CC SR 20250318 F - PSAs for an Appraiser
CITY COUNCIL MEETING DATE: 03/18/2025
AGENDA REPORT AGENDA HEADING: Consent Calendar
AGENDA TITLE:
Consideration to approve professional service agreements for services related to the
Greater Portuguese Bend Landslide Voluntary Buyback Program.
RECOMMENDED COUNCIL ACTION:
(1) Approve a Professional Service Agreement with Integra Reality Resources in
the amount of $34,800 for appraisal services with a not-to-exceed cost of
$2,900 per appraisal;
(2) Approve a Professional Service Agreement with The Property Science Group
in the amount of $34,800 for appraisal services with a not-to-exceed $2,900
per Appraisal;
(3) Approve a Professional Service Agreement with Fidelity National Title
Company in the amount of $96,000 for title insurance services;
(4) Approve a Professional Service Agreement with Habor Lights Escrow Inc. in
the amount of $207,000 for Escrow Services with a not-to-exceed $4,500 per
side; and,
(5) Authorize the Mayor and City Clerk to execute the contracts, in forms approved
by the City Attorney.
FISCAL IMPACT: The Voluntary Buyback Program is funded by FEMA, through its
Hazard Mitigation Grant Program, who will pay 75% of all eligible expenses. The
remaining cost share of 25% must be borne by the seller (property owner) except for
certain in-kind costs borne by the City. The program is a reimbursable grant, requiring the
City to initially cover eligible costs and submit grant billing to FEMA. Currently, an
additional appropriation of $372,600 is required and will be tracked in the Federal Grant
Fund – Voluntary Buyback Program. VR
Amount Budgeted: None
Additional Appropriation: $372,600
Account Number(s): 331-400-9103-5101
(Federal Grant – Voluntary Buyback Program –
Prof/Tech) VR
ORIGINATED BY: Lisa Garrett, Senior Administrative Analyst
REVIEWED BY: Octavio Silva, Deputy Director of Community Development
APPROVED BY: Ara Mihranian, AICP, City Manager
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ATTACHED SUPPORTING DOCUMENTS:
A. Draft Professional Service Agreement for Integra Reality Group for Appraisal
Services (Page A-1)
B. Draft Professional Service Agreement for The Property Science Group for
Appraisal Services (Page B-1)
C. Draft Professional Service Agreement for Fidelity National Title for Title Insurance
Services (Page C-1)
D. Draft Professional Service Agreement for Harbor Lights Escrow Inc. for Escrow
Services (Page D-1)
E. 2024 RFP for Appraisal Services for the VPB Program.
F. 2024 RFP for Escrow Services for the VPB Program.
G. 2024 RFP for Title Insurance Services for the VPB Program.
H. 2024 RFP for Licensed Surveyor Services for the VPB Program.
I. Proposal Integra Reality Resources
J. Proposal The Property Science Group
K. Proposal Fidelity National Title Insurance Company
L. Proposal Habor Lights Escrow Inc.
M. Voluntary Property Buyback Program Information
BACKGROUND:
On October 28, 2024, the City of Rancho Palos Verdes, the Federal Emergency
Management Agency (FEMA), and the California Governor’s Office of Emergency
Services (Cal OES) announced a $42 million Voluntary Buyout Program (“VPB Program”)
for property owners in the Greater Portuguese Bend Landside Complex whose homes
have been damaged or threatened by land movement.
The VPB Program has been developed by FEMA and CalOES in partnership with the City
to enable property owners adversely impacted by the Greater Portuguese Bend Landslide
Complex (Landslide Complex) to relocate from the risk of imminent failure of land
movement. Funding for this VPB Program comes from FEMA through its Hazard
Mitigation Grant Program (“HMGP”). FEMA is funding the VPB Program in the amount of
$42 million to the City based on the Federally declared California disaster for the winter
storms that occurred between January 31 and February 9, 2024. Future VPB Program
cycles may become available to affected residents depending on whether a federal
declared disaster occurs in California.
