CC SR 20250304 J - Goat Grazing Fuel Mod Contract
CITY COUNCIL MEETING DATE: 03/04/2025
AGENDA REPORT AGENDA HEADING: Consent Calendar
AGENDA TITLE:
Consideration and possible action to award a Professional Services Agreement to Fire
Grazers, Inc. to perform fuel modification by goat grazing.
RECOMMENDED COUNCIL ACTION:
(1) Award a Professional Services Agreement (PSA) with Fire Grazers, Inc. in the
total amount of $1,049,620 over a three-year period ($331,335 for Fiscal Year
(FY) 2024-25; $349,652 for FY 2025-26; and $368,634 for FY 2026-27) plus a
10% contingency, with an optional three -year extension by mutual consent;
and,
(2) Authorize the Mayor and City Clerk to execute the agreement in a form
approved by the City Attorney.
FISCAL IMPACT: The FY 2024-25 General Fund budget for Fuel Modification is
$685,000, which includes $360,000 for goat grazing and $325,000
for hand-crew trimming services.
The City was recently awarded a grant through the Federal
Emergency Management Agency (FEMA) Hazard Mitigation Grant
Program (HMGP) via the California Governor’s Office of Emergency
Services (CalOES) for the Goat Vegetation Management Project in
the amount of approximately $1.3 million ($914,977 Federal cost
share and $384,992 City’s cost share) for a period of three years.
The grant revenue was approved by the City Council for
appropriation on October 1, 2024 for $914,977. The City will seek
reimbursement for the current fiscal year of approximately $360,000
and the remaining balance in the next two fiscal years of
approximately $277,500 per year. Staff will continue to budget for
this revenue and expenditure in the next two fiscal years . This
reimbursement will help offset costs typically covered by the General
Fund for the City’s annual Goat Vegetation Management Project
(Fuel Modification). VR
Amount Budgeted: $685,000
Additional Appropriation: No additional appropriation; budget adjustment
only. Adding the budget in the grant account to
match the revenue reimbursement from FEMA
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Account Number(s): 332-400-3230-5201 $360,000
(State Grants – Fuel Modification - Expenditure )
101-400-3230-5201 $325,000
(General Fund – Fuel Modification - Expenditure ) VR
ORIGINATED BY: Vanessa Hevener, Project Manager
REVIEWED BY: Ramzi Awwad, Director of Public Works
APPROVED BY: Ara Mihranian, AICP, City Manager
ATTACHED SUPPORTING DOCUMENTS:
A. Professional Services Agreement with Fire Grazers, Inc. (page A-1)
B. Fuel Modification Map (page B-1)
C. Proposal from Fire Grazers, Inc. (page C-1)
D. Request for Proposals for Fuel Modification Goat Grazing Services (page D-1)
BACKGROUND:
With virtually the entire Palos Verdes Peninsula designated as a Very High Fire Hazard
Severity Zone (VHFHSZ) by the California Department of Forestry and Fire Protection
(CalFire), the City is required to implement fire mitigation efforts to reduce the amount of
fuel loads on City properties, primarily in the Palos Verdes Nature Preserve (Preserve).
The Los Angeles County Fire Code requires the clearance of hazardous vegetation
around structures to create “defensible space” in VHFHSZ to help firefighters make an
effective stand against an approaching fire front. The Los Angeles County Fire
Department and Los Angeles County Department of Agricultural Commissioner/Weights
and Measures, Weed Hazard and Pest Abatement Bureau (LACDAC) jointly enforce
these requirements. Within the City limits of Rancho Palos Verdes, this requires fuel
modification within 200-feet around structures and 10-feet from the curb along a public
roadway. The City is responsible for the portion of these fuel modification areas within the
boundaries of City-owned properties, including the Preserve. (Attachment B)
For several years, the City has used both goat grazing and hand crews, which are
contracted separately, for fuel modification services within the Preserve. Goats have been
known to provide an effective and environmentally sound method for removing excess
vegetation and fuel load to reduce wildfire risk in a form consistent with the City’s
approved Natural Communities Conservation Plan/Habitat Conservation Plan
(NCCP/HCP). Goats tend to eat a variety of plants including non-native mustard, grasses,
and lemonade berry shrubs, thereby reducing fuel loads.
DISCUSSION:
On November 22, 2024, Staff advertised a Request for Proposal (RFP) for fuel
modification goat grazing services through the PlanetBids online solicitation portal, in
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addition to sending the RFP directly to vendors known to perform goat grazing services
(Attachment D).
Proposals were received from three vendors: Fire Grazers, Inc., Golden State Goats, and
Ventura Brush, by the RFP deadline of December 6, 2024. All three proposals met the
minimum requirements and were evaluated according to the scoring criteria specified in
the RFP. Fire Grazers, Inc. (Fire Grazers) received the highest score as shown on below.
Staff negotiated a refined scope and fee with Fire Grazers. (Attachments A and C).
Fire Grazers currently provides goat grazing services and has successfully performed the
City’s fuel modification services for the past several years.
In general, goats arrive in the City starting in April and complete their task within two
months. If the PSA with Fire Grazers is approved this evening, goat grazing services will
begin in April 2025 and will be completed before the June 1, 2025 annual brush clearance
requirements deadline.
CONCLUSION:
Based on the RFP ratings, Staff recommend awarding a PSA for fuel modification by goat
grazing to Fire Grazers, Inc. for a three-year term, in the total amount of $1,049,620 plus
a 10% ($331,335 for FY 2024-25; $349,652 for FY 2025-26; and $368,634 for FY 2026-
27), with the possibility of extending the agreement by one three-year extension.
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ADDITIONAL INFORMATION:
Staff are working closely with the Los Angeles County Agricultural Commissioner/Weight
& Measures and the Los Angeles County Fire Departments Forestry Division on a review
of the fuel modification program and plan on City-owned properties (Attachment B). Staff
will adjust the fuel modification program and plan according to their feedback and
recommendations. Should the adjustments require a contract amendment or additional
funding, Staff will present those recommendations to the City Council for consideration at
that time.
ALTERNATIVES:
In addition to Staff recommendation, the following alternative actions are available for the
City Council’s consideration:
1. Do not award PSA to Fire Grazers Inc., and direct Staff to re-solicit proposals;
2. Take other action, as deemed appropriate.
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PROFESSIONAL SERVICES AGREEMENT
By and Between
CITY OF RANCHO PALOS VERDES
and
FIRE GRAZERS INC.
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AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF RANCHO PALOS VERDES AND
FIRE GRAZERS INC.
THIS AGREEMENT FOR PROFESSIONAL SERVICES (“Agreement”) is made and
entered into on March 4, 2025, by and between the CITY OF RANCHO PALOS VERDES, a
California municipal corporation (“City”) and FIRE GRAZERS INC., a California corporation
(“Consultant”). City and Consultant may be referred to, individually or collectively, as “Party” or
“Parties.”
RECITALS
A. City has sought, by issuance of a Request for Proposals, the performance of the
services defined and described particularly in Article 1 of this Agreement.
B. Consultant, following submission of a proposal for the performance of the
services defined and described particularly in Article 1 of this Agreement, was selected by the
City to perform those services.
C. Pursuant to the City of Rancho Palos Verdes Municipal Code, City has authority
to enter into and execute this Agreement.
D. The Parties desire to formalize the selection of Consultant for performance of
those services defined and described particularly in Article 1 of this Agreement and desire that
the terms of that performance be as particularly defined and described herein.
OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants made by
the Parties and contained herein and other consideration, the value and adequacy of which are
hereby acknowledged, the parties agree as follows:
ARTICLE 1. SERVICES OF CONSULTANT
1.1 Scope of Services.
In compliance with all terms and conditions of this Agreement, the Consultant shall
provide those services specified in the “Scope of Services”, as stated in the Proposal, attached
hereto as Exhibit “A” and incorporated herein by this reference, which may be referred to herein
as the “services” or “work” hereunder. As a material inducement to the City entering into this
Agreement, Consultant represents and warrants that it has the qualifications, experience, and
facilities necessary to properly perform the services required under this Agreement in a thorough,
competent, and professional manner, and is experienced in performing the work and services
contemplated herein. Consultant shall at all times faithfully, competently and to the best of its
ability, experience and talent, perform all services described herein. Consultant covenants that it
shall follow the highest professional standards in performing the work and services required
hereunder and that all materials will be both of good quality as well as fit for the purpose
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intended. For purposes of this Agreement, the phrase “highest professional standards” shall mean
those standards of practice recognized by one or more first-class firms performing similar work
under similar circumstances.
1.2 Consultant’s Proposal.
The Scope of Service shall include the Consultant’s Proposal which shall be incorporated
herein by this reference as though fully set forth herein. In the event of any inconsistency
between the terms of such Proposal and this Agreement, the terms of this Agreement shall
govern.
1.3 Compliance with Law.
Consultant shall keep itself informed concerning, and shall render all services hereunder
in accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and
any Federal, State or local governmental entity having jurisdiction in effect at the time service is
rendered.
1.4 California Labor Law.
If the Scope of Services includes any “public work” or “maintenance work,” as those
terms are defined in California Labor Code section 1720 et seq. and California Code of
Regulations, Title 8, Section 16000 et seq., and if the total compensation is $1,000 or more,
Consultant shall pay prevailing wages for such work and comply with the requirements in
California Labor Code section 1770 et seq. and 1810 et seq., and all other applicable laws,
including the following requirements:
(a) Public Work. The Parties acknowledge that some or all of the work to be
performed under this Agreement is a “public work” as defined in Labor Code Section 1720 and
that this Agreement is therefore subject to the requirements of Division 2, Part 7, Chapter 1
(commencing with Section 1720) of the California Labor Code relating to public works contracts
and the rules and regulations established by the Department of Industrial Relations (“DIR”)
implementing such statutes. The work performed under this Agreement is subject to compliance
monitoring and enforcement by the DIR. Consultant shall post job site notices, as prescribed by
regulation.
(b) Prevailing Wages. Consultant shall pay prevailing wages to the extent
required by Labor Code Section 1771. Pursuant to Labor Code Section 1773.2, copies of the
prevailing rate of per diem wages are on file at City Hall and will be made available to any
interested party on request. By initiating any work under this Agreement, Consultant
acknowledges receipt of a copy of the DIR determination of the prevailing rate of per diem
wages, and Consultant shall post a copy of the same at each job site where work is performed
under this Agreement.
(c) Penalty for Failure to Pay Prevailing Wages. Consultant shall comply with
and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment
of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The
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Consultant shall, as a penalty to the City, forfeit $200 (two hundred dollars) for each calendar
day, or portion thereof, for each worker paid less than the prevailing rates as determined by the
DIR for the work or craft in which the worker is employed for any public work done pursuant to
this Agreement by Consultant or by any subcontractor.
(d) Payroll Records. Consultant shall comply with and be bound by the
provisions of Labor Code Section 1776, which requires Consultant and each subconsultant to:
keep accurate payroll records and verify such records in writing under penalty of perjury, as
specified in Section 1776; certify and make such payroll records available for inspection as
provided by Section 1776; and inform the City of the location of the records.
(e) Apprentices. Consultant shall comply with and be bound by the provisions
of Labor Code Sections 1777.5, 1777.6, and 1777.7 and California Code of Regulations Title 8,
Section 200 et seq. concerning the employment of apprentices on public works projects.
Consultant shall be responsible for compliance with these aforementioned Sections for all
apprenticeable occupations. Prior to commencing work under this Agreement, Consultant shall
provide City with a copy of the information submitted to any applicable apprenticeship program.
Within 60 (sixty) days after concluding work pursuant to this Agreement, Consultant and each of
its subconsultants shall submit to the City a verified statement of the journeyman and apprentice
hours performed under this Agreement.
(f) Eight-Hour Work Day. Consultant acknowledges that 8 (eight) hours labor
constitutes a legal day's work. Consultant shall comply with and be bound by Labor Code
Section 1810.
(g) Penalties for Excess Hours. Consultant shall comply with and be bound by
the provisions of Labor Code Section 1813 concerning penalties for workers who work excess
hours. The Consultant shall, as a penalty to the City, forfeit $25 (twenty five dollars for each
worker employed in the performance of this Agreement by the Consultant or by any
subcontractor for each calendar day during which such worker is required or permitted to work
more than 8 (eight) hours in any one calendar day and 40 (forty) hours in any one calendar week
in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code.
Pursuant to Labor Code section 1815, work performed by employees of Consultant in excess of 8
(eight) hours per day, and 40 (forty) hours during any one week shall be permitted upon public
work upon compensation for all hours worked in excess of 8 hours per day at not less than one
and 1½ (one and one half) times the basic rate of pay.
(h) Workers’ Compensation. California Labor Code Sections 1860 and 3700
provide that every employer will be required to secure the payment of compensation to its
employees if it has employees. In accordance with the provisions of California Labor Code
Section 1861, Consultant certifies as follows:
“I am aware of the provisions of Section 3700 of the Labor Code which require
every employer to be insured against liability for workers' compensation or to
undertake self-insurance in accordance with the provisions of that code, and I will
comply with such provisions before commencing the performance of the work of
this contract.”
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1.8 Further Responsibilities of Parties.
Both parties agree to use reasonable care and diligence to perform their respective
obligations under this Agreement. Both parties agree to act in good faith to execute all
instruments, prepare all documents and take all actions as may be reasonably necessary to carry
out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible
for the service of the other.
1.9 Additional Services.
City shall have the right at any time during the performance of the services, without
invalidating this Agreement, to order extra work beyond that specified in the Scope of Services
or make changes by altering, adding to or deducting from said work. No such extra work may be
undertaken unless a written Change Order is first given by the Contract Officer to the Consultant,
incorporating therein any adjustment in (i) the Contract Sum for the actual costs of the extra
work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the
written approval of the Consultant. Any increase in compensation of up to 15% (fifteen percent)
of the Contract Sum; or, in the time to perform of up to 90 (ninety) days, may be approved by the
Contract Officer through a written Change Order. Any greater increases, taken either separately
or cumulatively, must be approved by the City Council. It is expressly understood by Consultant
that the provisions of this Section shall not apply to services specifically set forth in the Scope of
Services. Consultant hereby acknowledges that it accepts the risk that the services to be provided
pursuant to the Scope of Services may be more costly or time consuming than Consultant
anticipates and that Consultant shall not be entitled to additional compensation therefor. City
may in its sole and absolute discretion have similar work done by other Consultants. No claims
for an increase in the Contract Sum or time for performance shall be valid unless the procedures
established in this Section are followed.
If in the performance of the contract scope, the Consultant becomes aware of material defects in
the scope, duration or span of the contract or the Consultant becomes aware of extenuating
circumstance that will or could prevent the completion of the contract, on time or on budget, the
Consultant shall inform the Contracting Officer of an anticipated Change Order. This proposed
change order will stipulate, the facts surrounding the issue, proposed solutions, proposed costs
and proposed schedule impacts.
1.10 Special Requirements.
Additional terms and conditions of this Agreement, if any, which are made a part hereof
are set forth in the “Special Requirements” attached hereto as Exhibit “B” and incorporated
herein by this reference. In the event of a conflict between the provisions of Exhibit “B” and any
other provisions of this Agreement, the provisions of Exhibit “B” shall govern.
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ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.
2.1 Contract Sum.
Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the
amounts specified in the “Schedule of Compensation” attached hereto as Exhibit “C” and
incorporated herein by this reference. The total compensation shall not exceed $1,049,620 (One
Million Forty-Nine Thousand Six Hundred Twenty Dollars) (the “Contract Sum”), unless
additional compensation is approved pursuant to Section 1.9.
2.2 Method of Compensation.
(a) The method of compensation may include: (i) a lump sum payment upon
completion; (ii) payment in accordance with specified tasks or the percentage of completion of
the services; (iii) payment for time and materials based upon the Consultant’s rates as specified
in the Schedule of Compensation, provided that (a) time estimates are provided for the
performance of sub tasks, and (b) the Contract Sum is not exceeded; or (iv) such other methods
as may be specified in the Schedule of Compensation.
(b) A retention of 10% shall be held from each payment as a contract retention to be
paid as part of the final payment upon satisfactory and timely completion of services. This
retention shall not apply for on-call agreements for continuous services or for agreements for
scheduled routine maintenance of City property or City facilities.
2.3 Reimbursable Expenses.
Compensation may include reimbursement for actual and necessary expenditures for
reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in
advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5,
and only if specified in the Schedule of Compensation. The Contract Sum shall include the
attendance of Consultant at all project meetings reasonably deemed necessary by the City.
Coordination of the performance of the work with City is a critical component of the services. If
Consultant is required to attend additional meetings to facilitate such coordination, Consultant
shall not be entitled to any additional compensation for attending said meetings.
2.4 Invoices.
Each month Consultant shall furnish to City an original invoice, using the City template,
or in a format acceptable to the City, for all work performed and expenses incurred during the
preceding month in a form approved by City’s Director of Finance. By submitting an invoice for
payment under this Agreement, Consultant is certifying compliance with all provisions of the
Agreement. The invoice shall detail charges for all necessary and actual expenses by the
following categories: labor (by sub-category), travel, materials, equipment, supplies, and sub-
contractor contracts. Sub-contractor charges shall also be detailed by such categories. Consultant
shall not invoice City for any duplicate services performed by more than one person.
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City shall independently review each invoice submitted by the Consultant to determine
whether the work performed and expenses incurred are in compliance with the provisions of this
Agreement. Except as to any charges for work performed or expenses incurred by Consultant
which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause
Consultant to be paid within 45 (forty-five) days of receipt of Consultant’s correct and
undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run
procedures, the City cannot guarantee that payment will occur within this time period. In the
event any charges or expenses are disputed by City, the original invoice shall be returned by City
to Consultant for correction and resubmission. Review and payment by City for any invoice
provided by the Consultant shall not constitute a waiver of any rights or remedies provided
herein or any applicable law.
2.5 Waiver.
Payment to Consultant for work performed pursuant to this Agreement shall not be
deemed to waive any defects in work performed by Consultant.
ARTICLE 3. PERFORMANCE SCHEDULE
3.1 Time of Essence.
Time is of the essence in the performance of this Agreement.
3.2 Schedule of Performance.
Consultant shall commence the services pursuant to this Agreement upon receipt of a
written notice to proceed and shall perform all services within the time period(s) established in
the “Schedule of Performance” attached hereto as Exhibit “D” and incorporated herein by this
reference. When requested by the Consultant, extensions to the time period(s) specified in the
Schedule of Performance may be approved in writing by the Contract Officer through a Change
Order, but not exceeding 60 (sixty) days cumulatively.
3.3 Force Majeure.
The time period(s) specified in the Schedule of Performance for performance of the
services rendered pursuant to this Agreement shall be extended because of any delays due to
unforeseeable causes beyond the control and without the fault or negligence of the Consultant,
including, but not restricted to, acts of God or of the public enemy, unusually severe weather,
fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes,
wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant
shall within 10 (ten) days of the commencement of such delay notify the Contract Officer in
writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of
delay, and extend the time for performing the services for the period of the enforced delay when
and if in the judgment of the Contract Officer such delay is justified. The Contract Officer’s
determination shall be final and conclusive upon the parties to this Agreement. In no event shall
Consultant be entitled to recover damages against the City for any delay in the performance of
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this Agreement, however caused, Consultant’s sole remedy being extension of the Agreement
pursuant to this Section.
