
ATTORNEY-IN-FACT
TRUSTEE(S)
GUARDIAN/CONSERVATOR
OTHER_______________________________
______________________________________
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
_____________________________________________
_____________________________________________
___________________________________
TITLE OR TYPE OF DOCUMENT
___________________________________
NUMBER OF PAGES
___________________________________
DATE OF DOCUMENT
___________________________________
SIGNER(S) OTHER THAN NAMED ABOVE
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
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01203.0006/984718.1
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On __________, 2024 before me, ________________, personally appeared ________________, proved to me on the
basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true
and correct.
WITNESS my hand and official seal.
Signature: _____________________________________
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form.
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
INDIVIDUAL
CORPORATE OFFICER
_______________________________
TITLE(S)
PARTNER(S) LIMITED
GENERAL
ATTORNEY-IN-FACT
TRUSTEE(S)
GUARDIAN/CONSERVATOR
OTHER_______________________________
______________________________________
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
_____________________________________________
_____________________________________________
___________________________________
TITLE OR TYPE OF DOCUMENT
___________________________________
NUMBER OF PAGES
___________________________________
DATE OF DOCUMENT
___________________________________
SIGNER(S) OTHER THAN NAMED ABOVE
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
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Chief Operating Officer
510 W Anaheim St, Wilmington CA
90744
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