As part of the VPB Program, the City will work with residents, who are participating
voluntarily and own an improved property with permitted residential structure(s) that has
been damaged or is at imminent risk to be damaged by a natural hazard event. The City
is then able to buy real property from affected property owners based on an appraisal of
the fair market value at a predetermined date, acquire title, demolish the structure(s), and
revert it to open space. Upon closing, the acquired property would be owned by the City
and must, perpetuity, remain open space land. Accordingly, at the closing of the
acquisition, the property will be restricted as open space in perpetuity and cannot be
redeveloped, except for limited allowable conservation/open space uses that are
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approved by FEMA Region 9. Accordingly, the City will be restricted in perpetuity against
selling the acquired property to private individuals or developing it.
As FEMA does not purchase properties directly from affected property owners, the VPB
Program provides for a real estate transaction between an approved seller and the City
being the buyer. FEMA will pay 75% of all eligible expenses with the remaining cost share
of 25% to be borne by the seller (property owner) except for certain in-kind costs borne
by the City.
Based on applications received by the City from interested property owners, the City
identified properties where buyouts make the most sense based on a prioritization list
developed by the City with concurrence by FEMA and CalOES, but is not limited to, the
scope of existing structural damage as determined by the City’s Building Official through
a property inspection, open space value, community needs, and FEMA program
requirements.
City Staff has completed the evaluation of submitted applications to ensure that each
application follows program rules/regulations (e.g., the property is not owned in title by a
bank or other institutional financial institution through foreclosure or other similar means;
the property has not sold since December 1, 2022, etc.). At this time, out of the initial 85
applications received by the November 8, 2024 application filing deadline, 23 prioritized
real property sites were selected as part of the VPB Program. The next step is to conduct
property appraisals, necessary land surveys, title work, and all escrow services to
complete program requirements.
DISCUSSION:
On December 19, 2024, the City’s Community Development Department issued a
Request for Proposals (RFPs) (Attachments E-H) for various services related to the VPB
Program including Certified Residential Real Estate Appraiser(s), Licensed Land Escrow
Company(ies), Certified Land Title Company(ies), and Licensed Land Surveyor
Company(ies).
A total of eleven proposals were received by the January 6, 2025 deadline. Seven for
appraisal services, three for escrow services and one for title insurance services. There
were no surveyor service proposals received. The RFP Evaluation Panel consisted of the
Deputy City Manager, the Deputy Director of Finance, and the Director of Community
Development. Each of the qualified proposals was evaluated and rated in the following
categories in accordance with the RFP:
a) Approach to Scope of Services (20%)
• The understanding of the Scope of Services as demonstrated by the
thoroughness of the proposal and an overall approach most likely to result
in the desired outcome for the City.
b) Proposal Schedule (15%)
• Ability to complete the work in the shortest schedule possible.
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c) Staff Qualifications and Experience (30%)
• 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 experience and strength of qualifications of the key personnel
performing the work.
• Relevance of referenced projects and client review of performance during
those projects.
d) Quality Control (10%)
• Adequate immediate supervision and review of staff performing the work as
well as appropriate independent peer review of the work by qualified
technical staff not otherwise involved in the project.
e) Cost Proposal (25%)
• Ability to complete the work with cost efficiency.
The combined score for each qualified proposal is shown below for Appraisal Services in
Figure No. 1:
Figure No. 1: Score Results for VBP Program- Appraisal Services
The combined score for each qualified proposal is shown on the next page for Escrow
Services in Figure No. 2:
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Figure No. 2: Score Results for VBP Program- Escrow Services
The combined score for each qualified proposal is shown below for Title Insurance
Services in Figure No. 3:
Figure No. 3: Score Results for VBP Program- Title Services
At the conclusion of the rating process, the RFP Evaluation Panel selected the following
top-rated proposals as outlined in Table No. 1 below (Attachments I-L) to provide services
for the VPB Program.
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Table No. 1: VPB Program Selected Services
Appraisal Services Escrow Services Title Services
• Integra Reality Group Harbor Lights Escrow Inc. Fidelity National Title
• The Property Science
Group
Each service company was selected based on scoring the highest by the RFP Evaluation
Panel in consideration of Approach to Scope of Services, Proposal Schedule, Staff
Qualifications and Experience, Quality Control, and Cost Proposal. It should be noted
that the top 2 appraisal proposals were selected to comply with FEMA assistance
requirements for alternate appraisal service options.