3.4 Term.
Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement
shall continue in full force and effect until completion of the services but not exceeding
September 30, 2027, except as otherwise provided in the Schedule of Performance (Exhibit “D”).
The City may, in its sole discretion, extend the Term by an additional one three-year term(s).
ARTICLE 4. COORDINATION OF WORK
4.1 Representatives and Personnel of Consultant.
The following principals of Consultant (“Principals”) are hereby designated as being the
principals and representatives of Consultant authorized to act in its behalf with respect to the
work specified herein and make all decisions in connection therewith:
Michael Choi Chief Executive Officer
(Name) (Title)
Aaron Choi Treasurer
(Name) (Title)
It is expressly understood that the experience, knowledge, capability and reputation of the
foregoing principals were a substantial inducement for City to enter into this Agreement.
Therefore, the foregoing principals shall be responsible during the term of this Agreement for
directing all activities of Consultant and devoting sufficient time to personally supervise the
services hereunder. All personnel of Consultant, and any authorized agents, shall at all times be
under the exclusive direction and control of the Principals. For purposes of this Agreement, the
foregoing Principals may not be replaced nor may their responsibilities be substantially reduced
by Consultant without the express written approval of City. Additionally, Consultant shall utilize
only the personnel included in the Proposal to perform services pursuant to this Agreement.
Consultant shall make every reasonable effort to maintain the stability and continuity of
Consultant’s staff and subcontractors, if any, assigned to perform the services required under this
Agreement. Consultant shall notify City of any changes in Consultant’s staff and subcontractors,
if any, assigned to perform the services required under this Agreement, prior to and during any
such performance. City shall have the right to approve or reject any proposed replacement
personnel, which approval shall not be unreasonably withheld.
4.2 Status of Consultant.
Consultant shall have no authority to bind City in any manner, or to incur any obligation,
debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless
such authority is expressly conferred under this Agreement or is otherwise expressly conferred in
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writing by City. Consultant shall not at any time or in any manner represent that Consultant or
any of Consultant’s officers, employees, or agents are in any manner officials, officers,
employees or agents of City. Neither Consultant, nor any of Consultant’s officers, employees or
agents, shall obtain any rights to retirement, health care or any other benefits which may
otherwise accrue to City’s employees. Consultant expressly waives any claim Consultant may
have to any such rights.
4.3 Contract Officer.
The Contract Officer shall be Vanessa Hevener, Project Manager, or such person as may
be designated by the Director of Public Works. It shall be the Consultant’s responsibility to
assure that the Contract Officer is kept informed of the progress of the performance of the
services and the Consultant shall refer any decisions which must be made by City to the Contract
Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean
the approval of the Contract Officer. The Contract Officer shall have authority, if specified in
writing by the City Manager, to sign all documents on behalf of the City required hereunder to
carry out the terms of this Agreement.
4.4 Independent Consultant.
Neither the City nor any of its employees shall have any control over the manner, mode
or means by which Consultant, its agents or employees, perform the services required herein,
except as otherwise set forth herein. City shall have no voice in the selection, discharge,
supervision or control of Consultant’s employees, servants, representatives or agents, or in fixing
their number, compensation or hours of service. Consultant shall perform all services required
herein as an independent contractor of City and shall remain at all times as to City a wholly
independent contractor with only such obligations as are consistent with that role. Consultant
shall not at any time or in any manner represent that it or any of its agents or employees are
agents or employees of City. City shall not in any way or for any purpose become or be deemed
to be a partner of Consultant in its business or otherwise or a joint venturer or a member of any
joint enterprise with Consultant.
4.5 Prohibition Against Subcontracting or Assignment.
The experience, knowledge, capability and reputation of Consultant, its principals and
employees were a substantial inducement for the City to enter into this Agreement. Therefore,
Consultant shall not contract with any other entity to perform in whole or in part the services
required hereunder without the express written approval of the City; all subcontractors included
in the Proposal are deemed approved. In addition, neither this Agreement nor any interest herein
may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation
of law, whether for the benefit of creditors or otherwise, without the prior written approval of
City. Transfers restricted hereunder shall include the transfer to any person or group of persons
acting in concert of more 25% (twenty five percent) of the present ownership and/or control of
Consultant, taking all transfers into account on a cumulative basis. In the event of any such
unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No
approved transfer shall release the Consultant or any surety of Consultant of any liability
hereunder without the express consent of City.
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ARTICLE 5. INSURANCE AND INDEMNIFICATION
5.1 Insurance Coverages.
Without limiting Consultant’s indemnification of City, and prior to commencement of
any services under this Agreement, Consultant shall obtain, provide and maintain at its own
expense during the term of this Agreement, policies of insurance of the type and amounts
described below and in a form satisfactory to City.
(a) General liability insurance. Consultant shall maintain commercial general
liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01,
in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily
injury, personal injury, and property damage. The policy must include contractual liability that
has not been amended. Any endorsement restricting standard ISO “insured contract” language
will not be accepted.
(b) Automobile liability insurance. Consultant shall maintain automobile
insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury
and property damage for all activities of the Consultant arising out of or in connection with
Services to be performed under this Agreement, including coverage for any owned, hired, non-
owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each
accident.
(c) Professional liability (errors & omissions) insurance. Consultant shall
maintain professional liability insurance that covers the Services to be performed in connection
with this Agreement, in the minimum amount of $1,000,000 per claim and in the aggregate. Any
policy inception date, continuity date, or retroactive date must be before the effective date of this
Agreement and Consultant agrees to maintain continuous coverage through a period no less than
three (3) years after completion of the services required by this Agreement.
(d) Workers’ compensation insurance. Consultant shall maintain Workers’
Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at
least $1,000,000).
(e) Subcontractors. Consultant shall include all subcontractors as insureds
under its policies or shall furnish separate certificates and certified endorsements for each
subcontractor. All coverages for subcontractors shall include all of the requirements stated
herein.
(f) Additional Insurance. Policies of such other insurance, as may be required
in the Special Requirements in Exhibit “B”.
5.2 General Insurance Requirements.
(a) Proof of insurance. Consultant shall provide certificates of insurance to
City as evidence of the insurance coverage required herein, along with a waiver of subrogation
endorsement for workers’ compensation. Insurance certificates and endorsements must be
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approved by City’s Risk Manager prior to commencement of performance. Current certification
of insurance shall be kept on file with City at all times during the term of this Agreement. City
reserves the right to require complete, certified copies of all required insurance policies, at any
time.
(b) Duration of coverage. Consultant shall procure and maintain for the
duration of this Agreement insurance against claims for injuries to persons or damages to
property, which may arise from or in connection with the performance of the Services hereunder
by Consultant, its agents, representatives, employees or subconsultants.
(c) Primary/noncontributing. Coverage provided by Consultant shall be
primary and any insurance or self-insurance procured or maintained by City shall not be required
to contribute with it. The limits of insurance required herein may be satisfied by a combination
of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or
be endorsed to contain a provision that such coverage shall also apply on a primary and non-
contributory basis for the benefit of City before the City’s own insurance or self-insurance shall
be called upon to protect it as a named insured.
(d) City’s rights of enforcement. In the event any policy of insurance required
under this Agreement does not comply with these specifications or is canceled and not replaced,
City has the right but not the duty to obtain and continuously maintain the insurance it deems
necessary and any premium paid by City will be promptly reimbursed by Consultant or City will
withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City
may cancel this Agreement.
(e) Acceptable insurers. All insurance policies shall be issued by an insurance
company currently authorized by the Insurance Commissioner to transact business of insurance
or that is on the List of Approved Surplus Line Insurers in the State of California, with an
assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VI (or larger)
in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by
the City’s Risk Manager.
(f) Waiver of subrogation. All insurance coverage maintained or procured
pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or
appointed officers, agents, officials, employees and volunteers or shall specifically allow
Consultant or others providing insurance evidence in compliance with these specifications to
waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery
against City, and shall require similar written express waivers and insurance clauses from each of
its subconsultants.
(g) Enforcement of contract provisions (non-estoppel). Consultant
acknowledges and agrees that any actual or alleged failure on the part of the City to inform
Consultant of non-compliance with any requirement imposes no additional obligations on the
City nor does it waive any rights hereunder.
(h) Requirements not limiting. Requirements of specific coverage features or
limits contained in this section are not intended as a limitation on coverage, limits or other
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requirements, or a waiver of any coverage normally provided by any insurance. Specific
reference to a given coverage feature is for purposes of clarification only as it pertains to a given
issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other
coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums
shown above, the City requires and shall be entitled to coverage for the higher limits maintained
by the Consultant. Any available insurance proceeds in excess of the specified minimum limits
of insurance and coverage shall be available to the City.
(i) Notice of cancellation. Consultant agrees to oblige its insurance agent or
broker and insurers to provide to City with a 30 (thirty) day notice of cancellation (except for
nonpayment for which a 10 (ten) day notice is required) or nonrenewal of coverage for each
required coverage.
(j) Additional insured status. General liability policies shall provide or be
endorsed to provide that City and its officers, officials, employees, and agents, and volunteers
shall be additional insureds under such policies. This provision shall also apply to any
excess/umbrella liability policies.
(k) Prohibition of undisclosed coverage limitations. None of the coverages
required herein will be in compliance with these requirements if they include any limiting
endorsement of any kind that has not been first submitted to City and approved of in writing.
(l) Separation of insureds. A severability of interests provision must apply for
all additional insureds ensuring that Consultant’s insurance shall apply separately to each insured
against whom claim is made or suit is brought, except with respect to the insurer’s limits of
liability. The policy(ies) shall not contain any cross-liability exclusions.
(m) Pass through clause. Consultant agrees to ensure that its subconsultants,
subcontractors, and any other party involved with the project who is brought onto or involved in
the project by Consultant, provide the same minimum insurance coverage and endorsements
required of Consultant. Consultant agrees to monitor and review all such coverage and assumes
all responsibility for ensuring that such coverage is provided in conformity with the requirements
of this section. Consultant agrees that upon request, all agreements with consultants,
subcontractors, and others engaged in the project will be submitted to City for review.
(n) Agency’s right to revise specifications. The City reserves the right at any
time during the term of the contract to change the amounts and types of insurance required by
giving the Consultant 90 (ninety) days advance written notice of such change. If such change
results in substantial additional cost to the Consultant, the City and Consultant may renegotiate
Consultant’s compensation.
(o) Self-insured retentions. Any self-insured retentions must be declared to
and approved by City. City reserves the right to require that self-insured retentions be eliminated,
lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these
specifications unless approved by City.
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(p) Timely notice of claims. Consultant shall give City prompt and timely
notice of claims made or suits instituted that arise out of or result from Consultant’s performance
under this Agreement, and that involve or may involve coverage under any of the required
liability policies.
(q) Additional insurance. Consultant shall also procure and maintain, at its
own cost and expense, any additional kinds of insurance, which in its own judgment may be
necessary for its proper protection and prosecution of the work.
5.3 Indemnification.
To the full extent permitted by law, Consultant agrees to indemnify, defend and hold
harmless the City, its officers, employees and agents (“Indemnified Parties”) against, and will
hold and save them and each of them harmless from, any and all actions, either judicial,
administrative, arbitration or regulatory claims, damages to persons or property, losses, costs,
penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein “claims
or liabilities”) that may be asserted or claimed by any person, firm or entity arising out of or in
connection with the negligent performance of the work, operations or activities provided herein
of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or
entity for which Consultant is legally liable (“indemnitors”), or arising from Consultant’s or
indemnitors’ reckless or willful misconduct, or arising from Consultant’s or indemnitors’
negligent performance of or failure to perform any term, provision, covenant or condition of this
Agreement, and in connection therewith:
(a) Consultant will defend any action or actions filed in connection with any
of said claims or liabilities and will pay all costs and expenses, including legal costs and
attorneys’ fees incurred in connection therewith;
(b) Consultant will promptly pay any judgment rendered against the City, its
officers, agents or employees for any such claims or liabilities arising out of or in connection
with the negligent performance of or failure to perform such work, operations or activities of
Consultant hereunder; and Consultant agrees to save and hold the City, its officers, agents, and
employees harmless therefrom;
(c) In the event the City, its officers, agents or employees is made a party to
any action or proceeding filed or prosecuted against Consultant for such damages or other claims
arising out of or in connection with the negligent performance of or failure to perform the work,
operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers,
agents or employees, any and all costs and expenses incurred by the City, its officers, agents or
employees in such action or proceeding, including but not limited to, legal costs and attorneys’
fees.
Consultant shall incorporate similar indemnity agreements with its subcontractors and if
it fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and
failure of City to monitor compliance with these provisions shall not be a waiver hereof. This
indemnification includes claims or liabilities arising from any negligent or wrongful act, error or
omission, or reckless or willful misconduct of Consultant in the performance of professional
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services hereunder. The provisions of this Section do not apply to claims or liabilities occurring
as a result of City’s sole negligence or willful acts or omissions, but, to the fullest extent
permitted by law, shall apply to claims and liabilities resulting in part from City’s negligence,
except that design professionals’ indemnity hereunder shall be limited to claims and liabilities
arising out of the negligence, recklessness or willful misconduct of the design professional. The
indemnity obligation shall be binding on successors and assigns of Consultant and shall survive
termination of this Agreement.
ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION
6.1 Records.
Consultant shall keep, and require subcontractors to keep, such ledgers, books of
accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the
disbursements charged to City and services performed hereunder (the “books and records”), as
shall be necessary to perform the services required by this Agreement and enable the Contract
Officer to evaluate the performance of such services. Any and all such documents shall be
maintained in accordance with generally accepted accounting principles and shall be complete
and detailed. The Contract Officer shall have full and free access to such books and records at all
times during normal business hours of City, including the right to inspect, copy, audit and make
records and transcripts from such records. Such records shall be maintained for a period of three
(3) years following completion of the services hereunder, and the City shall have access to such
records in the event any audit is required. In the event of dissolution of Consultant’s business,
custody of the books and records may be given to City, and access shall be provided by
Consultant’s successor in interest. Notwithstanding the above, the Consultant shall fully
cooperate with the City in providing access to the books and records if a public records request is
made and disclosure is required by law including but not limited to the California Public Records
Act.
6.2 Reports.
Consultant shall periodically prepare and submit to the Contract Officer such reports
concerning the performance of the services required by this Agreement as the Contract Officer
shall require. Consultant hereby acknowledges that the City is greatly concerned about the cost
of work and services to be performed pursuant to this Agreement. For this reason, Consultant
agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that
may or will materially increase or decrease the cost of the work or services contemplated herein
or, if Consultant is providing design services, the cost of the project being designed, Consultant
shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the
estimated increased or decreased cost related thereto and, if Consultant is providing design
services, the estimated increased or decreased cost estimate for the project being designed.
6.3 Ownership of Documents.
All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes,
computer files, reports, records, documents and other materials (the “documents and materials”)
prepared by Consultant, its employees, subcontractors and agents in the performance of this
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Agreement shall be the property of City and shall be delivered to City upon request of the
Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim
for further employment or additional compensation as a result of the exercise by City of its full
rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any
use, reuse or assignment of such completed documents for other projects and/or use of
uncompleted documents without specific written authorization by the Consultant will be at the
City’s sole risk and without liability to Consultant, and Consultant’s guarantee and warranties
shall not extend to such use, reuse or assignment. Consultant may retain copies of such
documents for its own use. Consultant shall have the right to use the concepts embodied therein.
All subcontractors shall provide for assignment to City of any documents or materials prepared
by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify
City for all damages resulting therefrom. Moreover, Consultant with respect to any documents
and materials that may qualify as “works made for hire” as defined in 17 U.S.C. § 101, such
documents and materials are hereby deemed “works made for hire” for the City.
6.4 Confidentiality and Release of Information.
(a) All information gained or work product produced by Consultant in
performance of this Agreement shall be considered confidential, unless such information is in the
public domain or already known to Consultant. Consultant shall not release or disclose any such
information or work product to persons or entities other than City without prior written
authorization from the Contract Officer.
(b) Consultant, its officers, employees, agents or subcontractors, shall not,
without prior written authorization from the Contract Officer or unless requested by the City
Attorney, voluntarily provide documents, declarations, letters of support, testimony at
depositions, response to interrogatories or other information concerning the work performed
under this Agreement. Response to a subpoena or court order shall not be considered “voluntary”
provided Consultant gives City notice of such court order or subpoena.
(c) If Consultant, or any officer, employee, agent or subcontractor of
Consultant, provides any information or work product in violation of this Agreement, then City
shall have the right to reimbursement and indemnity from Consultant for any damages, costs and
fees, including attorney’s fees, caused by or incurred as a result of Consultant’s conduct.
(d) Consultant shall promptly notify City should Consultant, its officers,
employees, agents or subcontractors be served with any summons, complaint, subpoena, notice
of deposition, request for documents, interrogatories, request for admissions or other discovery
request, court order or subpoena from any party regarding this Agreement and the work
performed there under. City retains the right, but has no obligation, to represent Consultant or be
present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully
with City and to provide City with the opportunity to review any response to discovery requests
provided by Consultant. However, this right to review any such response does not imply or mean
the right by City to control, direct, or rewrite said response.
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ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION
7.1 California Law.
This Agreement shall be interpreted, construed and governed both as to validity and to
performance of the parties in accordance with the laws of the State of California. Legal actions
concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be
instituted in the Superior Court of the County of Los Angeles, State of California, or any other
appropriate court in such county, and Consultant covenants and agrees to submit to the personal
jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District
Court, venue shall lie exclusively in the Central District of California, in the County of Los
Angeles, State of California.
7.2 Disputes; Default.
In the event that Consultant is in default under the terms of this Agreement, the City shall
not have any obligation or duty to continue compensating Consultant for any work performed
after the date of default. Instead, the City may give notice to Consultant of the default and the
reasons for the default. The notice shall include the timeframe in which Consultant may cure the
default. This timeframe is 15 (fifteen) days, but may be extended, though not reduced, if
circumstances warrant. During the period of time that Consultant is in default, the City shall hold
all invoices and shall, when the default is cured, proceed with payment on the invoices. In the
alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding
invoices during the period of default. If Consultant does not cure the default, the City may take
necessary steps to terminate this Agreement under this Article. Any failure on the part of the City
to give notice of the Consultant’s default shall not be deemed to result in a waiver of the City’s
legal rights or any rights arising out of any provision of this Agreement.
7.3 Retention of Funds.
Consultant hereby authorizes City to deduct from any amount payable to Consultant
(whether or not arising out of this Agreement) (i) any amounts the payment of which may be in
dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or
damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by
reason of Consultant’s acts or omissions in performing or failing to perform Consultant’s
obligation under this Agreement. In the event that any claim is made by a third party, the amount
or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear
to be the basis for a claim of lien, City may withhold from any payment due, without liability for
interest because of such withholding, an amount sufficient to cover such claim. The failure of
City to exercise such right to deduct or to withhold shall not, however, affect the obligations of
the Consultant to insure, indemnify, and protect City as elsewhere provided herein.
7.4 Waiver.
Waiver by any party to this Agreement of any term, condition, or covenant of this
Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any
party of any breach of the provisions of this Agreement shall not constitute a waiver of any other
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provision or a waiver of any subsequent breach or violation of any provision of this Agreement.
Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of
the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by
a non-defaulting party on any default shall impair such right or remedy or be construed as a
waiver. Any waiver by either party of any default must be in writing and shall not be a waiver of
any other default concerning the same or any other provision of this Agreement.
7.5 Rights and Remedies are Cumulative.
Except with respect to rights and remedies expressly declared to be exclusive in this
Agreement, the rights and remedies of the parties are cumulative and the exercise by either party
of one or more of such rights or remedies shall not preclude the exercise by it, at the same or
different times, of any other rights or remedies for the same default or any other default by the
other party.
7.6 Legal Action.
In addition to any other rights or remedies, either party may take legal action, in law or in
equity, to cure, correct or remedy any default, to recover damages for any default, to compel
specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain
any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary
provision herein, Consultant shall file a statutory claim pursuant to Government Code Sections
905 et seq. and 910 et seq., in order to pursue a legal action under this Agreement.
7.7 Termination Prior to Expiration of Term.
This Section shall govern any termination of this Contract except as specifically provided
in the following Section for termination for cause. The City reserves the right to terminate this
Contract at any time, with or without cause, upon thirty (30) days’ written notice to Consultant,
except that where termination is due to the fault of the Consultant, the period of notice may be
such shorter time as may be determined by the Contract Officer. Upon receipt of any notice of
termination, Consultant shall immediately cease all services hereunder except such as may be
specifically approved by the Contract Officer. Consultant shall be entitled to compensation for
all services rendered prior to the effective date of the notice of termination and for any services
authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation
or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the
event of termination without cause pursuant to this Section, the City need not provide the
Consultant with the opportunity to cure pursuant to Section 7.2.
7.8 Termination for Default of Party.
If termination is due to the failure of the other Party to fulfill its obligations under this
Agreement:
(a) City may, after compliance with the provisions of Section 7.2, take over the work
and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable
to the extent that the total cost for completion of the services required hereunder exceeds the
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compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate
such damages), and City may withhold any payments to the Consultant for the purpose of set-off
or partial payment of the amounts owed the City as previously stated.
(b) Consultant may, after compliance with the provisions of Section 7.2, terminate the
Agreement upon written notice to the City‘s Contract Officer. Consultant shall be entitled to
payment for all work performed up to the date of termination.
7.9 Attorneys’ Fees.
If either party to this Agreement is required to initiate or defend or made a party to any
action or proceeding in any way connected with this Agreement, the prevailing party in such
action or proceeding, in addition to any other relief which may be granted, whether legal or
equitable, shall be entitled to reasonable attorney’s fees. Attorney’s fees shall include attorney’s
fees on any appeal, and in addition a party entitled to attorney’s fees shall be entitled to all other
reasonable costs for investigating such action, taking depositions and discovery and all other
necessary costs the court allows which are incurred in such litigation. All such fees shall be
deemed to have accrued on commencement of such action and shall be enforceable whether or
not such action is prosecuted to judgment.
ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
8.1 Non-liability of City Officers and Employees.
No officer or employee of the City shall be personally liable to the Consultant, or any
successor in interest, in the event of any default or breach by the City or for any amount which
may become due to the Consultant or to its successor, or for breach of any obligation of the
terms of this Agreement.
8.2 Conflict of Interest.
Consultant covenants that neither it, nor any officer or principal of its firm, has or shall
acquire any interest, directly or indirectly, which would conflict in any manner with the interests
of City or which would in any way hinder Consultant’s performance of services under this
Agreement. Consultant further covenants that in the performance of this Agreement, no person
having any such interest shall be employed by it as an officer, employee, agent or subcontractor
without the express written consent of the Contract Officer. Consultant agrees to at all times
avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City
in the performance of this Agreement.
No officer or employee of the City shall have any financial interest, direct or indirect, in
this Agreement nor shall any such officer or employee participate in any decision relating to the
Agreement which affects her/his financial interest or the financial interest of any corporation,
partnership or association in which (s)he is, directly or indirectly, interested, in violation of any
State statute or regulation. The Consultant warrants that it has not paid or given and will not pay
or give any third party any money or other consideration for obtaining this Agreement.
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8.3 Covenant Against Discrimination.
Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons
claiming under or through them, that there shall be no discrimination against or segregation of,
any person or group of persons on account of race, color, creed, religion, sex, gender, sexual
orientation, marital status, national origin, ancestry or other protected class in the performance of
this Agreement. Consultant shall take affirmative action to insure that applicants are employed
and that employees are treated during employment without regard to their race, color, creed,
religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other
protected class.
8.4 Unauthorized Aliens.
Consultant hereby promises and agrees to comply with all of the provisions of the Federal
Immigration and Nationality Act, 8 U.S.C. § 1101 et seq., as amended, and in connection
therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ
such unauthorized aliens for the performance of work and/or services covered by this
Agreement, and should any liability or sanctions be imposed against City for such use of
unauthorized aliens, Consultant hereby agrees to and shall reimburse City for the cost of all such
liabilities or sanctions imposed, together with any and all costs, including attorneys’ fees,
incurred by City.
ARTICLE 9. MISCELLANEOUS PROVISIONS
9.1 Notices.
Any notice, demand, request, document, consent, approval, or communication either
party desires or is required to give to the other party or any other person shall be in writing and
either served personally or sent by prepaid, first-class mail, in the case of the City, to the City
Manager and to the attention of the Contract Officer (with her/his name and City title), City of
Rancho Palos Verdes, 30940 Hawthorne Blvd., Rancho Palos Verdes, California 90275 and in
the case of the Consultant, to the person(s) at the address designated on the execution page of
this Agreement. Either party may change its address by notifying the other party of the change of
address in writing. Notice shall be deemed communicated at the time personally delivered or in
72 (seventy two) hours from the time of mailing if mailed as provided in this section.
9.2 Interpretation.
The terms of this Agreement shall be construed in accordance with the meaning of the
language used and shall not be construed for or against either party by reason of the authorship
of this Agreement or any other rule of construction which might otherwise apply.
9.3 Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed to be an
original, and such counterparts shall constitute one and the same instrument.
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9.7 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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01203.0006/897798.1
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On __________, 2023 before me, ________________, personally appeared ________________, proved to me on
the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is
true and correct.
WITNESS my hand and official seal.
Signature: _____________________________________
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
INDIVIDUAL
CORPORATE OFFICER
_______________________________
TITLE(S)
PARTNER(S) LIMITED
GENERAL
ATTORNEY-IN-FACT
TRUSTEE(S)
GUARDIAN/CONSERVATOR
OTHER_______________________________
______________________________________
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
_____________________________________________
_____________________________________________
___________________________________
TITLE OR TYPE OF DOCUMENT
___________________________________
NUMBER OF PAGES
___________________________________
DATE OF DOCUMENT
___________________________________
SIGNER(S) OTHER THAN NAMED ABOVE
A notary public or other officer completing this certificate verifies only the identity of the individual who signed
the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
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01203.0006/897798.1
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On __________, 2023 before me, ________________, personally appeared ________________, proved to me on
the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is
true and correct.
WITNESS my hand and official seal.
Signature: _____________________________________
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form.
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
INDIVIDUAL
CORPORATE OFFICER
_______________________________
TITLE(S)
PARTNER(S) LIMITED
GENERAL
ATTORNEY-IN-FACT
TRUSTEE(S)
GUARDIAN/CONSERVATOR
OTHER_______________________________
______________________________________
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
_____________________________________________
_____________________________________________
___________________________________
TITLE OR TYPE OF DOCUMENT
___________________________________
NUMBER OF PAGES
___________________________________
DATE OF DOCUMENT
___________________________________
SIGNER(S) OTHER THAN NAMED ABOVE
A notary public or other officer completing this certificate verifies only the identity of the individual who signed
the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
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01203.0006/897798.1 A-1
EXHIBIT “A”
SCOPE OF SERVICES
I. Consultant will provide the following services:
A. Consultant shall furnish all labor, training, materials, tools, equipment, low
voltage electric fencing, means of transportation, and support facilities necessary
for the onsite management of the goats necessary to provide Fuel Modification -
Goat Grazing Services at various locations throughout the City. Fuel
Modification shall follow the guidelines of the Los Angeles County Department
of Agricultural Commissioner/Weights and Measures and the Los Angeles
County Fire Department.
II. As part of the Services, Consultant will prepare and deliver the following tangible
work products to the City:
NOT APPLICABLE
III. Consultant will keep the City appraised of the status of performance by delivering
the following status reports:
A. Consultant shall provide an activity report to the Contract Officer for each
requested fire grazing site indicating the number of livestock used, the location on
which fire grazing was performed, start, time, finish time, number and names of
people working and the date.
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. Michael Choi
B. Aaron Choi
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01203.0006/897798.1 B-1
EXHIBIT “B”
SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
Added text indicated in bold italics, deleted text indicated in strikethrough.
[INTENTIONALLY LEFT BLANK]
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01203.0006/897798.1 C-1
EXHIBIT “C”
SCHEDULE OF COMPENSATION
I. Consultant shall perform the following tasks at the following rates:
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01203.0006/897798.1 C-2
Area Number Area Name Acreage Year 1 Graze Year 2 Graze Year 3 Graze
17 Point Vicente Interpretive Center 2.5 $4,015.05 $4,215.80 $4,426.59
by 17 Point Vicente Interpretive Center N/A $7,713.23 $8,098.89 $8,503.83
21 Alta Vicente Reserve (Citv Hall)13.5 $7,634.25 $8,015.96 $8,416.76
11 Three Sisters Reserve 5.1 $7,862.30 $8,255.42 $8,668.19
9 Tarragon 1.3 $3,627.00 $3,808.35 $3,998.77
10 Abalone Cove Shoreline Park 1.8 $4,147.65 $4,355.03 $4,572.78
70 Filiorum Reserve (Upper)4.2 $7,114.58 $7,470.30 $7,843.82
78 Portuguese Bend Reserve 5.2 $8,030.10 $8,431.61 $8,853.19
77 Peppertree Road 2.2 $4,182.75 $4,391.89 $4,611.48
81 Forrestal Nature Reserve 5.4 $9,401.93 $9,872.02 $10,365.62
20 Alta Vicente Reserve 4 $5,516.55 $5,792.38 $6,082.00
63 Vista Del Norte Reserve 0.4 $2,566.20 $2,694.51 $2,829.24
64 Vista Del Norte Reserve 1.2 $2,777.78 $2,916.66 $3,062.50
66 Vista Del Norte Reserve 2.6 $4,663.43 $4,896.60 $5,141.43
73 Filiorum Reserve (Upper)14.2 $25,871.63 $27,165.21 $28,523.47
28 Filiorum Reserve 7.1 $5,386.88 $5,656.22 $5,939.03
13 Filiorum Reserve (Del Cerro Park)2.6 $5,276.70 $5,540.54 $5,817.56
82 San Ramon Reserve 2.5 $4,965.68 $5,213.96 $5,474.66
86 San Ramon Reserve 2.2 $3,847.35 $4,039.72 $4,241.70
84 San Ramon Reserve 0.9 $3,082.95 $3,237.10 $3,398.95
91 Ocean Trails Reserve 7 $9,781.20 $10,270.26 $10,783.77
15 Aqua Armaga Canyon 7.2 $14,790.75 $15,530.29 $16,306.80
58 Grandview Park #1 1.4 $2,814.83 $2,955.57 $3,103.34
59 Grandview Park #2 8.1 $12,422.48 $13,043.60 $13,695.78
1 by the Three Sisters Reseve 1.7 $3,715.73 $3,901.51 $4,096.59
2 by the Filiorum Reserve 6.25 $13,876.20 $14,570.01 $15,298.51
61 Malaga Canyon Reserve 5.05 $11,740.95 $12,328.00 $12,944.40
60 Malaga Canyon Reserve 7.92 $18,253.95 $19,166.65 $20,124.98
12 Malaga Canyon Reserve 24.02 $51,254.78 $53,817.51 $56,508.39
TBD Glass Preserve 2.64 $3,954.00 $4,151.70 $4,359.29
TBD Lay Preserve 3.95 $5,806.50 $6,096.83 $6,401.67
TBD Upper Filiorum 6.5 $9,126.00 $9,582.30 $10,061.42
Annual cost excludes Glass, Lay
and Upper Filiorum
$266,334.80 $279,651.54 $293,634.12
Annual Sites TBD $25,000.00 $27,500.00 $30,000.00
Revisiting sites due to regrowth*$40,000.00 $42,500.00 $45,000.00
Not to exceed Costs $331,334.80 $349,651.54 $368,634.12
These price points will be valid for the next 3 years of contract. For additional areas to be determined at a
later point, a site visit and quote would be ideal, but as a general rule, a price of $1,3500.00 for flat or easy
terrain and $1,800.00 per acre for difficult or dangerous terrain and a $1,500.00 transportation cost for each
individual move via trailer would serve as a good estimate of costs. Three TBD sites namely, Glass Preserve,
Lay Preserve, and Upper Filiorum will be excluded from the base Annual cost as listed in the tables. This
may change in sequential years of operation if responsibility of the project should shift from The Palos Verdes
Peninsula Land Conservancy to The City of Rancho Palos Verdes. *Revisiting sites will be billed at a rate
75% of the original site cost.
Fire Grazers Cost
A-29
01203.0006/897798.1 C-3
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.
IV. The total compensation for the Services shall not exceed the Contract Sum as
provided in Section 2.1 of this Agreement.
A-30
01203.0006/897798.1 D-1
EXHIBIT “D
SCHEDULE OF PERFORMANCE
I. Consultant shall perform the Services at the following schedule:
Schedule of Grazing
Area
Number
Area Name Acreage 2025 2026 2027
59 Grandview Park #2 8.1 Mar 31 -
April 7
March-
April
March-
April
58 Grandview Park #1 1.4 April 8 - 9 March-
April
March-
April
21 Alta Vicente
Reserve (Citv Hall) 14 Mar 31-April
7
March-
April
March-
April
60 Malaga Canyon
Reserve 7.9 Mar 31 -
April 6
March-
April
March-
April
61 Malaga Canyon
Reserve 5.1 April 7 - 12 April April
20 Alta Vicente
Reserve 4 April 8 - 11 April April
12 Malaga Canyon
Reserve 24 April 13 - 23 April April
17 Point Vicente
Interpretive Center 2.5 April12-19 April April
by 17 Point Vicente
Interpretive Center N/A April 20 - 26 April April
1 by the Three Sisters
Reseve 1.7 April 24 - 26 April April
15 Aqua Armaga
Canyon 7.2 April 27 - 29 April April
63 Vista Del Norte
Reserve 0.4 April 26 - 28 April April
64 Vista Del Norte
Reserve 1.2 April 29 -
May 2
April -
May
April -
May
66 Vista Del Norte
Reserve 2.6 May 3 - 9 April -
May
April -
May
28 Filiorum Reserve 7.1 April 30 -
May 2
April -
May
April -
May
A-31
01203.0006/897798.1 D-2
73 Filiorum Reserve
(Upper) 14 April 27 -
May 9
April -
May
April -
May
13 Filiorum Reserve
(Del Cerro Park) 2.6 May 3 - 5 April -
May
April -
May
82 San Ramon
Reserve 2.5 May 14 - 18 May May
86 San Ramon
Reserve 2.2 May 22 - 24 May May
84 San Ramon
Reserve 0.9 May 19 - 21 May May
91 Ocean Trails
Reserve 7 May 18 - 27 May May
11 Three Sisters
Reserve 5.1 May 6 - 13 May May
81 Forrestal Nature
Reserve 5.4 May 10 - 13 May May
2 by the Filiorum
Reserve 6.3 May 10 - 12 May May
9 Tarragon 1.3 May 14 - 15 May May
10 Abalone Cove
Shoreline Park 1.8 May 16 - 17 May May
70 Filiorum Reserve
(Upper) 4.2 May 13 - 20 May May
78 Portuguese Bend
Reserve 5.2 May 21 - 26 May May
77 Peppertree Road 2.2 May 27 - 29 May May
TBD Glass Preserve 2.6 TBD
TBD Lay Preserve 4 TBD
TBD Upper Filiorum 6.5 TBD
II. Consultant shall deliver the following tangible work products to the City by the
following dates: N/A
III. The Contract Officer may approve extensions for performance of the services in
accordance with Section 3.2. Any further extensions require City Council approval.
A-32
B-1
B-2
Fire Grazers, Inc
4107 Triangle Road
Mariposa, CA, 95338
Fire Grazers, Inc. Proposal for Fuel Modification -Goat
GrazingRFP
Fire Grazers Inc. Submits this proposal for review of the City of Rancho
Palos Verdes for the Fuel Modification -Goat Grazing RFP. The company is
currently a C Corporation, with three officers and two employees. The
Company is in good standing to the knowledge of all officers.
To the knowledge of all officers of Fire Grazers, Inc. There are no conflicts
of interest with regards to this proposal for work with the City of Rancho
~rd~.
~ Choi, CEO of Fire Grazers, Inc.; Primary contact.
4107 Triangle Road
Mariposa, CA, 95338
vishnu@,goatsrock.com
310-465-9727
www.guatsroclk.ictJm.
~~
Aaron Choi Treasurer of Fire Grazers, Inc.
4107 Triangle Road
Mariposa, CA, 95338
424-237-4535
Joseph Ch i, retary of Fire Grazers, Inc.
3946 CA-140
Cathey's Valley, CA
424-237-4001
C-1
Secretary of State
Certificate of Status
I, SHIRLEY N. WEBER, PH.D., California Secretary of State, hereby certify:
The above referenced entity is active on the Secretary of State's records and is authorized to exercise all
its powers, rights and privileges in California.
This certificate relates to the status of the entity on the Secretary of State ’s records as of the date of this
certificate and does not reflect documents that are pending review or other events that may impact status.
No information is available from this office regarding the financial condition, status of licenses, if any,
business activities or practices of the entity.
Active
Entity Name:
Entity No.:
Registration Date:
Entity Type:
3234698
09/22/2009
Stock Corporation - CA - General
Status:
Formed In:CALIFORNIA
FIRE GRAZERS, INC.
IN WITNESS WHEREOF, I execute this certificate and affix
the Great Seal of the State of California this day of
November 27, 2024.
SHIRLEY N. WEBER, PH.D.
Secretary of State
Certificate No.:
To verify the issuance of this Certificate, use the Certificate No. above with the Secretary of State
Certification Verification Search available at biz fileOnline.sos.ca.gov.