CONCLUSION:
Staff recommends the City Council approve the attached draft professional service
agreements for Appraisal Services, Escrow Services and Title Insurance Services for the
VPB Program.
ALTERNATIVES:
In addition to Staff’s recommendations, the following alternative actions are available for
the City Council’s consideration:
1. Do not approve one or more of the proposed professional service agreements.
2. Take such other action as the City Council deems appropriate.
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01203.0001/835260.1 1
PROFESSIONAL SERVICES AGREEMENT
By and Between
CITY OF RANCHO PALOS VERDES
and
INTEGRA REALTY RESOURCES -LOS ANGELES
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AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF RANCHO PALOS VERDES AND
THE PROPERTY SCIENCE GROUP, INC.
THIS AGREEMENT FOR PROFESSIONAL SERVICES (“Agreement”) is made and
entered into on March 18, 2025 by and between the CITY OF RANCHO PALOS VERDES, a
California municipal corporation (“City”) and INTEGRA REALTY RESOURCES., a
California Corporation (“Consultant”). City and Consultant may be referred to, individually or
collectively, as “Party” or “Parties.”
RECITALS
A. City has sought, by issuance of a Request for Proposals, the performance of the
services defined and described particularly in Article 1 of this Agreement.
B. Consultant, following submission of a proposal for the performance of the
services defined and described particularly in Article 1 of this Agreement, was selected by the
City to perform those services.
C. Pursuant to the City of Rancho Palos Verdes Municipal Code, City has authority
to enter into and execute this Agreement.
D. The Parties desire to formalize the selection of Consultant for performance of
those services defined and described particularly in Article 1 of this Agreement and desire that
the terms of that performance be as particularly defined and described herein.
OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants made by
the Parties and contained herein and other consideration, the value and adequacy of which are
hereby acknowledged, the parties agree as follows:
ARTICLE 1. SERVICES OF CONSULTANT
1.1 Scope of Services.
In compliance with all terms and conditions of this Agreement, the Consultant shall
provide those services specified in the “Scope of Services”, as stated in the Proposal, attached
hereto as Exhibit “A” and incorporated herein by this reference, which may be referred to herein
as the “services” or “work” hereunder. As a material inducement to the City entering into this
Agreement, Consultant represents and warrants that it has the qualifications, experience, and
facilities necessary to properly perform the services required under this Agreement in a thorough,
competent, and professional manner, and is experienced in performing the work and services
contemplated herein. Consultant shall at all times faithfully, competently and to the best of its
ability, experience and talent, perform all services described herein. Consultant covenants that it
shall follow the highest professional standards in performing the work and services required
hereunder and that all materials will be both of good quality as well as fit for the purpose
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intended. For purposes of this Agreement, the phrase “highest professional standards” shall mean
those standards of practice recognized by one or more first-class firms performing similar work
under similar circumstances.
1.2 Consultant’s Proposal.
The Scope of Service shall include the Consultant’s Proposal which shall be incorporated
herein by this reference as though fully set forth herein. In the event of any inconsistency
between the terms of such Proposal and this Agreement, the terms of this Agreement shall
govern.
1.3 Compliance with Law.
Consultant shall keep itself informed concerning, and shall render all services hereunder
in accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and
any Federal, State or local governmental entity having jurisdiction in effect at the time service is
rendered.
1.4 California Labor Law.
If the Scope of Services includes any “public work” or “maintenance work,” as those
terms are defined in California Labor Code section 1720 et seq. and California Code of
Regulations, Title 8, Section 16000 et seq., and if the total compensation is $1,000 or more,
Consultant shall pay prevailing wages for such work and comply with the requirements in
California Labor Code section 1770 et seq. and 1810 et seq., and all other applicable laws,
including the following requirements:
(a) Public Work. The Parties acknowledge that some or all of the work to be
performed under this Agreement is a “public work” as defined in Labor Code Section 1720 and
that this Agreement is therefore subject to the requirements of Division 2, Part 7, Chapter 1
(commencing with Section 1720) of the California Labor Code relating to public works contracts
and the rules and regulations established by the Department of Industrial Relations (“DIR”)
implementing such statutes. The work performed under this Agreement is subject to compliance
monitoring and enforcement by the DIR. Consultant shall post job site notices, as prescribed by
regulation.