270121619
C-2
2. Approach to Scope of Services
Fire Grazers Inc. shall provide all necessary animals, workers, equipment
and vehicles for the implementation of Fuel modification by grazing to
reduce the fire hazardous fuels in accordance with the requirements set forth
by theLos Angeles fire code. Each site listed will be scheduled in accordance
with location, geography, potential event planning, bird surveys as well as
weather/environmental factors that change on a yearly basis.
Michael Choi will be the project manager throughout these proceedings as
well as primary point of contact as well as emergency contact 24/7 for all
issues concerning this project. An average sized herd will be roughly 400
head and two or even three herds will be dispatched and managed by Fire
Grazers, Inc. intermittently throughout the entire time period. Since goat
herds have been growing each year, the rate of work and the amount that can
be done in the same amount of time has gone up drastically from past years
of operation.
Trailers with workers living on-site will be provided for the workers to have
ready access to the zones. Temporary low-voltage electric fencing will be set
up ahead of the arrival of the goats to contain and confine the grazing zones
to the areas where fuel modification is necessary. Electric fence signage will
be set up throughout all fence areas and especially at trail heads and where
the public will be likely to encounter the fencing.
Michael Choi will create a project schedule and be in contact with the City
of Rancho Palos Verdes about and nuances or changes in schedule as well as
to keep up to speed on bird surveys without which the work should not
proceed. At the end of each project Fire Grazers Inc. will furnish reports on
the various sites indicating start and end dates, photos, interactions with the
public, and any further work that must take place after the bird nesting
season is over.
Several years of experience in the City of Rancho Palos Verdes has made it
possible for Fire Grazers to optimize the process of working through these
familiar sites and reduce transportation, labor, and City worker costs as
much as possible. Previous knowledge of zones and nuances involved in
these areas will cut down on labor and cost of learning each zone. Water will
be obtained through the Water District via a construction meter which Fire
Grazers Inc. will obtain; the cost of which will be already factored into the
cost of the work.
C-3
3. Organization of Staff
Michael Choi, the CEO of Fire Grazers, Inc. will be the project manager
supervising this entire Fuel Modification project and the primary point of
contact with the City of Rancho Palos Verdes. Under him will be Aaron Choi
and Joseph Choi. These three officers will be working directly managing the
work. Each herd will have at least one caretaker or herdsman at any given
time of day. Regardless of who is working directly with the goats, fence, or
the public, ultimately, they report back to Michael Choi with any relevant
information pertaining to the work.
4. Staff Qualifications and Experience
Fire Grazers, Inc. has been in operation since 2009. At the time, Mark Choi
was owner and operator of the business. Michael, Aaron and Joseph all
began to work with the company at the same time while Michael and Aaron
were still in high school. This has been a family business and was built up
over the years with the work of these three brothers. Ownership was
transferred to Michael Choi in 2012 and has been managed primarily by him
since. Joseph and Aaron are also key officers of the company and continue
to work with the goats. There is more than a decade of dedicated day-in day-
out experience in this line of work. The officers of this company know how
to do this work intimately and have an intuitive knowledge of how these
operations run optimally, how to respond to emergencies accordingly, and
how to maintain good public relations throughout the whole process. The
company has worked all over the Palos Verdes peninsula every year for
about 14 years and has also worked all over the Los Angeles area, as well as
Ventura, Orange, and San Bernardino counties on several jobs with
municipalities as well as Homeowners Associations, Conservancies, and in
the private sector as well.
C-4
Michael Francis Choi
CEO, President, and Owner
Fire Grazers, Inc.
Experience
2009-Present
Fire Grazers, Inc.
Grew business from one herd servicing the Palos Verdes
Peninsula to one of the largest, most reliable, and most
successful grazing companies in the State of California.
Providing fuel modifcation services for a myriad of clients
spanning the State, including Counties, Cities, HOAs, NPS,
Land Conservancies, Public Utilties, and more.
In over a decade since Fire Grazers, Inc. began servicing
Rancho Palos Verdes, there has not been a single major
wildfire in the region.
Skills and Qualifications
• Top-notch managerial skills
• Responsive, reliable, adaptable, action-oriented team player
with strong verbal and written communication skills, superb
customer service, and a strong work ethic
• Excellent driving, problem-solving, mechanical, framing, and
landscaping skills
• Private Pilot's License -100+ Hours Flown
C-5
Aaron Gabriel Choi
Vice President, and Co-Owner
Fire Grazers, Inc.
Experience
2009-Present
Fire Grazers, Inc.
Grew business from one herd servicing the Palos Verdes
Peninsula to one of the largest, most reliable, and most
successful grazing companies in the State of California.
Providing fuel modifcation services for a myriad of clients
spanning the State, including Counties, Cities, HOAs, NPS,
Land Conservancies, Public Utilties, and more.
In over a decade since Fire Grazers, Inc . began servicing
Rancho Palos Verdes, there has not been a single major
wildfire in the region.
Skills and Qualifications
• Responsive, reliable, adaptable, action-oriented team player
with strong verbal and written communication skills, excellent
customer service, and a strong work ethic
• Top-notch skills in animal husbandry, driving, mechanical,
horticulture, arboriculture, permaculture, tracking, plumbing,
welding, archery, operating heavy machinery, landscaping,
woodworking, and general problem-solving
C-6
Joseph Victor Choi
Secretary and Co-Owner
Fire Grazers, Inc.
Experience
2009-Present
Fire Grazers, Inc.
Grew business from one herd servicing the Palos Verdes
Peninsula to one of the largest, most reliable, and most
successful grazing companies in the State of California.
Providing fuel modifcation services for a myriad of clients
spanning the State, including Counties, Cities, HOAs, NPS,
Land Conservancies, Public Utilties, and more.
In over a decade since Fire Grazers, Inc . began servicing
Rancho Palos Verdes, there has not been a single major
wildfire in the region.
Skills and Qualifications
• Responsive, reliable, adaptable, action-oriented team player
with strong verbal and written communication skills, excellent
customer service, and a strong work ethic
• Top-notch skills in driving, problem-solving, mechanical,
plumbing, woodworking, painting, landscaping, copy-editing
• Permaculture Design Course Certified
C-7
5. Reference Projects
Reference job 1
City of Glendale Fire Dept.
Patty Mundo, Fire Prevention Inspector, (818)937-7714,
pmundo@glendaleca.gov
Fire Grazers Inc. worked in several sites for the years 2022-2023. Goats
were utilized to reduce fire hazardous weeds surrounding homeowners in
Glendale. Efforts were coordinated with the Fire Department to make maps
and schedule goats to come in an clear the required sections. A small goat
event was held and the public was pleased to see and meet some young
goats. The Fire Chief attended and media was present as well.
Michael Choi was project manager and set up fencing and moved goats,
Aaron Choi was site manager and also set up fencing and equipment and
moved animals, Joseph transported water, goats, equipment and set up
fencing.
Reference job 2
San Bernardino Fire Dept.
Jeff Birchfield, Assistant Chief Division 1, (909)356-2531,
jbirchfield@sbcfire.org
Fire Grazers Inc. Worked on an entire stretch of land behind a subdivision in
Fontana.
Michael Choi was project manager and set up fencing and moved goats,
Aaron Choi was site manager and also set up fencing and equipment and
moved animals, Joseph transported water, goats, equipment and set up
fencing.
Reference Job 3
City of Hidden Hills
Aaron Williams, Administrative Analyst, (818)888-9281,
aaron@hiddenhillscity.org
Fire Grazers Inc. worked to provide an extensive fire break surrounding the
western border of the City of Hidden Hills which amounted to roughly 30
C-8
acres of land. This project has been done every year since 2021. Work was
done in areas where native spices needed to be protected and Fire Grazers
Inc. was in close contact with local rangers to make sure zones were
compliant with the requirements of the organization.
Michael Choi was project manager and set up fencing and moved goats,
Aaron Choi was site manager and also set up fencing and equipment and
moved animals, Joseph transported water, goats, equipment and set up
fencing.
Reference Job 4
Rio Hondo College
Jason Dwyer, Assistant Director of Facilities, (562)692-0921Ext.7610,
jdwyer@riohondo.edu
Goats were used on two sites at this location where many student and public
hikers had contact with the fence. There was also a goat even held with the
staff and students of this College. Roughly 15 acres were cleared in 2024.
Michael Choi was project manager and set up fencing and moved goats,
Aaron Choi was project manager and also set up fencing and equipment and
moved animals.
Reference Job 5
Palos Verdes Peninsula Land Conservancy
Cris Sarabia, Conservation Director, (310)547-7613Ext207,
csarabia@pvplc.org
For several years Fire Grazers Inc. has worked with the Land Conservancy
to not only mitigate fire dangers but prevent invasive plants from
encroaching on native vegetation. Effort have been made all over the Palos
Verdes Peninsula In 2024 alone, the San Ramone Reserve (14 acres),
Filiorum Reserve(34.5 acres), and Lunada Canyon(12 acres) were all
worked on.
Michael Choi was project manager and set up fencing and moved goats,
Aaron Choi was site manager and also set up fencing and equipment and
moved animals, Joseph transported water, goats, equipment and set up
fencing.
C-9
Reference Job 6
Palos Verdes Peninsula School District
Sergio Burciaga, Lead Grounds Manager, (310)967-9217,
buciagas@pvpusd.net
Fire Grazers Inc. cleared fire hazardous weeds around multiple schools in
the Palos Verdes Peninsula. Peninsula High (10 acres), Dapplegray
Elementary (13 acres), Rancho Vista Elementary (15acres), Palos Verdes
Intermediate School (17 acres).
Michael Choi was project manager and set up fencing and moved goats,
Aaron Choi was site manager and also set up fencing and equipment and
moved animals, Joseph transported water, goats, equipment and set up
fencing.
C-10
6. Schedule of Work
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C-11
7. Acceptance of Conditions & Suggestions
Fire Grazers Inc. and it’s officers accept the scope of work as is as well as
the overarching scope and responsibility, insurance, scheduling, and most
miscellaneous requirements with no major suggestions or changes.
C-12
Page 1 of 10
City of Rancho Palos Verdes
RFP- Fuel Modification - Goat Grazing Services
October 22, 2024
City of Rancho Palos Verdes
Request for Proposals
FUEL MODIFICATION - GOAT GRAZING
SERVICES
Public Works Department
Attention: Vanessa Hevener, Project Manager
30940 Hawthorne Blvd, Rancho Palos Verdes, CA 90275
Phone: (310) 544-5333 | Email: vhevener@rpvca.gov
RFP Release Date: October 22, 2024
Request for Clarification Deadline: November 8, 2024
RFP Submittal Deadline: December 6, 2024
D-1
Page 2 of 10
City of Rancho Palos Verdes
RFP- Fuel Modification - Goat Grazing Services
October 22, 2024
FUEL MODIFICATION - GOAT GRAZING SERVICES
The City of Rancho Palos Verdes is requesting proposals from qualified
vendors to provide Fuel Modification - Goat Grazing Services at various
locations throughout the City. Fuel Modification shall follow the
guidelines of the Los Angeles County Department of Agricultural
Commissioner/Weights and Measures and the Los Angeles County Fire
Department.
All correspondence and questions regarding this RFP should be submitted via
email or on PlanetBids.
Vanessa Hevener, Project Manager
Email: vhevener@rpvca.gov
To be considered for this project, submit an electronic copy of the proposal to the
email above or on PlanetBids by 4:30PM, on December 6, 2024.
D-2
Page 3 of 10
City of Rancho Palos Verdes
RFP- Fuel Modification - Goat Grazing Services
October 22, 2024
TABLE OF CONTENTS
I. Introduction Page 4
II. Project Objective Page 4
III. Project Description and Background Page 4
IV. Scope of Services Page 5
V. Preliminary Project Schedule Page 6
VI. Necessary Qualifications and Submittal
Requirements Page 7
VII. Submission of Proposal Page 8
VIII. Evaluation and Selection Process Page 9
IX. Attachments
Attachment A – SAMPLE Professional Services Agreement
Attachment B – Los Angeles County Fire Department “Ready-Set-Go”
Brochure
Attachment C – City Map, highlighting Fuel Modification Areas
Attachment D – Fuel Modification Information (Zones and Acreages)
D-3
Page 4 of 10
City of Rancho Palos Verdes
RFP- Fuel Modification - Goat Grazing Services
October 22, 2024
I. INTRODUCTION
The City of Rancho Palos Verdes (City) is a scenic, upscale, residential coastal
community, with a population of approximately 42,000, located on the Palos Verdes
Peninsula of southwestern Los Angeles County.
The City is a contract city, meaning that some services are provided by contract with
agencies (both public and private) and some services are delivered by the City’s own
employees.
City Government: Rancho Palos Verdes is a General Law City and has operated under
the Council-Manager form of government since its incorporation in 1973. Policy-making
and legislative authority are vested in the governing City Council, which consists of five
Council Members, including the Mayor and Mayor Pro-Tem. The City is fiscally sound and
functions on an annual budget cycle.
The project consists of furnishing all labor, training, materials, tools, equipment, low
voltage electric fencing, means of transportation, and support facilities necessary for the
onsite management of the goats necessary to provide Fuel Modification - Goat Grazing
Services at various locations throughout the City as shown in Attachment C. Fuel
Modification shall follow the guidelines of the Los Angeles County Department of
Agricultural Commissioner/Weights and Measures and the Los Angeles County Fire
Department. The term of contract shall be for a period of three (3) years from March 1,
2025 to September 30, 2027, with the option of a three-year extension based on mutual
consent.
The purpose of this document is to provide proposers with the information needed to
submit a proposal for review by the City and, if selected, enter into a Professional Service
Agreement with the City. Enclosed is a blank Professional Services Agreement form for
proposers’ review.
II. PROJECT OBJECTIVE
The City is requesting proposals from qualified vendors to provide Fuel Modification -
Goat Grazing Services at various locations throughout the City for the City of Rancho
Palos Verdes from March 1, 2025 to September 30, 2027 with the option of a three-year
extension based on mutual consent.
III. PROJECT DESCRIPTION AND BACKGROUND
The City of Rancho Palos Verdes (City) is designated as a Very High Fire Hazard Severity
Zone (VHFHSZ) by the California Department of Forestry and Fire Protection (CalFire),
which requires the City to implement fire mitigation efforts to reduce the amount of fuel
D-4
Page 5 of 10
City of Rancho Palos Verdes
RFP- Fuel Modification - Goat Grazing Services
October 22, 2024
loads in City properties, primarily in the Palos Verdes Nature Preserve (Preserve), to help
protect property, lives, and wildlife habitats from wildfires.
The Los Angeles County Fire Code requires Fuel Modification, or the clearance of
hazardous vegetation around structures to create valuable “defensible space” in
VHFHSZ. The Los Angeles County Fire Department and Los Angeles County
Department of Agricultural Commissioner/Weights and Measures, Weed Hazard and
Pest Abatement Bureau (LACDAC) jointly enforce these requirements. Within the city
limits of Rancho Palos Verdes, fuel modification is required within 200-feet around
structures. The City is responsible for fuel modification in areas that are within the
boundaries of City-owned property, including the Preserve. This equates to
approximately 150 acres of Fuel Modification areas that require annual goat grazing
services.
The County of Los Angeles requires that Fuel Modification start after April 1st of each
calendar year and be completed by June 1st annually. As the City is home to federally
and state protected bird species (the California Cactus Wren and the California
Gnatcatcher), and this period coincides with the nesting seasons of those species (April
1st – August 31st, annually), as well as other birds, bird surveys are required to verify that
there is no nesting activity in those areas prior to Fuel Modification. The City contracts
with the Palos Verdes Peninsula Land Conservancy (PVPLC) for bird surveys and will
coordinate with PVPLC for the scheduling of the surveys within two weeks of the Fuel
Modification to be performed. In the event nesting activity is observed by PVPLC, Fuel
Modification for at least 300 feet around the identified nesting site must be rescheduled
after September 1st of that year to avoid work and related noise within 300 feet of the
nest site.
The Fuel Modification areas are annually maintained by a combination of goat grazing
services and hand-operated machinery crews (landscaping vendors).
The City has contracted for goat grazing services for the past several years and the City
is now seeking proposals from qualified vendors for those services.
IV. SCOPE OF SERVICES
The City is accepting proposals from qualified vendors for furnishing all labor, training,
materials, tools, equipment, low voltage electric fencing, means of transportation, and
support facilities necessary for the onsite management of the goats to provide Fuel
Modification - Goat Grazing Services at various locations throughout the City as shown
in Attachment C.
D-5
Page 6 of 10
City of Rancho Palos Verdes
RFP- Fuel Modification - Goat Grazing Services
October 22, 2024
Fuel Modification shall follow the guidelines of the Los Angeles County Department of
Agricultural Commissioner/Weights and Measures and the Los Angeles County Fire
Department.
Consultant shall complete other tasks deemed necessary for the accomplishment of a
complete and comprehensive outcome as described in the project objective. Consultant
shall expand on the above-noted tasks, where appropriate, and provide suggestions
which might lead to efficiencies and enhance the results or usefulness of the work.
Deliverables
As part of the Services, Consultant will prepare and deliver the following tangible work
products to the City.
1. A detailed schedule for each Calendar Year, inclusive of:
a. Anticipated dates for each Fuel Modification Area that has been assigned
to the Contractor
i. Dates must include the anticipated start and completion dates
b. Anticipated dates for work that must be postponed until after the conclusion
of bird nesting season
2. A report for each Fuel Modification Area
a. Reports must be submitted within 2 weeks of work performed for that Fuel
Modification area
b. Each report must document:
i. a copy of the bird survey received by the Contractor for that area
ii. the work performed (including photographs of finished areas)
iii. any interactions with the public
iv. if any work needs to be scheduled for after bird nesting season
V. PRELIMINARY PROJECT SCHEDULE
A. RFP Schedule
The following is the anticipated schedule for the RFP process:
Request for Proposal available October 22, 2024
Request for Clarification due November 8, 2024
Proposals due December 6, 2024
Anticipated Notice of Award January 21, 2025
B. Anticipated Project Schedule
Submittal of Fuel Modification Schedule for 2025 February/March 2025
D-6
Page 7 of 10
City of Rancho Palos Verdes
RFP- Fuel Modification - Goat Grazing Services
October 22, 2024
Begin Annual Fuel Modification for 2025 April 1, 2025
Completion of Annual Fuel Modification for 2025 June 1, 2025
Resume 2025 Fuel Modification required to be postponed September 1, 2025
Please note that this schedule is preliminary. It is included to provide the Consultant with
a sense of the expected timeline for the Scope of Service and emphasize the urgent
nature of the work and the City’s expectation that the Scope of Services will be completed
as quickly as possible. The ideal Consultant candidate will have available resources and
personnel, either in-house or under subcontract, to ensure the completion of the Scope
of Services at the earliest possible time.
VI. NECESSARY QUALIFICATIONS AND SUBMITTAL REQUIREMENTS
1. Only one proposal per firm will be considered.
2. The submittal should be typed and as brief as possible while adequately describing
the qualifications of the firm. The final submittal shall be sent as a PDF via email
to Vanessa Hevener, Project Manager, at vhevener@rpvca.gov or on PlanetBids.