(b) Prevailing Wages. Consultant shall pay prevailing wages to the extent
required by Labor Code Section 1771. Pursuant to Labor Code Section 1773.2, copies of the
prevailing rate of per diem wages are on file at City Hall and will be made available to any
interested party on request. By initiating any work under this Agreement, Consultant
acknowledges receipt of a copy of the DIR determination of the prevailing rate of per diem
wages, and Consultant shall post a copy of the same at each job site where work is performed
under this Agreement.
(c) Penalty for Failure to Pay Prevailing Wages. Consultant shall comply with
and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment
of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The
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Consultant shall, as a penalty to the City, forfeit $200 (two hundred dollars) for each calendar
day, or portion thereof, for each worker paid less than the prevailing rates as determined by the
DIR for the work or craft in which the worker is employed for any public work done pursuant to
this Agreement by Consultant or by any subcontractor.
(d) Payroll Records. Consultant shall comply with and be bound by the
provisions of Labor Code Section 1776, which requires Consultant and each subconsultant to:
keep accurate payroll records and verify such records in writing under penalty of perjury, as
specified in Section 1776; certify and make such payroll records available for inspection as
provided by Section 1776; and inform the City of the location of the records.
(e) Apprentices. Consultant shall comply with and be bound by the provisions
of Labor Code Sections 1777.5, 1777.6, and 1777.7 and California Code of Regulations Title 8,
Section 200 et seq. concerning the employment of apprentices on public works projects.
Consultant shall be responsible for compliance with these aforementioned Sections for all
apprenticeable occupations. Prior to commencing work under this Agreement, Consultant shall
provide City with a copy of the information submitted to any applicable apprenticeship program.
Within 60 (sixty) days after concluding work pursuant to this Agreement, Consultant and each of
its subconsultants shall submit to the City a verified statement of the journeyman and apprentice
hours performed under this Agreement.
(f) Eight-Hour Work Day. Consultant acknowledges that 8 (eight) hours labor
constitutes a legal day's work. Consultant shall comply with and be bound by Labor Code
Section 1810.
(g) Penalties for Excess Hours. Consultant shall comply with and be bound by
the provisions of Labor Code Section 1813 concerning penalties for workers who work excess
hours. The Consultant shall, as a penalty to the City, forfeit $25 (twenty five dollars for each
worker employed in the performance of this Agreement by the Consultant or by any
subcontractor for each calendar day during which such worker is required or permitted to work
more than 8 (eight) hours in any one calendar day and 40 (forty) hours in any one calendar week
in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code.
Pursuant to Labor Code section 1815, work performed by employees of Consultant in excess of 8
(eight) hours per day, and 40 (forty) hours during any one week shall be permitted upon public
work upon compensation for all hours worked in excess of 8 hours per day at not less than one
and 1½ (one and one half) times the basic rate of pay.
(h) Workers’ Compensation. California Labor Code Sections 1860 and 3700
provide that every employer will be required to secure the payment of compensation to its
employees if it has employees. In accordance with the provisions of California Labor Code
Section 1861, Consultant certifies as follows:
“I am aware of the provisions of Section 3700 of the Labor Code which require
every employer to be insured against liability for workers' compensation or to
undertake self-insurance in accordance with the provisions of that code, and I will
comply with such provisions before commencing the performance of the work of
this contract.”