3. The proposing firm shall submit the following information with the package,
including the same information for subcontractors, in the following format:
a) Cover Letter: Provide the name, address, and phone number of the firm; the
present staff (size, classification, credentials); the primary contact’s name,
phone number, and email address; any qualifying statements or comments
regarding the proposal; and identification of any sub-consultants and their
responsibilities. Identify the firm’s type of organization (individual, partnership,
corporation), including names and contact information for all officers, and proof
that the organization is currently in good standing. The signed letter should also
include a paragraph stating that the firm is unaware of any conflict of interest in
performing the proposed work. (No more than two pages)
b) Approach to Scope of Services: Re-state the Scope of Services with any
additions, expansions, clarifications, or modifications that the firm proposes in
order to provide the services and produce the deliverables contained in this
RFP. Describe how completing the Scope of Services will be approached and
any cost-saving or value-adding strategies or innovations the firm will bring to
the project. (No more than two pages)
c) Organization and Staffing: Identify the person who will be the Project Manager
and primary contact person responsible for the overall delivery of the project.
Provide an organizational chart of the project team that clearly delineates
communication and reporting relationships among the project staff and among
D-7
Page 8 of 10
City of Rancho Palos Verdes
RFP- Fuel Modification - Goat Grazing Services
October 22, 2024
the sub-consultants involved in the project. Indicate that the Project Manager
and key staff will remain assigned to this project through completion of the
Scope of Services. (No more than two pages)
d) Staff Qualifications and Experience: Describe qualifications of the assigned
staff and sub-contractors including relevant experience. Staff assigned to
complete the Scope of Services must have previous experience in providing
the necessary services as described under the Scope of Services.
Description of Consultant’s experience should include:
• Prior Experience: Demonstrate that the firm has significant experience
providing services similar to those described under the Scope of Services.
(No more than two page)
• Staff Qualifications: Provide resumes for the Project Manager and any other
key staff members to be assigned to contribute to the Scope of Services,
with an emphasis on similar services which they provided to other agencies.
(No more than ten pages)
• Reference Projects: Include at least three projects with similar scope of
services performed by the project team within the past three years and
indicate the specific responsibilities of each team member on the reference
project. Provide contact information for each client. (No more than ten
pages)
e) Project Schedule: Provide a detailed schedule for completion of the tasks and
sub-tasks required to accomplish the scope of work. Note all deliverables and
interim milestones on the schedule. (No more than one 11” x 17” page)
f) Acceptance of Conditions: State the offering firm’s acceptance of all conditions
listed in the Request for Proposal (RFP) document and Sample Professional
Services Agreement (Attachment A). Any exceptions or suggested changes to
the RFP or Professional Services Agreement (PSA), including the suggested
change, the reasons therefore and the impact it may have on cost or other
considerations on the firm’s behalf must be stated in the proposal. Unless
specifically noted by the firm, the City will rely on the proposal being in
compliance with all aspects of the RFP and in agreement with all provisions of
the PSA. (No more than one page)
VII. Submission of Proposal
A. Requests for Clarification
D-8
Page 9 of 10
City of Rancho Palos Verdes
RFP- Fuel Modification - Goat Grazing Services
October 22, 2024
Requests for clarification of the information contained herein shall be submitted in
writing prior to 4:30 pm on November 8, 2024 via email to vhevener@rpvca.gov
or on PlanetBids. Responses to any clarification question will be provided by
email or on PlanetBids.
B. Confirmation Email
Upon submission of proposal to the City, the proposing firm shall request an email
confirmation that the proposal was received and retain the email as a record. If an
email confirmation is not received, the proposing firm shall correspond with the
City until a confirmation is received. Any proposal submitted after the scheduled
closing will not be considered.
VIII. EVALUATIONS AND SELECTION PROCESS
1. Proposals Will be Evaluated Based on the Following Criteria:
a) Approach to Scope of Services (25%)
• Understanding of the Scope of Services as demonstrated by the
thoroughness of the proposal, introduction of cost-saving or value-adding
strategies or innovations (including those applying to overall project
schedule), and an overall approach most likely to result in the desired
outcome for the City.
b) Proposal Schedule (20%)
• Ability to complete the work in the shortest schedule possible
c) Staff Qualifications and Experience (40%)
• Relevance of experience of the proposing firm (to provide support resources
to the project team)
• Relevance of experience and strength of qualifications of the Project
Manager
• Relevance of referenced projects and client review of performance during
those projects
d) Organization and Staffing (15%)
• Availability of key staff to perform the services throughout the duration of
the project
• Appropriate communication and reporting relationships to meet the City’s
needs
2. Selection Process
An evaluation panel will review all proposals submitted and select the top
proposals. The panel will select the proposal, if any, which best fulfills the City’s
requirements. The City will then further refine the scope and schedule with that
firm and request a fee proposal. The City will negotiate the fee with that firm. The
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City of Rancho Palos Verdes
RFP- Fuel Modification - Goat Grazing Services
October 22, 2024
City reserves the right to negotiate special requirements and proposed service
levels using the selected proposal as a basis. If the City is unable to negotiate an
agreeable fee for services with top firm, the City will negotiate with the next firm
chosen among the top vendors.
3. Award Notification
The City will notify all proposers in writing of the outcome of the selection process
and intent to award. This RFP does not commit the City to award an agreement,
nor pay any costs incurred in the preparation and submission of the proposal in
anticipation of an agreement. The City reserves the right to reject any or all
proposals, or any part thereof, to waive any formalities or informalities, and to
award the agreement to the proposer deemed to be in the best interest of the City
and the Department.
4. Award of Agreement
The selected firm shall be required to enter into a written agreement (see sample
City agreement in Attachment A with the City, in a form approved by the City
Attorney, to perform the Scope of Services. This RFP and the proposal, or any part
thereof, may be incorporated into and made a part of the final agreement; however,
the City reserves the right to further negotiate the terms and conditions of the
agreement with the selected consultant. The agreement will, in any event, include
a maximum "fixed cost" to the City.
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01203.0001/835260.1 1
PROFESSIONAL SERVICES AGREEMENT
By and Between
CITY OF RANCHO PALOS VERDES
and
_____________________________
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AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF RANCHO PALOS VERDES AND
________________________________
THIS AGREEMENT FOR PROFESSIONAL SERVICES (“Agreement”) is made and
entered into on _________________, 2024 by and between the CITY OF RANCHO PALOS
VERDES, a California municipal corporation (“City”) and ___________________, a [type of
company] (“Consultant”). City and Consultant may be referred to, individually or collectively, as
“Party” or “Parties.”
RECITALS
A. City has sought, by issuance of a Request for Proposals, the performance of the
services defined and described particularly in Article 1 of this Agreement.
B. Consultant, following submission of a proposal for the performance of the
services defined and described particularly in Article 1 of this Agreement, was selected by the
City to perform those services.
C. Pursuant to the City of Rancho Palos Verdes Municipal Code, City has authority
to enter into and execute this Agreement.
D. The Parties desire to formalize the selection of Consultant for performance of
those services defined and described particularly in Article 1 of this Agreement and desire that
the terms of that performance be as particularly defined and described herein.
OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants made by
the Parties and contained herein and other consideration, the value and adequacy of which are
hereby acknowledged, the parties agree as follows:
ARTICLE 1. SERVICES OF CONSULTANT
1.1 Scope of Services.
In compliance with all terms and conditions of this Agreement, the Consultant shall
provide those services specified in the “Scope of Services”, as stated in the Proposal, attached
hereto as Exhibit “A” and incorporated herein by this reference, which may be referred to herein
as the “services” or “work” hereunder. As a material inducement to the City entering into this
Agreement, Consultant represents and warrants that it has the qualifications, experience, and
facilities necessary to properly perform the services required under this Agreement in a thorough,
competent, and professional manner, and is experienced in performing the work and services
contemplated herein. Consultant shall at all times faithfully, competently and to the best of its
ability, experience and talent, perform all services described herein. Consultant covenants that it
shall follow the highest professional standards in performing the work and services required
hereunder and that all materials will be both of good quality as well as fit for the purpose
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intended. For purposes of this Agreement, the phrase “highest professional standards” shall mean
those standards of practice recognized by one or more first-class firms performing similar work
under similar circumstances.
1.2 Consultant’s Proposal.
The Scope of Service shall include the Consultant’s Proposal which shall be incorporated
herein by this reference as though fully set forth herein. In the event of any inconsistency
between the terms of such Proposal and this Agreement, the terms of this Agreement shall
govern.
1.3 Compliance with Law.
Consultant shall keep itself informed concerning, and shall render all services hereunder
in accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and
any Federal, State or local governmental entity having jurisdiction in effect at the time service is
rendered.
1.4 California Labor Law.
If the Scope of Services includes any “public work” or “maintenance work,” as those
terms are defined in California Labor Code section 1720 et seq. and California Code of
Regulations, Title 8, Section 16000 et seq., and if the total compensation is $1,000 or more,
Consultant shall pay prevailing wages for such work and comply with the requirements in
California Labor Code section 1770 et seq. and 1810 et seq., and all other applicable laws,
including the following requirements:
(a) Public Work. The Parties acknowledge that some or all of the work to be
performed under this Agreement is a “public work” as defined in Labor Code Section 1720 and
that this Agreement is therefore subject to the requirements of Division 2, Part 7, Chapter 1
(commencing with Section 1720) of the California Labor Code relating to public works contracts
and the rules and regulations established by the Department of Industrial Relations (“DIR”)
implementing such statutes. The work performed under this Agreement is subject to compliance
monitoring and enforcement by the DIR. Consultant shall post job site notices, as prescribed by
regulation.
(b) Prevailing Wages. Consultant shall pay prevailing wages to the extent
required by Labor Code Section 1771. Pursuant to Labor Code Section 1773.2, copies of the
prevailing rate of per diem wages are on file at City Hall and will be made available to any
interested party on request. By initiating any work under this Agreement, Consultant
acknowledges receipt of a copy of the DIR determination of the prevailing rate of per diem
wages, and Consultant shall post a copy of the same at each job site where work is performed
under this Agreement.
(c) Penalty for Failure to Pay Prevailing Wages. Consultant shall comply with
and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment
of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The
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Consultant shall, as a penalty to the City, forfeit $200 (two hundred dollars) for each calendar
day, or portion thereof, for each worker paid less than the prevailing rates as determined by the
DIR for the work or craft in which the worker is employed for any public work done pursuant to
this Agreement by Consultant or by any subcontractor.
(d) Payroll Records. Consultant shall comply with and be bound by the
provisions of Labor Code Section 1776, which requires Consultant and each subcontractor 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 subcontractors shall submit to the City a verified statement of the journeyman and apprentice
hours performed under this Agreement.
(f) Eight-Hour Work Day. Consultant acknowledges that 8 (eight) hours labor
constitutes a legal day's work. Consultant shall comply with and be bound by Labor Code
Section 1810.
(g) Penalties for Excess Hours. Consultant shall comply with and be bound by
the provisions of Labor Code Section 1813 concerning penalties for workers who work excess
hours. The Consultant shall, as a penalty to the City, forfeit $25 (twenty five dollars for each
worker employed in the performance of this Agreement by the Consultant or by any
subcontractor for each calendar day during which such worker is required or permitted to work
more than 8 (eight) hours in any one calendar day and 40 (forty) hours in any one calendar week
in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code.
Pursuant to Labor Code section 1815, work performed by employees of Consultant in excess of 8
(eight) hours per day, and 40 (forty) hours during any one week shall be permitted upon public
work upon compensation for all hours worked in excess of 8 hours per day at not less than one
and 1½ (one and one half) times the basic rate of pay.
(h) Workers’ Compensation. California Labor Code Sections 1860 and 3700
provide that every employer will be required to secure the payment of compensation to its
employees if it has employees. In accordance with the provisions of California Labor Code
Section 1861, Consultant certifies as follows:
“I am aware of the provisions of Section 3700 of the Labor Code which require
every employer to be insured against liability for workers' compensation or to
undertake self-insurance in accordance with the provisions of that code, and I will
comply with such provisions before commencing the performance of the work of
this contract.”
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Consultant’s Authorized Initials ________
(i) Consultant’s Responsibility for Subcontractors. For every subcontractor
who will perform work under this Agreement, Consultant shall be responsible for such
subcontractor's compliance with Division 2, Part 7, Chapter 1 (commencing with Section 1720)
of the California Labor Code, and shall make such compliance a requirement in any contract
with any subcontractor for work under this Agreement. Consultant shall be required to take all
actions necessary to enforce such contractual provisions and ensure subcontractor's compliance,
including without limitation, conducting a review of the certified payroll records of the
subcontractor on a periodic basis or upon becoming aware of the failure of the subcontractor to
pay his or her workers the specified prevailing rate of wages. Consultant shall diligently take
corrective action to halt or rectify any such failure by any subcontractor.
1.5 Licenses, Permits, Fees and Assessments.
Consultant shall obtain at its sole cost and expense such licenses, permits and approvals
as may be required by law for the performance of the services required by this Agreement.
Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus
applicable penalties and interest, which may be imposed by law and arise from or are necessary
for the Consultant’s performance of the services required by this Agreement, and shall
indemnify, defend and hold harmless City, its officers, employees or agents of City, against any
such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City
hereunder.
1.6 Familiarity with Work.
By executing this Agreement, Consultant warrants that Consultant (i) has thoroughly
investigated and considered the scope of services to be performed, (ii) has carefully considered
how the services should be performed, and (iii) fully understands the facilities, difficulties and
restrictions attending performance of the services under this Agreement. If the services involve
work upon any site, Consultant warrants that Consultant has or will investigate the site and is or
will be fully acquainted with the conditions there existing, prior to commencement of services
hereunder. Should the Consultant discover any latent or unknown conditions, which will
materially affect the performance of the services hereunder, Consultant shall immediately inform
the City of such fact and shall not proceed except at Consultant’s risk until written instructions
are received from the Contract Officer in the form of a Change Order.
1.7 Care of Work.
The Consultant shall adopt reasonable methods during the life of the Agreement to
furnish continuous protection to the work, and the equipment, materials, papers, documents,
plans, studies and/or other components thereof to prevent losses or damages, and shall be
responsible for all such damages, to persons or property, until acceptance of the work by City,
except such losses or damages as may be caused by City’s own negligence.
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1.8 Further Responsibilities of Parties.
Both parties agree to use reasonable care and diligence to perform their respective
obligations under this Agreement. Both parties agree to act in good faith to execute all
instruments, prepare all documents and take all actions as may be reasonably necessary to carry
out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible
for the service of the other.
1.9 Additional Services
City shall have the right at any time during the performance of the services, without
invalidating this Agreement, to order extra work beyond that specified in the Scope of Services
or make changes by altering, adding to or deducting from said work. No such extra work may be
undertaken unless a written Change Order is first given by the Contract Officer to the Consultant,
incorporating therein any adjustment in (i) the Contract Sum for the actual costs of the extra
work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the
written approval of the Consultant.
Any increase in compensation of up to 15% (fifteen percent) of the Contract Sum; or, in
the time to perform of up to 90 (ninety) days, may be approved by the Contract Officer through a
written Change Order. Any greater increases, taken either separately or cumulatively, must be
approved by the City Council. It is expressly understood by Consultant that the provisions of this
Section shall not apply to services specifically set forth in the Scope of Services. Consultant
hereby acknowledges that it accepts the risk that the services to be provided pursuant to the
Scope of Services may be more costly or time consuming than Consultant anticipates and that
Consultant shall not be entitled to additional compensation therefor. City may in its sole and
absolute discretion have similar work done by other Consultants. No claims for an increase in the
Contract Sum or time for performance shall be valid unless the procedures established in this
Section are followed.
If in the performance of the Services, the Consultant becomes aware of material defects
in the Scope of Work, duration, or span of the Services, or the Consultant becomes aware of
extenuating circumstance that will or could prevent the completion of the Services, on time or on
budget, the Consultant 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.
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ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.
2.1 Contract Sum.
Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the
amounts specified in the “Schedule of Compensation” attached hereto as Exhibit “C” and
incorporated herein by this reference. The total compensation, including reimbursement for
actual expenses, shall not exceed $______ (_________________ 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-
Consultant contracts. Sub-Consultant charges shall also be detailed by such categories.
Consultant shall not invoice City for any duplicate services performed by more than one person.
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City shall independently review each invoice submitted by the Consultant to determine
whether the work performed and expenses incurred are in compliance with the provisions of this
Agreement. Except as to any charges for work performed or expenses incurred by Consultant
which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause
Consultant to be paid within 45 (forty-five) days of receipt of Consultant’s correct and
undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run
procedures, the City cannot guarantee that payment will occur within this time period. In the
event any charges or expenses are disputed by City, the original invoice shall be returned by City
to Consultant for correction and resubmission. Review and payment by City for any invoice
provided by the Consultant shall not constitute a waiver of any rights or remedies provided
herein or any applicable law.
2.5 Waiver.
Payment to Consultant for work performed pursuant to this Agreement shall not be
deemed to waive any defects in work performed by Consultant.
ARTICLE 3. PERFORMANCE SCHEDULE
3.1 Time of Essence.
Time is of the essence in the performance of this Agreement.
3.2 Schedule of Performance.
Consultant shall commence the services pursuant to this Agreement upon receipt of a
written notice to proceed and shall perform all services within the time period(s) established in
the “Schedule of Performance” attached hereto as Exhibit “D” and incorporated herein by this
reference. When requested by the Consultant, extensions to the time period(s) specified in the
Schedule of Performance may be approved in writing by the Contract Officer through a Change
Order, but not exceeding 60 (sixty) days cumulatively.
3.3 Force Majeure.
The time period(s) specified in the Schedule of Performance for performance of the
services rendered pursuant to this Agreement shall be extended because of any delays due to
unforeseeable causes beyond the control and without the fault or negligence of the Consultant,
including, but not restricted to, acts of God or of the public enemy, unusually severe weather,
fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes,
wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant
shall within 10 (ten) days of the commencement of such delay notify the Contract Officer in
writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of
delay, and extend the time for performing the services for the period of the enforced delay when
and if in the judgment of the Contract Officer such delay is justified. The Contract Officer’s
determination shall be final and conclusive upon the parties to this Agreement. In no event shall
Consultant be entitled to recover damages against the City for any delay in the performance of
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this Agreement, however caused, Consultant’s sole remedy being extension of the Agreement
pursuant to this Section.
3.4 Term.
Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement
shall continue in full force and effect until completion of the services but not exceeding (1) year
from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit
“D”).
ARTICLE 4. COORDINATION OF WORK
4.1 Representatives and Personnel of Consultant.
The following principals of Consultant (“Principals”) are hereby designated as being the
principals and representatives of Consultant authorized to act in its behalf with respect to the
work specified herein and make all decisions in connection therewith:
(Name) (Title)
(Name) (Title)
It is expressly understood that the experience, knowledge, capability and reputation of the
foregoing principals were a substantial inducement for City to enter into this Agreement.