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Consultant’s Authorized Initials ________
(i) Consultant’s Responsibility for Subcontractors. For every subcontractor
who will perform work under this Agreement, Consultant shall be responsible for such
subcontractor's compliance with Division 2, Part 7, Chapter 1 (commencing with Section 1720)
of the California Labor Code, and shall make such compliance a requirement in any contract
with any subcontractor for work under this Agreement. Consultant shall be required to take all
actions necessary to enforce such contractual provisions and ensure subcontractor's compliance,
including without limitation, conducting a review of the certified payroll records of the
subcontractor on a periodic basis or upon becoming aware of the failure of the subcontractor to
pay his or her workers the specified prevailing rate of wages. Consultant shall diligently take
corrective action to halt or rectify any such failure by any subcontractor.
1.5 Licenses, Permits, Fees and Assessments.
Consultant shall obtain at its sole cost and expense such licenses, permits and approvals
as may be required by law for the performance of the services required by this Agreement.
Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus
applicable penalties and interest, which may be imposed by law and arise from or are necessary
for the Consultant’s performance of the services required by this Agreement, and shall
indemnify, defend and hold harmless City, its officers, employees or agents of City, against any
such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City
hereunder.
1.6 Familiarity with Work.
By executing this Agreement, Consultant warrants that Consultant (i) has thoroughly
investigated and considered the scope of services to be performed, (ii) has carefully considered
how the services should be performed, and (iii) fully understands the facilities, difficulties and
restrictions attending performance of the services under this Agreement. If the services involve
work upon any site, Consultant warrants that Consultant has or will investigate the site and is or
will be fully acquainted with the conditions there existing, prior to commencement of services
hereunder. Should the Consultant discover any latent or unknown conditions, which will
materially affect the performance of the services hereunder, Consultant shall immediately inform
the City of such fact and shall not proceed except at Consultant’s risk until written instructions
are received from the Contract Officer in the form of a Change Order.
1.7 Care of Work.
The Consultant shall adopt reasonable methods during the life of the Agreement to
furnish continuous protection to the work, and the equipment, materials, papers, documents,
plans, studies and/or other components thereof to prevent losses or damages, and shall be
responsible for all such damages, to persons or property, until acceptance of the work by City,
except such losses or damages as may be caused by City’s own negligence.
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1.8 Further Responsibilities of Parties.
Both parties agree to use reasonable care and diligence to perform their respective
obligations under this Agreement. Both parties agree to act in good faith to execute all
instruments, prepare all documents and take all actions as may be reasonably necessary to carry
out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible
for the service of the other.
1.9 Additional Services.
City shall have the right at any time during the performance of the services, without
invalidating this Agreement, to order extra work beyond that specified in the Scope of Services
or make changes by altering, adding to or deducting from said work. No such extra work may be
undertaken unless a written Change Order is first given by the Contract Officer to the Consultant,
incorporating therein any adjustment in (i) the Contract Sum for the actual costs of the extra
work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the
written approval of the Consultant. Any increase in compensation of up to 15% (fifteen percent)
of the Contract Sum; or, in the time to perform of up to 90 (ninety) days, may be approved by the
Contract Officer through a written Change Order. Any greater increases, taken either separately
or cumulatively, must be approved by the City Council. It is expressly understood by Consultant
that the provisions of this Section shall not apply to services specifically set forth in the Scope of
Services. Consultant hereby acknowledges that it accepts the risk that the services to be provided
pursuant to the Scope of Services may be more costly or time consuming than Consultant
anticipates and that Consultant shall not be entitled to additional compensation therefor. City
may in its sole and absolute discretion have similar work done by other Consultants. No claims
for an increase in the Contract Sum or time for performance shall be valid unless the procedures
established in this Section are followed.
If in the performance of the contract scope, the Consultant becomes aware of material defects in
the scope, duration or span of the contract or the Consultant becomes aware of extenuating
circumstance that will or could prevent the completion of the contract, on time or on budget, the
Consultant shall inform the Contracting Officer of an anticipated Change Order. This proposed
change order will stipulate, the facts surrounding the issue, proposed solutions, proposed costs
and proposed schedule impacts.
1.10 Special Requirements.
Additional terms and conditions of this Agreement, if any, which are made a part hereof
are set forth in the “Special Requirements” attached hereto as Exhibit “B” and incorporated
herein by this reference. In the event of a conflict between the provisions of Exhibit “B” and any
other provisions of this Agreement, the provisions of Exhibit “B” shall govern.
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ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.
2.1 Contract Sum.
Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the
amounts specified in the “Schedule of Compensation” attached hereto as Exhibit “C” and
incorporated herein by this reference. The total compensation, including reimbursement for
actual expenses, shall not exceed $34,800 (THIRTY-FOUR THOUSAND EIGHT
HUNDRED Dollars) (the “Contract Sum”), unless additional compensation is approved
pursuant to Section 1.9. Each Appraisal shall not exceed $2,900.00 (Two Thousand Nine
Hundred Dollars)
2.2 Method of Compensation.
(a) The method of compensation may include: (i) a lump sum payment upon
completion; (ii) payment in accordance with specified tasks or the percentage of completion of
the services; (iii) payment for time and materials based upon the Consultant’s rates as specified
in the Schedule of Compensation, provided that (a) time estimates are provided for the
performance of sub tasks, and (b) the Contract Sum is not exceeded; or (iv) such other methods
as may be specified in the Schedule of Compensation.
(b) A retention of 10% shall be held from each payment as a contract retention to be
paid as part of the final payment upon satisfactory and timely completion of services. This
retention shall not apply for on-call agreements for continuous services or for agreements for
scheduled routine maintenance of City property or City facilities.
2.3 Reimbursable Expenses.
Compensation may include reimbursement for actual and necessary expenditures for
reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in
advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5,
and only if specified in the Schedule of Compensation. The Contract Sum shall include the
attendance of Consultant at all project meetings reasonably deemed necessary by the City.
Coordination of the performance of the work with City is a critical component of the services. If
Consultant is required to attend additional meetings to facilitate such coordination, Consultant
shall not be entitled to any additional compensation for attending said meetings.
2.4 Invoices.
Each month Consultant shall furnish to City an original invoice, using the City template,
or in a format acceptable to the City, for all work performed and expenses incurred during the
preceding month in a form approved by City’s Director of Finance. By submitting an invoice for
payment under this Agreement, Consultant is certifying compliance with all provisions of the
Agreement. The invoice shall detail charges for all necessary and actual expenses by the
following categories: labor (by sub-category), travel, materials, equipment, supplies, and sub-
contractor contracts. Sub-contractor charges shall also be detailed by such categories. Consultant
shall not invoice City for any duplicate services performed by more than one person.
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City shall independently review each invoice submitted by the Consultant to determine
whether the work performed and expenses incurred are in compliance with the provisions of this
Agreement. Except as to any charges for work performed or expenses incurred by Consultant
which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause
Consultant to be paid within 45 (forty-five) days of receipt of Consultant’s correct and
undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run
procedures, the City cannot guarantee that payment will occur within this time period. In the
event any charges or expenses are disputed by City, the original invoice shall be returned by City
to Consultant for correction and resubmission. Review and payment by City for any invoice
provided by the Consultant shall not constitute a waiver of any rights or remedies provided
herein or any applicable law.
2.5 Waiver.
Payment to Consultant for work performed pursuant to this Agreement shall not be
deemed to waive any defects in work performed by Consultant.
ARTICLE 3. PERFORMANCE SCHEDULE
3.1 Time of Essence.
Time is of the essence in the performance of this Agreement.
3.2 Schedule of Performance.
Consultant shall commence the services pursuant to this Agreement upon receipt of a
written notice to proceed and shall perform all services within the time period(s) established in
the “Schedule of Performance” attached hereto as Exhibit “D” and incorporated herein by this
reference. When requested by the Consultant, extensions to the time period(s) specified in the
Schedule of Performance may be approved in writing by the Contract Officer through a Change
Order, but not exceeding 60 (sixty) days cumulatively.