Therefore, the foregoing principals shall be responsible during the term of this Agreement for
directing all activities of Consultant and devoting sufficient time to personally supervise the
services hereunder. All personnel of Consultant, and any authorized agents, shall at all times be
under the exclusive direction and control of the Principals. For purposes of this Agreement, the
foregoing Principals may not be replaced nor may their responsibilities be substantially reduced
by Consultant without the express written approval of City. Additionally, Consultant shall utilize
only the personnel included in the Proposal to perform services pursuant to this Agreement.
Consultant shall make every reasonable effort to maintain the stability and continuity of
Consultant’s staff and subcontractors, if any, assigned to perform the services required under this
Agreement. Consultant shall notify City of any changes in Consultant’s staff and subcontractors,
if any, assigned to perform the services required under this Agreement, prior to and during any
such performance. City shall have the right to approve or reject any proposed replacement
personnel, which approval shall not be unreasonably withheld.
4.2 Status of Consultant.
Consultant shall have no authority to bind City in any manner, or to incur any obligation,
debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless
such authority is expressly conferred under this Agreement or is otherwise expressly conferred in
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writing by City. Consultant shall not at any time or in any manner represent that Consultant or
any of Consultant’s officers, employees, or agents are in any manner officials, officers,
employees or agents of City. Neither Consultant, nor any of Consultant’s officers, employees or
agents, shall obtain any rights to retirement, health care or any other benefits which may
otherwise accrue to City’s employees. Consultant expressly waives any claim Consultant may
have to any such rights.
4.3 Contract Officer.
The Contract Officer shall be [NAME], [TITLE], or such person as may be designated by
the [DEPT HEAD/CITY MANAGER]. It shall be the Consultant’s responsibility to assure that
the Contract Officer is kept informed of the progress of the performance of the services and the
Consultant shall refer any decisions which must be made by City to the Contract Officer. Unless
otherwise specified herein, any approval of City required hereunder shall mean the approval of
the Contract Officer. The Contract Officer shall have authority, if specified in writing by the City
Manager, to sign all documents on behalf of the City required hereunder to carry out the terms of
this Agreement.
4.4 Independent Consultant.
Neither the City nor any of its employees shall have any control over the manner, mode
or means by which Consultant, its agents or employees, perform the services required herein,
except as otherwise set forth herein. City shall have no voice in the selection, discharge,
supervision or control of Consultant’s employees, servants, representatives or agents, or in fixing
their number, compensation or hours of service. Consultant shall perform all services required
herein as an independent Consultant of City and shall remain at all times as to City a wholly
independent Consultant with only such obligations as are consistent with that role. Consultant
shall not at any time or in any manner represent that it or any of its agents or employees are
agents or employees of City. City shall not in any way or for any purpose become or be deemed
to be a partner of Consultant in its business or otherwise or a joint venturer or a member of any
joint enterprise with Consultant.
4.5 Prohibition Against Subcontracting or Assignment.
The experience, knowledge, capability and reputation of Consultant, its principals and
employees were a substantial inducement for the City to enter into this Agreement. Therefore,
Consultant shall not contract with any other entity to perform in whole or in part the services
required hereunder without the express written approval of the City; all subcontractors included
in the Proposal are deemed approved. In addition, neither this Agreement nor any interest herein
may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation
of law, whether for the benefit of creditors or otherwise, without the prior written approval of
City. Transfers restricted hereunder shall include the transfer to any person or group of persons
acting in concert of more 25% (twenty five percent) of the present ownership and/or control of
Consultant, taking all transfers into account on a cumulative basis. In the event of any such
unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No
approved transfer shall release the Consultant or any surety of Consultant of any liability
hereunder without the express consent of City.
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ARTICLE 5. INSURANCE AND INDEMNIFICATION
5.1 Insurance Coverages.
Without limiting Consultant’s indemnification of City, and prior to commencement of
any services under this Agreement, Consultant shall obtain, provide and maintain at its own
expense during the term of this Agreement, policies of insurance of the type and amounts
described below and in a form satisfactory to City.
(a) General liability insurance. Consultant shall maintain commercial general
liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01,
in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily
injury, personal injury, and property damage. The policy must include contractual liability that
has not been amended. Any endorsement restricting standard ISO “insured contract” language
will not be accepted.
(b) Automobile liability insurance. Consultant shall maintain automobile
insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury
and property damage for all activities of the Consultant arising out of or in connection with
Services to be performed under this Agreement, including coverage for any owned, hired, non-
owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each
accident.
(c) Professional liability (errors & omissions) insurance. Consultant shall
maintain professional liability insurance that covers the Services to be performed in connection
with this Agreement, in the minimum amount of $1,000,000 per claim and in the aggregate. Any
policy inception date, continuity date, or retroactive date must be before the effective date of this
Agreement and Consultant agrees to maintain continuous coverage through a period no less than
three (3) years after completion of the services required by this Agreement.
(d) Workers’ compensation insurance. Consultant shall maintain Workers’
Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at
least $1,000,000).
(e) Subcontractors. Consultant shall include all subcontractors as insureds
under its policies or shall furnish separate certificates and certified endorsements for each
subcontractor. All coverages for subcontractors shall include all of the requirements stated
herein.
(f) Additional Insurance. Policies of such other insurance, as may be required
in the Special Requirements in Exhibit “B”.
5.2 General Insurance Requirements.
(a) Proof of insurance. Consultant shall provide certificates of insurance to
City as evidence of the insurance coverage required herein, along with a waiver of subrogation
endorsement for workers’ compensation. Insurance certificates and endorsements must be
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approved by City’s Risk Manager prior to commencement of performance. Current certification
of insurance shall be kept on file with City at all times during the term of this Agreement. City
reserves the right to require complete, certified copies of all required insurance policies, at any
time.
(b) Duration of coverage. Consultant shall procure and maintain for the
duration of this Agreement insurance against claims for injuries to persons or damages to
property, which may arise from or in connection with the performance of the Services hereunder
by Consultant, its agents, representatives, employees or subcontractors.
(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 subcontractors.
(g) Enforcement of contract provisions (non-estoppel). Consultant
acknowledges and agrees that any actual or alleged failure on the part of the City to inform
Consultant of non-compliance with any requirement imposes no additional obligations on the
City nor does it waive any rights hereunder.
(h) Requirements not limiting. Requirements of specific coverage features or
limits contained in this section are not intended as a limitation on coverage, limits or other
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requirements, or a waiver of any coverage normally provided by any insurance. Specific
reference to a given coverage feature is for purposes of clarification only as it pertains to a given
issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other
coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums
shown above, the City requires and shall be entitled to coverage for the higher limits maintained
by the Consultant. Any available insurance proceeds in excess of the specified minimum limits
of insurance and coverage shall be available to the City.
(i) Notice of cancellation. Consultant agrees to oblige its insurance agent or
broker and insurers to provide to City with a 30 (thirty) day notice of cancellation (except for
nonpayment for which a 10 (ten) day notice is required) or nonrenewal of coverage for each
required coverage.
(j) Additional insured status. General liability policies shall provide or be
endorsed to provide that City and its officers, officials, employees, and agents, and volunteers
shall be additional insureds under such policies. This provision shall also apply to any
excess/umbrella liability policies.
(k) Prohibition of undisclosed coverage limitations. None of the coverages
required herein will be in compliance with these requirements if they include any limiting
endorsement of any kind that has not been first submitted to City and approved of in writing.
(l) Separation of insureds. A severability of interests provision must apply for
all additional insureds ensuring that Consultant’s insurance shall apply separately to each insured
against whom claim is made or suit is brought, except with respect to the insurer’s limits of
liability. The policy(ies) shall not contain any cross-liability exclusions.
(m) Pass through clause. Consultant agrees to ensure that its subcontractors,
subcontractors, and any other party involved with the project who is brought onto or involved in
the project by Consultant, provide the same minimum insurance coverage and endorsements
required of Consultant. Consultant agrees to monitor and review all such coverage and assumes
all responsibility for ensuring that such coverage is provided in conformity with the requirements
of this section. Consultant agrees that upon request, all agreements with Consultants,
subcontractors, and others engaged in the project will be submitted to City for review.
(n) Agency’s right to revise specifications. The City reserves the right at any
time during the term of the contract to change the amounts and types of insurance required by
giving the Consultant 90 (ninety) days advance written notice of such change. If such change
results in substantial additional cost to the Consultant, the City and Consultant may renegotiate
Consultant’s compensation.
(o) Self-insured retentions. Any self-insured retentions must be declared to
and approved by City. City reserves the right to require that self-insured retentions be eliminated,
lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these
specifications unless approved by City.
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(p) Timely notice of claims. Consultant shall give City prompt and timely
notice of claims made or suits instituted that arise out of or result from Consultant’s performance
under this Agreement, and that involve or may involve coverage under any of the required
liability policies.
(q) Additional insurance. Consultant shall also procure and maintain, at its
own cost and expense, any additional kinds of insurance, which in its own judgment may be
necessary for its proper protection and prosecution of the work.
5.3 Indemnification.
To the full extent permitted by law, Consultant agrees to indemnify, defend and hold
harmless the City, its officers, employees and agents (“Indemnified Parties”) against, and will
hold and save them and each of them harmless from, any and all actions, either judicial,
administrative, arbitration or regulatory claims, damages to persons or property, losses, costs,
penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein “claims
or liabilities”) that may be asserted or claimed by any person, firm or entity arising out of or in
connection with the negligent performance of the work, operations or activities provided herein
of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or
entity for which Consultant is legally liable (“indemnitors”), or arising from Consultant’s or
indemnitors’ reckless or willful misconduct, or arising from Consultant’s or indemnitors’
negligent performance of or failure to perform any term, provision, covenant or condition of this
Agreement, and in connection therewith:
(a) Consultant will defend any action or actions filed in connection with any
of said claims or liabilities and will pay all costs and expenses, including legal costs and
attorneys’ fees incurred in connection therewith;
(b) Consultant will promptly pay any judgment rendered against the City, its
officers, agents or employees for any such claims or liabilities arising out of or in connection
with the negligent performance of or failure to perform such work, operations or activities of
Consultant hereunder; and Consultant agrees to save and hold the City, its officers, agents, and
employees harmless therefrom;
(c) In the event the City, its officers, agents or employees is made a party to
any action or proceeding filed or prosecuted against Consultant for such damages or other claims
arising out of or in connection with the negligent performance of or failure to perform the work,
operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers,
agents or employees, any and all costs and expenses incurred by the City, its officers, agents or
employees in such action or proceeding, including but not limited to, legal costs and attorneys’
fees.
Consultant shall incorporate similar indemnity agreements with its subcontractors and if
it fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and
failure of City to monitor compliance with these provisions shall not be a waiver hereof. This
indemnification includes claims or liabilities arising from any negligent or wrongful act, error or
omission, or reckless or willful misconduct of Consultant in the performance of professional
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services hereunder. The provisions of this Section do not apply to claims or liabilities occurring
as a result of City’s sole negligence or willful acts or omissions, but, to the fullest extent
permitted by law, shall apply to claims and liabilities resulting in part from City’s negligence,
except that design professionals’ indemnity hereunder shall be limited to claims and liabilities
arising out of the negligence, recklessness or willful misconduct of the design professional. The
indemnity obligation shall be binding on successors and assigns of Consultant and shall survive
termination of this Agreement.
ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION
6.1 Records.
Consultant shall keep, and require subcontractors to keep, such ledgers, books of
accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the
disbursements charged to City and services performed hereunder (the “books and records”), as
shall be necessary to perform the services required by this Agreement and enable the Contract
Officer to evaluate the performance of such services. Any and all such documents shall be
maintained in accordance with generally accepted accounting principles and shall be complete
and detailed. The Contract Officer shall have full and free access to such books and records at all
times during normal business hours of City, including the right to inspect, copy, audit and make
records and transcripts from such records. Such records shall be maintained for a period of three
(3) years following completion of the services hereunder, and the City shall have access to such
records in the event any audit is required. In the event of dissolution of Consultant’s business,
custody of the books and records may be given to City, and access shall be provided by
Consultant’s successor in interest. Notwithstanding the above, the Consultant shall fully
cooperate with the City in providing access to the books and records if a public records request is
made and disclosure is required by law including but not limited to the California Public Records
Act.
6.2 Reports.
Consultant shall periodically prepare and submit to the Contract Officer such reports
concerning the performance of the services required by this Agreement as the Contract Officer
shall require. Consultant hereby acknowledges that the City is greatly concerned about the cost
of work and services to be performed pursuant to this Agreement. For this reason, Consultant
agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that
may or will materially increase or decrease the cost of the work or services contemplated herein
or, if Consultant is providing design services, the cost of the project being designed, Consultant
shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the
estimated increased or decreased cost related thereto and, if Consultant is providing design
services, the estimated increased or decreased cost estimate for the project being designed.
6.3 Ownership of Documents.
All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes,
computer files, reports, records, documents and other materials (the “documents and materials”)
prepared by Consultant, its employees, subcontractors and agents in the performance of this
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Agreement shall be the property of City and shall be delivered to City upon request of the
Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim
for further employment or additional compensation as a result of the exercise by City of its full
rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any
use, reuse or assignment of such completed documents for other projects and/or use of
uncompleted documents without specific written authorization by the Consultant will be at the
City’s sole risk and without liability to Consultant, and Consultant’s guarantee and warranties
shall not extend to such use, reuse or assignment. Consultant may retain copies of such
documents for its own use. Consultant shall have the right to use the concepts embodied therein.
All subcontractors shall provide for assignment to City of any documents or materials prepared
by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify
City for all damages resulting therefrom. Moreover, Consultant with respect to any documents
and materials that may qualify as “works made for hire” as defined in 17 U.S.C. § 101, such
documents and materials are hereby deemed “works made for hire” for the City.
6.4 Confidentiality and Release of Information.
(a) All information gained or work product produced by Consultant in
performance of this Agreement shall be considered confidential, unless such information is in the
public domain or already known to Consultant. Consultant shall not release or disclose any such
information or work product to persons or entities other than City without prior written
authorization from the Contract Officer.
(b) Consultant, its officers, employees, agents or subcontractors, shall not,
without prior written authorization from the Contract Officer or unless requested by the City
Attorney, voluntarily provide documents, declarations, letters of support, testimony at
depositions, response to interrogatories or other information concerning the work performed
under this Agreement. Response to a subpoena or court order shall not be considered “voluntary”
provided Consultant gives City notice of such court order or subpoena.
(c) If Consultant, or any officer, employee, agent or subcontractor of
Consultant, provides any information or work product in violation of this Agreement, then City
shall have the right to reimbursement and indemnity from Consultant for any damages, costs and
fees, including attorney’s fees, caused by or incurred as a result of Consultant’s conduct.
(d) Consultant shall promptly notify City should Consultant, its officers,
employees, agents or subcontractors be served with any summons, complaint, subpoena, notice
of deposition, request for documents, interrogatories, request for admissions or other discovery
request, court order or subpoena from any party regarding this Agreement and the work
performed there under. City retains the right, but has no obligation, to represent Consultant or be
present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully
with City and to provide City with the opportunity to review any response to discovery requests
provided by Consultant. However, this right to review any such response does not imply or mean
the right by City to control, direct, or rewrite said response.
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ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION
7.1 California Law.
This Agreement shall be interpreted, construed and governed both as to validity and to
performance of the parties in accordance with the laws of the State of California. Legal actions
concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be
instituted in the Superior Court of the County of Los Angeles, State of California, or any other
appropriate court in such county, and Consultant covenants and agrees to submit to the personal
jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District
Court, venue shall lie exclusively in the Central District of California, in the County of Los
Angeles, State of California.
7.2 Disputes; Default.
In the event that Consultant is in default under the terms of this Agreement, the City shall
not have any obligation or duty to continue compensating Consultant for any work performed
after the date of default. Instead, the City may give notice to Consultant of the default and the
reasons for the default. The notice shall include the timeframe in which Consultant may cure the
default. This timeframe is 15 (fifteen) days, but may be extended, though not reduced, if
circumstances warrant. During the period of time that Consultant is in default, the City shall hold
all invoices and shall, when the default is cured, proceed with payment on the invoices. In the
alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding
invoices during the period of default. If Consultant does not cure the default, the City may take
necessary steps to terminate this Agreement under this Article. Any failure on the part of the City
to give notice of the Consultant’s default shall not be deemed to result in a waiver of the City’s
legal rights or any rights arising out of any provision of this Agreement.
7.3 Retention of Funds.
Consultant hereby authorizes City to deduct from any amount payable to Consultant
(whether or not arising out of this Agreement) (i) any amounts the payment of which may be in
dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or
damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by
reason of Consultant’s acts or omissions in performing or failing to perform Consultant’s
obligation under this Agreement. In the event that any claim is made by a third party, the amount
or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear
to be the basis for a claim of lien, City may withhold from any payment due, without liability for
interest because of such withholding, an amount sufficient to cover such claim. The failure of
City to exercise such right to deduct or to withhold shall not, however, affect the obligations of
the Consultant to insure, indemnify, and protect City as elsewhere provided herein.
7.4 Waiver.
Waiver by any party to this Agreement of any term, condition, or covenant of this
Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any
party of any breach of the provisions of this Agreement shall not constitute a waiver of any other
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provision or a waiver of any subsequent breach or violation of any provision of this Agreement.
Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of
the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by
a non-defaulting party on any default shall impair such right or remedy or be construed as a
waiver. Any waiver by either party of any default must be in writing and shall not be a waiver of
any other default concerning the same or any other provision of this Agreement.
7.5 Rights and Remedies are Cumulative.
Except with respect to rights and remedies expressly declared to be exclusive in this
Agreement, the rights and remedies of the parties are cumulative and the exercise by either party
of one or more of such rights or remedies shall not preclude the exercise by it, at the same or
different times, of any other rights or remedies for the same default or any other default by the
other party.
7.6 Legal Action.
In addition to any other rights or remedies, either party may take legal action, in law or in
equity, to cure, correct or remedy any default, to recover damages for any default, to compel
specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain
any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary
provision herein, Consultant shall file a statutory claim pursuant to Government Code Sections
905 et seq. and 910 et seq., in order to pursue a legal action under this Agreement.
7.7 Termination Prior to Expiration of Term.
This Section shall govern any termination of this Contract except as specifically provided
in the following Section for termination for cause. The City reserves the right to terminate this
Contract at any time, with or without cause, upon thirty (30) days’ written notice to Consultant,
except that where termination is due to the fault of the Consultant, the period of notice may be
such shorter time as may be determined by the Contract Officer. Upon receipt of any notice of
termination, Consultant shall immediately cease all services hereunder except such as may be
specifically approved by the Contract Officer. Consultant shall be entitled to compensation for
all services rendered prior to the effective date of the notice of termination and for any services
authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation
or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the
event of termination without cause pursuant to this Section, the City need not provide the
Consultant with the opportunity to cure pursuant to Section 7.2.
7.8 Termination for Default of Party.
If termination is due to the failure of the other Party to fulfill its obligations under this
Agreement:
(a) City may, after compliance with the provisions of Section 7.2, take over the work
and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable
to the extent that the total cost for completion of the services required hereunder exceeds the
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compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate
such damages), and City may withhold any payments to the Consultant for the purpose of set-off
or partial payment of the amounts owed the City as previously stated.
(b) Consultant may, after compliance with the provisions of Section 7.2, terminate the
Agreement upon written notice to the City‘s Contract Officer. Consultant shall be entitled to
payment for all work performed up to the date of termination.
7.9 Attorneys’ Fees.
If either party to this Agreement is required to initiate or defend or made a party to any
action or proceeding in any way connected with this Agreement, the prevailing party in such
action or proceeding, in addition to any other relief which may be granted, whether legal or
equitable, shall be entitled to reasonable attorney’s fees. Attorney’s fees shall include attorney’s
fees on any appeal, and in addition a party entitled to attorney’s fees shall be entitled to all other
reasonable costs for investigating such action, taking depositions and discovery and all other
necessary costs the court allows which are incurred in such litigation. All such fees shall be
deemed to have accrued on commencement of such action and shall be enforceable whether or
not such action is prosecuted to judgment.
ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
8.1 Non-liability of City Officers and Employees.
No officer or employee of the City shall be personally liable to the Consultant, or any
successor in interest, in the event of any default or breach by the City or for any amount which
may become due to the Consultant or to its successor, or for breach of any obligation of the
terms of this Agreement.
8.2 Conflict of Interest.
Consultant covenants that neither it, nor any officer or principal of its firm, has or shall
acquire any interest, directly or indirectly, which would conflict in any manner with the interests
of City or which would in any way hinder Consultant’s performance of services under this
Agreement. Consultant further covenants that in the performance of this Agreement, no person
having any such interest shall be employed by it as an officer, employee, agent or subcontractor
without the express written consent of the Contract Officer. Consultant agrees to at all times
avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City
in the performance of this Agreement.
No officer or employee of the City shall have any financial interest, direct or indirect, in
this Agreement nor shall any such officer or employee participate in any decision relating to the
Agreement which affects her/his financial interest or the financial interest of any corporation,
partnership or association in which (s)he is, directly or indirectly, interested, in violation of any
State statute or regulation. The Consultant warrants that it has not paid or given and will not pay
or give any third party any money or other consideration for obtaining this Agreement.
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8.3 Covenant Against Discrimination.
Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons
claiming under or through them, that there shall be no discrimination against or segregation of,
any person or group of persons on account of race, color, creed, religion, sex, gender, sexual
orientation, marital status, national origin, ancestry or other protected class in the performance of
this Agreement. Consultant shall take affirmative action to insure that applicants are employed
and that employees are treated during employment without regard to their race, color, creed,
religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other
protected class.
8.4 Unauthorized Aliens.
Consultant hereby promises and agrees to comply with all of the provisions of the Federal
Immigration and Nationality Act, 8 U.S.C. § 1101 et seq., as amended, and in connection
therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ
such unauthorized aliens for the performance of work and/or services covered by this
Agreement, and should any liability or sanctions be imposed against City for such use of
unauthorized aliens, Consultant hereby agrees to and shall reimburse City for the cost of all such
liabilities or sanctions imposed, together with any and all costs, including attorneys’ fees,
incurred by City.
ARTICLE 9. MISCELLANEOUS PROVISIONS
9.1 Notices.
Any notice, demand, request, document, consent, approval, or communication either
party desires or is required to give to the other party or any other person shall be in writing and
either served personally or sent by prepaid, first-class mail, in the case of the City, to the City
Manager and to the attention of the Contract Officer (with her/his name and City title), City of
Rancho Palos Verdes, 30940 Hawthorne Blvd., Rancho Palos Verdes, California 90275 and in
the case of the Consultant, to the person(s) at the address designated on the execution page of
this Agreement. Either party may change its address by notifying the other party of the change of
address in writing. Notice shall be deemed communicated at the time personally delivered or in
72 (seventy two) hours from the time of mailing if mailed as provided in this section.
9.2 Interpretation.
The terms of this Agreement shall be construed in accordance with the meaning of the
language used and shall not be construed for or against either party by reason of the authorship
of this Agreement or any other rule of construction which might otherwise apply.
9.3 Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed to be an
original, and such counterparts shall constitute one and the same instrument.
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9.4 Integration; Amendment.
This Agreement including the attachments hereto is the entire, complete and exclusive
expression of the understanding of the parties. It is understood that there are no oral agreements
between the parties hereto affecting this Agreement and this Agreement supersedes and cancels
any and all previous negotiations, arrangements, agreements and understandings, if any, between
the parties, and none shall be used to interpret this Agreement. No amendment to or modification
of this Agreement shall be valid unless made in writing and approved by the Consultant and by
the City Council. The parties agree that this requirement for written modifications cannot be
waived and that any attempted waiver shall be void.
9.5 Severability.
In the event that any one or more of the phrases, sentences, clauses, paragraphs, or
sections contained in this Agreement shall be declared invalid or unenforceable by a valid
judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall
not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this
Agreement which are hereby declared as severable and shall be interpreted to carry out the intent
of the parties hereunder unless the invalid provision is so material that its invalidity deprives
either party of the basic benefit of their bargain or renders this Agreement meaningless.
9.6 Warranty & Representation of Non-Collusion.
No official, officer, or employee of City has any financial interest, direct or indirect, in
this Agreement, nor shall any official, officer, or employee of City participate in any decision
relating to this Agreement which may affect his/her financial interest or the financial interest of
any corporation, partnership, or association in which (s)he is directly or indirectly interested, or
in violation of any corporation, partnership, or association in which (s)he is directly or indirectly
interested, or in violation of any State or municipal statute or regulation. The determination of
“financial interest” shall be consistent with State law and shall not include interests found to be
“remote” or “noninterests” pursuant to Government Code Sections 1091 or 1091.5. Consultant
warrants and represents that it has not paid or given, and will not pay or give, to any third party
including, but not limited to, any City official, officer, or employee, any money, consideration,
or other thing of value as a result or consequence of obtaining or being awarded any agreement.
Consultant further warrants and represents that (s)he/it has not engaged in any act(s),
omission(s), or other conduct or collusion that would result in the payment of any money,
consideration, or other thing of value to any third party including, but not limited to, any City
official, officer, or employee, as a result of consequence of obtaining or being awarded any
agreement. Consultant is aware of and understands that any such act(s), omission(s) or other
conduct resulting in such payment of money, consideration, or other thing of value will render
this Agreement void and of no force or effect.
Consultant’s Authorized Initials _______
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9.7 Corporate Authority.
The persons executing this Agreement on behalf of the parties hereto warrant that (i) such
party is duly organized and existing, (ii) they are duly authorized to execute and deliver this
Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally
bound to the provisions of this Agreement, and (iv) that entering into this Agreement does not
violate any provision of any other Agreement to which said party is bound. This Agreement shall
be binding upon the heirs, executors, administrators, successors and assigns of the parties.
[SIGNATURES ON FOLLOWING PAGE]
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01203.0001/835260.1 22
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date and year first-above written.
CITY:
CITY OF RANCHO PALOS VERDES, a
municipal corporation
, Mayor
ATTEST:
Teresa Takaoka, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
Elena Q. Gerli, City Attorney
CONSULTANT:
[NAME OF COMPANY], a [TYPE OF
COMPANY]
By:
Name:
Title:
By:
Name:
Title:
Address:
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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01203.0001/835260.1
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.
D-34
01203.0001/835260.1
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.
D-35
01203.0001/835260.1 A-1
EXHIBIT “A”
SCOPE OF SERVICES
I. Consultant will perform the following services:
A.
B.
II. As part of the Services, Consultant will prepare and deliver the following tangible work
products to the City:
A.
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.
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.
D-36
01203.0001/835260.1 B-1
EXHIBIT “B”
SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
Added text indicated in bold italics, deleted text indicated in strikethrough.
[INTENTIONALLY LEFT BLANK]
D-37
01203.0001/835260.1 C-1
EXHIBIT “C”
SCHEDULE OF COMPENSATION
I. Consultant shall perform the following tasks at the following rates:
TASK RATE TIME SUB-BUDGET
A. Task 1 ___________ ___________ $
B. Task 2 ___________ ___________
C. Task 3 ___________ ___________
II. Within the budgeted amounts for each Task, and with the approval of the Contract
Officer, funds may be shifted from one Task subbudget to another so long as the
Contract Sum is not exceeded per Section 2.1, unless Additional Services are
approved per Section 1.9.
III. The City will compensate Consultant for the Services performed upon submission of
a valid invoice. Each invoice is to include:
A. Line items for all personnel describing the work performed, the number of hours
worked, and the hourly rate.
B. Line items for all materials and equipment properly charged to the Services.
C. Line items for all other approved reimbursable expenses claimed, with supporting
documentation.
D. Line items for all approved subcontractor labor, supplies, equipment, materials,
and travel properly charged to the Services.
IV. The total compensation for the Services shall not exceed the Contract Sum as
provided in Section 2.1 of this Agreement.
V. The Consultant’s billing rates for all personnel are attached as Exhibit C-1.
D-38
01203.0001/835260.1 D-1
EXHIBIT “D
SCHEDULE OF PERFORMANCE
I. Consultant shall perform all services timely in accordance with the following
schedule:
Days to Perform Deadline Date
A. Task 1 ______________ ______________
B. Task 2 ______________ ______________
C. Task 3 ______________
II. Consultant shall deliver the following tangible work products to the City by the
following dates.
A.
B.
C.
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.
D-39
YOUR PERSONALWILDFIRE ACTION PLAN
fire.lacounty.gov D-40
2 COUNTY OF LOS ANGELES FIRE DEPARTMENT
MESSAGE FROM FIRE CHIEF ANTHONY C. MARRONE
Dear Residents,
Los Angeles County is one of the most beautiful places to live, but for those living
in “wildland urban interface areas,” it does not come without risks. With a
year-round fire season and ever-growing number of wildfires, firefighters and
residents alike are now constantly on heightened alert for the threat of wildfires.
The County of Los Angeles Fire Department, along with our partnering agencies,
stand ready to quickly respond to contain wildfires, utilizing our firefighting
resources from the air and ground to help protect you and your property
from wildfire.
But, we can’t do this without your cooperation. Preparation and prevention go hand-in-hand.
This Ready! Set! Go! brochure was designed to provide you with critical information on creating
defensible space around your home, retrofitting your home with fire-resistant materials, and preparing
you to safely evacuate well ahead of a wildfire. Please protect yourself, your family, and your property
from a devastating wildfire by taking the time to learn about Ready! Set! Go!
In Los Angeles County, wildfires will continue to be fueled by a build-up of seasonal dry vegetation
and driven by dry conditions and locally strong winds, making them extremely dangerous
and challenging for firefighters to control. Yet, many homeowners don’t consider how a wildfire
could affect them, and very few residents have properly prepared for evacuation until it is too late.
I hope you find the information in this brochure helpful as you prepare your home and family for a
wildfire.
As always, if you need additional information about preparing for a wildfire or any other natural disaster,
please contact your nearest fire station or visit us at fire.lacounty.gov.
Anthony C. Marrone
County of Los Angeles Fire Chief
COUNTY OF LOS ANGELES BOARD OF SUPERVISORS
HILDA L. SOLIS
Supervisor, First District
FirstDistrict@bos.lacounty.gov
HOLLY J. MITCHELL
Supervisor, Second District
HollyJMitchell@bos.lacounty.gov
LINDSEY P. HORVATH
Supervisor, Third District
ThirdDistrict@bos.lacounty.gov
JANICE HAHN
Supervisor, Fourth District
FourthDistrict@bos.lacounty.gov
KATHRYN BARGER
Supervisor, Fifth District
Kathryn@bos.lacounty.gov
D-41
Ready! Set! Go! Wildfire Action Plan | fire.lacounty.gov 3
Preparing for a wildfire starts with three simple steps:
Please keep this plan on hand as a quick reference for helping your
family and property be safe in the event of a wildfire.
INSIDE
READY!
Defensible Space 4-5
Fuel Modification 6-7
Tour a Wildfire-Ready Home 8-9
SET!
Create Your Own Wildfire Action Plan 10
Wildfire Action Plan 11
Assemble Your Emergency Supply Kit 12
Pre-Evacuation Preparation Steps 12
GO!
Take Action Immediately When Wildfire Strikes 13
What to Do if You Become Trapped 14
Returning Home After a Wildfire 14
Remember the Six P’s 15
Additional Resources 15
D-42
4 COUNTY OF LOS ANGELES FIRE DEPARTMENT
• Cut or mow annual grass down to a
maximum height of three inches.
• Create vertical and horizontal spacing
between trees and shrubs
(the distance between trees should be
three times the height).
• Remove fallen leaves, needles, twigs, bark,
cones, and small branches. However, a mulch
layer may be permitted to a depth of four
inches, if erosion control is an issue.
• Irrigation is recommended to maintain
vegetation moisture content.
Living in the Wildland Urban Interface
Ready! Set! Go! begins with a house that firefighters can defend.
Zone 2
EXTENDS FROM THE OUTER EDGE OF
ZONE 1 TO 100 FEET OUT FROM THE STRUCTURE
Defensible Space
(ZONE 1 + ZONE 2 + ZONE 3 = 200 FEET)
3030
• Cut or mow annual grass down to a maximum height
of three inches.
• Remove all dead and dying leaves, pine needles, weeds,
grass, branches, and vegetative debris from your yard,
roofs, rain gutters, decks, porches, stairways, etc.
• Remove all branches within 10 feet of any chimney
or stovepipe outlet.
• Trim trees regularly to keep branches a minimum
of 10 feet from other trees.
• Relocate exposed woodpiles outside of Zone 1 unless
they are completely contained in a fire-resistant
enclosure.
• Remove vegetation and items around and under decks
that could catch fire.
• Create separations between trees, shrubs, and items that
could catch fire, such as patio furniture, swing sets, etc.
• Irrigation is recommended to maintain vegetation
moisture content.
Defensible Space
Creating and maintaining defensible space is essential for increasing your home’s chance of surviving a wildfire. It is the
buffer homeowners are required to create between their structure and the landscape. This space slows the spread
of wildfire and improves the safety of firefighters defending your home. Defensible space composition varies, depending
on vegetation type and topography. Three zones make up the required 200 feet of defensible space.
Zone 1Zone 1
30 FEET30 FEET
Zone 1
EXTENDS 30 FEET OUT FROM THE STRUCTURE
D-43
Ready! Set! Go! Wildfire Action Plan | fire.lacounty.gov 5
Zone 3 consists of mostly native plants thinned by 30 to 50 percent.
The objective is to reduce vegetation density and overall fuel load. This slows the rate of fire spread, reducing
flame lengths and fire intensity before it reaches irrigated zones or structures.
• Irrigation systems are not required.
• Vegetation consists of modified existing native
vegetation.
• Additional ornamental shrubs and trees are
generally not recommended due to water
conservation goals.
• Existing native vegetation is modified by thinning
and removing plants constituting a high fire risk,
including, but not limited to, laurel sumac, chamise,
ceanothus, sage, sage brush, buckwheat, and
California juniper.
• Remove the lower ¹/3 of large shrubs and all dead
wood to reduce fuel loads.
Trees should be limbed up to at least six feet above
grade or a minimum of three times the height of
underlying plants, whichever is less.
• Native plants may be removed in reduced amounts
as the distance from structures increases.
• Spacing for large native shrubs or groups of
native shrubs is 15 feet between the edge of their
canopies.
• Spacing for trees or small groups of trees is 30 feet
between the edge of canopies. This depends on the
species, topography, and orientation on the site.
Zone 3
EXTENDS FROM THE OUTER EDGE OF ZONE 2 TO 200 FEET OUT FROM THE STRUCTURE
Defensible Space
(ZONE 1 + ZONE 2 + ZONE 3 = 200 FEET)
10
0
10
0
20
0
20
0
HAZARDOUS
ORNAMENTAL LANDSCAPE
Preventing conditions where fire can travel from adjacent fuels,
through an ornamental landscape to your structure, is the key
to creating defensible space. Fire spreads through convection,
conduction, radiation, or embers. Proper maintenance of ornamental
vegetation reduces ember production, fire propagation, intensity,
and duration of the approaching flames. Both homes provide good examples of defensible space.
70 FEET70 FEET
Zone 2Zone 2
100 FEET100 FEET
Zone 3Zone 3
D-44
6 COUNTY OF LOS ANGELES FIRE DEPARTMENT
What Is Fuel Modification?
A Fuel Modification Plan identifies defensible space zones and restricts or limits planting around structures and developments built
in fire hazard severity zones.
For further information, please visit bit.ly/fuelmod or call (626) 969-5205.
Zone A
EXTENDS 30 FEET OUT FROM THE STRUCTURE
• Use hardscape like gravel, pavers, concrete, and other noncombustible
mulch materials.
• Remove all dead and dying leaves, pine needles, weeds, grass, branches,
and vegetative debris from your yard, roofs, rain gutters, decks, porches,
stairways, etc.
• Remove all branches within 10 feet of any chimney or stovepipe outlet.
• Limit plants in this area to low growing nonwoody, properly watered,
and maintained plants.
• Remove vines and climbing plants from combustible structures
(e.g., bougainvillea, wisteria).
• Relocate firewood and lumber to Zone B.
• Irrigated area consisting of low-growing, small herbaceous plants with
high-moisture content immediately around structures.
• Hedges shall not be within five feet of any structures.
• Occasional accents of woody shrubs or small patio trees 10 feet
from structures. Single plants and/or groups of plants are widely spaced
(the distance between plants is three times the height).
• Cut annual grasses to three inches and remove leaf litter.
Fuel Modification Zones
Fuel Modification
7030
Zone B
EXTENDS FROM THE OUTER EDGE OF
ZONE A TO 100 FEET OUT FROM THE STRUCTURE
• Irrigated with slightly denser planting than Zone A. Avoid woody plants larger than three feet in height at maturity under tree canopies.
• Has zone-appropriate shade trees with adequate spacing.
• Minimize continuous canopy coverage to reduce fire transmission.
• Screening plants may be used; however, continuous hedges are discouraged as this promotes accumulation of dead litter inside the live hedge.
Zone A Zone B
3030
FEETFEET FEETFEET
Fuel Modification Zones
(ZONE A + ZONE B + ZONE C = 200 FEET)
D-45
Ready! Set! Go! Wildfire Action Plan | fire.lacounty.gov 7
Create a Defensible Home
A home with defensible space has the greatest potential of surviving a wildfire.
Defensible homes are compliant with the Los Angeles County Fire Department’s
defensible space requirements. Homes built after January 1, 1996, have been
through the Fire Department’s Fuel Modification Program, where strict planting
requirements and construction standards improve fire safety in the high and very
high fire hazard severity zones.
WILDLAND/
OPEN SPACE100
Zone C
EXTENDS FROM THE OUTER EDGE OF
ZONE B TO 200 FEET FROM THE STRUCTURE
Zone C
Zone C consists of mostly native plants thinned by 30 to 50 percent.
The objective is to reduce vegetation density and overall fuel load. This slows the rate of fire spread, reducing flame lengths and fire intensity before it reaches irrigated zones or structures.
• Irrigation systems are not required.
• Vegetation consists of modified existing native vegetation.
• Additional ornamental shrubs and trees are generally not recommended due to water conservation goals.
• Existing native vegetation is modified by thinning and removing plants constituting a high fire risk, including, but not limited to, laurel sumac, chamise, ceanothus, sage, sage brush, buckwheat, and California juniper.
• Remove the lower ¹/3 of large shrubs and all dead wood to reduce fuel loads.
• Trees should be limbed up to at least six feet above grade or a minimum of three times the height of underlying plants, whichever is less.
• Native plants may be removed in reduced amounts as the distance from structures increases,.
• Spacing for large native shrubs or groups of native shrubs is 15 feet between the edge of their canopies.
• Spacing for trees or small groups of trees is 30 feet between the edge of canopies. This depends on the species, topography, and orientation on the site.
20
0
20
0
10
0
10
0
FEETFEET
Fuel Modification Zones
(ZONE A + ZONE B + ZONE C = 200 FEET)
D-46
8 COUNTY OF LOS ANGELES FIRE DEPARTMENT
3
4
5
61
2
Safeguard or “Harden” Your Home
The ability of your home to survive a wildfire depends
on the materials your home is constructed of and
the quality of the “defensible space” surrounding it.
Windblown embers from a wildfire will find the weak
link in your home’s fire protection scheme and gain the
upper hand because of a small, overlooked, or seemingly
inconsequential factor. However, there are measures
you can take to safeguard your home from wildfire.
While you may not be able to accomplish all of the
measures listed below, each will increase your home’s -
and possibly your family’s - safety and survival.
Address 1
• Make sure your address is clearly visible from the road.
The address needs to be a contrasting color to the surface
that it is mounted on, so it can be seen. Numbers should be
a minimum four inches in height.
Chimney 2
• Cover your chimney and stovepipe outlets with a non-
flammable screen of 1/8-inch wire mesh or smaller to
prevent embers from escaping and igniting a fire.
• Tree branches must be removed within 10 feet of any
chimney (exception: oak trees).
Deck/Patio Cover 3
• Use heavy timber or non-flammable construction
material for decks.
• Enclose the underside of balconies and decks with
fire-resistant materials to prevent embers from
blowing underneath.
• Keep your deck clear of combustible items, such as baskets,
dried flower arrangements, and furniture.
Driveways and Access Roads 4
• Driveways should be designed to allow fire and emergency
vehicles and equipment to reach your home (current fire
code requirement is 15 feet wide).
• Access roads should have a minimum 10-foot of defensible
space on either side of the traveled section of the roadway.
• Locked or electric gates should have a disconnect or a
lock box.
• Ensure that all gates open inward and are wide enough to
accommodate emergency equipment.
• Trim trees and shrubs above all roads clear to the sky, with
the exception of Oak trees which only need to be cleared to
a height of 13½ (or 13.5) feet.
Garage 5
• Have a fire extinguisher and tools, such as a shovel, rake,
bucket, and hoe, available for fire emergencies.
• Install a solid door with self-closing hinges between
living areas and the garage. Install weather stripping
around and under the doors to prevent ember intrusion.
• Store all combustibles and flammable liquids away from
ignition sources.
• Keep the garage door closed whenever possible.
Home Site and Yard 6
• Ensure you have up to a 200-foot radius of defensible space
(cleared vegetation) around your home. If the 200-foot
distance is on adjacent property, contact your local fire
station for assistance in obtaining adequate clearance.
• Cut dry weeds and grass before noon when temperatures
are cooler to reduce the chance of sparking a fire when
using metal tools.
• Landscape with fire-resistant plants that are low-growing
with high-moisture content.
• Keep woodpiles, propane tanks, and combustible materials
away from your home and other structures, such as garages,
barns, and sheds (recommended 30 feet).
• Ensure trees and branches are at least four feet away from
power lines. Notify your power company if this condition
exists; they will complete required work.
Detailed Wildfire Components
D-47
Ready! Set! Go! Wildfire Action Plan | fire.lacounty.gov 9
8
9
11
10 7
Inside
• Keep a working fire extinguisher on hand
and train your family how to use it. Store in an
easily accessible location (check expiration date
regularly).
• Install smoke alarms on each level
of your home and adjacent to the bedrooms.
Test them monthly and change the batteries
twice a year.
Non-Combustible
Boxed-In (Soffit) Eaves
• Box-in eaves with non-combustible materials
to prevent accumulation of embers.
Non-Combustible Fencing 7
• Make sure to use non-combustible
fencing to protect your home during
a wildfire.
Rain Gutters
• Screen or enclose rain gutters to
prevent accumulation of plant debris.
Roof 8
• Your roof is the most vulnerable part of your home
because it can easily catch fire from windblown embers.
• Homes with wood shake or shingle roofs are at a
higher risk of being destroyed during a wildfire.
• Build your roof or re-roof with fire-resistant materials
that include composition, metal, or tile.
• Block any spaces between roof decking and covering
to prevent ember intrusion.
• Clear pine needles, leaves, and other debris from
your roof and gutters.
• Cut any tree branches within 10 feet of your roof.
Vents
• Vents on homes are particularly
vulnerable to flying embers.
• All vent openings should be covered
with 1/8-inch or smaller metal mesh.
Do not use fiberglass or plastic mesh
because they can melt and burn.
• Attic vents in eaves or cornices should be baffled
or otherwise to prevent ember intrusion
(mesh is not enough).
Walls 9
• Wood products, such as boards, panels, or shingles, are
common siding materials. However, they are combustible
and not good choices for fire-prone areas.
• Build or remodel with fire-resistant building materials,
such as brick, cement, masonry, or stucco.
• Be sure to extend materials from foundation to roof.
Water Supply 10
• Have multiple garden hoses that are long
enough to reach any area of your home
and other structures on your property.
Windows 11
• Heat from a wildfire can cause windows to break even
before the home ignites. This allows burning embers
to enter and start internal fires. Single-paned and large
windows are particularly vulnerable.
• Install dual-paned windows with an exterior pane of
tempered glass to reduce the chance of breakage in a fire.
• Limit the size and number of windows in your home that
face large areas of vegetation.
Utilities
• Ensure that your family knows where your gas, electric,
and water main shut-off controls are and how to safely
shut them down in an emergency.
D-48
10 COUNTY OF LOS ANGELES FIRE DEPARTMENT
Important Phone Numbers
A family communication plan that designates an out-of-area
friend or relative as a point-of-contact to act as a single source
of communication among family members in case of separation.
Maintain a list of emergency contact numbers posted near your
phone and/or in your Emergency Supply Kit (see page 12 in this
guide).
What to Take
Assemble an Emergency Supply Kit (see page 12 in this guide).
Keep an extra Emergency Supply Kit in your car in case you can’t
get to your home because of fire.
Have a portable radio or scanner, so that you can stay updated on
the fire.
Prepare to Evacuate
Designate an emergency meeting location, outside the fire or hazard
area. It is critical to determine who has safely evacuated from the
affected area.
Have several different travel routes from your home and
community identified. Practice these often, so everyone in your
family is familiar in case of emergency.
Have all of the necessary supplies and/or boarding options for
your pets and large animals identified and/or packed. If trailers
are necessary for larger animals, have a plan that is tested and
ready to implement.
Create Your Own Wildfire Action Plan
Now that you have done everything you can to protect
your home, it’s time to prepare your family. Your
Wildfire Action Plan must be prepared with all
members of your household well in advance of a
wildfire. Each family’s plan will be different, depending
on their situation. Once you finish your plan, practice
it regularly with your family, and post it in a safe and
accessible place for quick implementation.
1
2
3
D-49
Ready! Set! Go! Wildfire Action Plan | fire.lacounty.gov 11
Your PersonalWILDFIRE ACTION PLAN
WHEN TO GO
WHERE TO GO
HOW TO GET THERE
WHAT TO TAKEIMPORTANTPHONE NUMBERS1
3
2
During High Fire Danger days in your area, monitor your local media for information on wildfires and be ready
to implement your plan. Hot, dry, and windy conditions create the perfect environment for a wildfire.
Insur-ancePapers Photos
Prescrip-tions
Important
Documents
EVACUATION
EMERGENCY CONTACTS
DESTINATION WHO TO TELL (BEFORE AND AFTER)
Name
Name
Phone
Phone
( )
ANIMAL SHELTER
Name
Phone
( )
( )
FAMILY & FRIENDS
Name
Name
Phone
Phone
( )
( )
SCHOOLS
Name
Name
Phone
Phone
( )
( )
COUNTY OF LOS ANGELES FIRE DEPARTMENT
IF YOU HAVE AN EMERGENCY, CALL 9-1-1
Public Information Office: (323) 881-2411
fire.lacounty.gov
Emergency
Supply Kit
D-50
12 COUNTY OF LOS ANGELES FIRE DEPARTMENT
Assemble Your Emergency Supply Kit
Put together your emergency supply kit long before a wildfire or other disaster occurs, and keep it easily accessible, so you
can take it with you when you have to evacuate. Plan to be away from your home for an extended period of time. Each person
should have a readily accessible emergency supply kit. Backpacks work great for storing these items (except for food and
water) and are easy to grab. Storing food and water in a tub or chest on wheels will make it easier to transport. Keep it light
to be able to easily lift it into your vehicle.
Essential Supplies
Three-day supply of non-perishable food and three gallons
of water per person
Map marked with at least two evacuation routes
Prescriptions or special medications
Change of clothing and closed-toe shoes
Extra eyeglasses or contact lenses
An extra set of car keys, credit cards, and cash
First aid kit
Flashlight
Battery-powered radio and extra batteries
Sanitation supplies
Copies of important documents
(e.g., birth certificates, passports, etc.)
Don’t forget food and water for your pets!
Pre-Evacuation Preparation Steps
When an evacuation is anticipated and if time permits, follow these checklists to give your home the best chance of surviving a wildfire:
Animals
Locate your pets and keep them nearby.
Prepare large animals for transport and think about moving
them to a safe location early.
Inside
Shut all windows and doors.
Remove flammable window shades, lightweight curtains,
and close metal shutters.
Move flammable furniture to the center of the room,
away from windows and doors.
Leave your lights on, so firefighters can see your home
under smoky conditions.
Shut off the air conditioning.
Outside
Gather flammable items from the exterior of the house
and bring them inside (e.g., patio furniture, children’s toys,
doormats, etc.) or place them in your pool.
Turn off propane tanks. Move propane BBQ appliances
away from structures.
Connect garden hoses to outside water valves or spigots
for use by firefighters.
Don’t leave sprinklers on or water running.
They can affect critical water pressure.
Leave exterior lights on.
Put your emergency supply kit in your vehicle.
Back your loaded vehicle into the driveway with all
doors and windows closed. Carry your car keys with
you.
Have a ladder available in a conspicuous location for
firefighter use.
Seal attic and ground vents with a non-combustible material
or commercial seals, if time permits.
Monitor your property and your wildfire situation.
Don’t wait for an evacuation order, if you feel threatened
and need to, leave.
Check on neighbors and make sure they are preparing to leave.
If Time Allows
Easy-to-carry valuables
Family photos and other irreplaceable items
Personal computer data on hard drives/flash drives
Chargers for cell phones, laptops, etc.
EMERGENCYKIT
D-51
Ready! Set! Go! Wildfire Action Plan | fire.lacounty.gov 13
Go Early
By leaving early, you will give your family the best chance
of surviving a wildfire. You also help firefighters by keeping
roads clear of congestion, enabling them to move more
freely throughout the neighborhood and do their job.
When to Go
Leave early enough to avoid being caught in fire, smoke,
or road congestion. Don’t wait to be told by authorities
to leave. In an intense wildfire, they may not have time
to knock on every door. If you are advised to leave, don’t
hesitate!
The terms “Voluntary” and “Mandatory” are used to
describe evacuation orders. However, local jurisdictions
may use other terminology such as “Precautionary” and
“Immediate Threat.” These terms are used to alert you to
the significance of the danger. All evacuation instructions
provided by emergency personnel should be followed
immediately for your safety.
Where to Go
Leave for a pre-determined location. It should be a
low-risk area, such as a well-prepared neighbor or relative’s
house, a Red Cross shelter or evacuation center, motel, etc.
How to Get There
Have several evacuation routes in case one route is blocked
by the fire or by emergency vehicles and equipment.
Choose an evacuation route away from the fire.
TAKE ACTION IMMEDIATELY WHEN WILDFIRE STRIKES
Follow these steps as soon as possible to
get ready to GO!
• Ensure your Emergency
Supply Kit is in your
vehicle.
• Cover up to protect
against heat and flying
embers. Wear long
pants, a long-sleeve shirt,
heavy shoes/boots, a cap,
dry bandanna (for face
cover), goggles,
or glasses.
100% cotton is
preferable.
• Locate your pets and
take them with you.
Ready! Set! Go! Wildfire Action Plan | fire.lacounty.gov 9
Your PersonalWILDFIRE ACTION PLAN
WHEN TO GO
WHERE TO GO
HOW TO GET THERE
WHAT TO TAKEIMPORTANTPHONE NUMBERS1
3
2
During High Fire Danger days in your area, monitor your local media for information on brush fires and be
ready to implement your plan. Hot, dry, and windy conditions create the perfect environment for a wildfire.
InsurancePapers Photos
Prescriptions ImportantDocuments
EVACUATION
EMERGENCY CONTACTS
DESTINATION WHO TO TELL (BEFORE AND AFTER)
Name
Name
Phone
Phone
( )
ANIMAL SHELTER
Name
Phone
( )
( )
FAMILY & FRIENDS
Name
Name
Phone
Phone
( )
( )
SCHOOL
Name
Name
Phone
Phone
( )
( )
LOS ANGELES COUNTY FIRE DEPARTMENT
IF YOU HAVE AN EMERGENCY, CALL 9-1-1
Public Information Office: (323) 881-2411
www.fire.lacounty.gov
Emergency Supply Kit
EMERGENCYKIT
• Review your Wildfire Action Plan
evacuation checklist.
D-52
14 COUNTY OF LOS ANGELES FIRE DEPARTMENT
Survival Tips if You Become Trapped
In Your Home
Stay calm and keep your family together.
Call 9-1-1 and inform authorities of your location.
Shut off the gas meter.
Fill sinks and tubs for an emergency water supply.
Keep doors and windows closed, but unlocked.
Remove curtains from the windows.
Turn your interior and exterior lights on.
Stay inside your home.
Shelter away from outside walls.
In Your Vehicle
Stay calm.
Park your vehicle in an area clear of vegetation.
Close all vehicle windows and vents.
Cover yourself with a wool or cotton blanket or jacket.
Lie on the vehicle floor.
Use your cell phone and call 9-1-1 to inform authorities of your location.
On Foot
Stay calm.
Go to an area clear of vegetation, a ditch or depression on
level ground, if possible.
Lie face down and cover up your body.
Use your cell phone and call 9-1-1 to inform authorities of your location.
Returning Home After a Wildfire
Do not return home until emergency officials determine
it is safe. You will receive proper notification to do so as
soon as it is possible, considering safety and accessibility.
When You Return Home
Be alert for downed power lines and other hazards.
Check propane tanks, regulators, and lines before turning gas on.
Check your residence carefully for hidden embers or smoldering fires.
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Ready! Set! Go! Wildfire Action Plan | fire.lacounty.gov 15
Download the
Ready! Set! Go!
Wildfire Action Plan at
fire.lacounty.gov/rsg
or by scanning this
QR code with your
smart phone.
Remember the Six P’s
Prescriptions, vitamins, and eyeglasses
People and Pets
Plastic
(e.g., credit cards, ATM cards)
and cash
Personal computer
hard drives
and flash drives
Pictures and
irreplaceable memorabilia
Papers, phone numbers,
and important documents
OFFICIAL
facebook.com/LACoFD
twitter.com/LACoFD
instagram.com/lacountyfd
youtube.com/user/LosAngelesCountyFD
PUBLIC INFORMATION OFFICE
twitter.com/lacofdpio
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COUNTY OF LOS ANGELESFIRE DEPARTMENT
1320 N. Eastern Avenue
Los Angeles, California 90063
323-881-2411
fire.lacounty.gov
Produced by the Communications Section
of the Executive Support Division.
Revised April 2024.
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1 0 1
73
99
1
0
11
102
5 6
9
3
8
7
1
33
70
69 7 268
28B
7
8
9
7
9 8
57 8
100 2
1
7
7
20
1 3
17A
28A
1 6B
67
1 9 A
55
64
6 354
1
2
62
61
59
60
6
7
14
15
32
34
3536
5 2
65
66
17B
28C
19B
17C
16A
5 8
COUNTY
COUNTY
ROLLING HILLS
ROLLING
HILLS
ESTATES
PALOS VERDES
ESTATES
¯
Parcels
City Limit Boundary
Zone 3 (200 ft)
Zone 2 (100 ft)
Zone 1 (30 ft)
Fuel Mod Areas
Legend
0 0.5 10.25 Miles
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78
3 1 91
92
8988
83
44 43 8
2
872
4241
8540
8
4
2
9
80 9379
96
94
95
7
7
10 3 74
5
13
55
7
32
45
4 6
47
50
51
7
5
7 6
8 1
86
90
1
COUNTY
COUNTY
TORRANCE
TORRANCE
COUNTY
LOS ANGELES
LOMITA
ROLLING HILLS
ROLLING
HILLS
ESTATES
ROLLING
HILLS
ESTATES
¯
Parcels
City Limit Boundary
Zone 3 (200 ft)
Zone 2 (100 ft)
Zone 1 (30 ft)
Fuel Mod Areas
Legend
0 0.5 10.25 Miles
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Fuel Mod Area #Area Description Estimated Acreage
17 Point Vicente Interpretive Center 2.5
by 17 Point Vicente Interpretive Center N/A
21 Alta Vicente Reserve (Citv Hall) 13.5
11 Three Sisters Reserve 5.1
9 Tarragon 1.3
10 Abalone Cove Shoreline Park 1.8
70 Filiorum Reserve (Upper) 4.2
78 Portuguese Bend Reserve 5.2
77 Peppertree Road 2.2
81 Forrestal Nature Reserve 5.4
20 Alta Vicente Reserve 4.0
63 Vista Del Norte Reserve 0.4
64 Vista Del Norte Reserve 1.2
66 Vista Del Norte Reserve 2.6
73 Filiorum Reserve (Upper) 14.2
28 Filiorum Reserve 7.1
13 Filiorum Reserve (Del Cerro Park)2.6
82 San Ramon Reserve 2.5
86 San Ramon Reserve 2.2
84 San Ramon Reserve 0.9
91 Ocean Trails Reserve 7.0
15 Aqua Armaga Canyon 7.2
58 Grandview Park #1 1.4
59 Grandview Park #2 8.1
1 by the Three Sisters Reseve 1.7
2 by the Filiorum Reserve 6.25
12 Malaga Canyon Reserve 24.02
60 Malaga Canyon Reserve 7.92
61 Malaga Canyon Reserve 5.05
Glass Preserve
Lay Preserve
Upper Filiorium
TBD Sites to be Determined TBD
TBD Revisting areas due to regrowth TBD
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