3.3 Force Majeure.
The time period(s) specified in the Schedule of Performance for performance of the
services rendered pursuant to this Agreement shall be extended because of any delays due to
unforeseeable causes beyond the control and without the fault or negligence of the Consultant,
including, but not restricted to, acts of God or of the public enemy, unusually severe weather,
fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes,
wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant
shall within 10 (ten) days of the commencement of such delay notify the Contract Officer in
writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of
delay, and extend the time for performing the services for the period of the enforced delay when
and if in the judgment of the Contract Officer such delay is justified. The Contract Officer’s
determination shall be final and conclusive upon the parties to this Agreement. In no event shall
Consultant be entitled to recover damages against the City for any delay in the performance of
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this Agreement, however caused, Consultant’s sole remedy being extension of the Agreement
pursuant to this Section.
3.4 Term.
Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement
shall continue in full force and effect until completion of the services but not exceeding one year
from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit
“D”). The City may, in its discretion, extend the Term by one additional -year terms.
ARTICLE 4. COORDINATION OF WORK
4.1 Representatives and Personnel of Consultant.
The following principals of Consultant (“Principals”) are hereby designated as being the
principals and representatives of Consultant authorized to act in its behalf with respect to the
work specified herein and make all decisions in connection therewith:
Noah Kauffman Project Manager
(Name) (Title)
Assigned Licensed Appraiser
(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 Brandy Forbes or such person as may be designated by the
Brandy Forbes, Community Development Director. It shall be the Consultant’s responsibility to
assure that the Contract Officer is kept informed of the progress of the performance of the
services and the Consultant shall refer any decisions which must be made by City to the Contract
Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean
the approval of the Contract Officer. The Contract Officer shall have authority, if specified in
writing by the City Manager, to sign all documents on behalf of the City required hereunder to
carry out the terms of this Agreement.
4.4 Independent Consultant.
Neither the City nor any of its employees shall have any control over the manner, mode
or means by which Consultant, its agents or employees, perform the services required herein,
except as otherwise set forth herein. City shall have no voice in the selection, discharge,
supervision or control of Consultant’s employees, servants, representatives or agents, or in fixing
their number, compensation or hours of service. Consultant shall perform all services required
herein as an independent contractor of City and shall remain at all times as to City a wholly
independent contractor with only such obligations as are consistent with that role. Consultant
shall not at any time or in any manner represent that it or any of its agents or employees are
agents or employees of City. City shall not in any way or for any purpose become or be deemed
to be a partner of Consultant in its business or otherwise or a joint venturer or a member of any
joint enterprise with Consultant.
4.5 Prohibition Against Subcontracting or Assignment.
The experience, knowledge, capability and reputation of Consultant, its principals and
employees were a substantial inducement for the City to enter into this Agreement. Therefore,
Consultant shall not contract with any other entity to perform in whole or in part the services
required hereunder without the express written approval of the City; all subcontractors included
in the Proposal are deemed approved. In addition, neither this Agreement nor any interest herein
may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation
of law, whether for the benefit of creditors or otherwise, without the prior written approval of
City. Transfers restricted hereunder shall include the transfer to any person or group of persons
acting in concert of more 25% (twenty five percent) of the present ownership and/or control of
Consultant, taking all transfers into account on a cumulative basis. In the event of any such
unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No
approved transfer shall release the Consultant or any surety of Consultant of any liability
hereunder without the express consent of City.
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ARTICLE 5. INSURANCE AND INDEMNIFICATION
5.1 Insurance Coverages.
Without limiting Consultant’s indemnification of City, and prior to commencement of
any services under this Agreement, Consultant shall obtain, provide and maintain at its own
expense during the term of this Agreement, policies of insurance of the type and amounts
described below and in a form satisfactory to City.
(a)General liability insurance. Consultant shall maintain commercial general
liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01,
in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily
injury, personal injury, and property damage. The policy must include contractual liability that
has not been amended. Any endorsement restricting standard ISO “insured contract” language
will not be accepted.
(b)Automobile liability insurance. Consultant shall maintain automobile
insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury
and property damage for all activities of the Consultant arising out of or in connection with
Services to be performed under this Agreement, including coverage for any owned, hired, non-
owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each
accident.
(c)Professional liability (errors & omissions) insurance. Consultant shall
maintain professional liability insurance that covers the Services to be performed in connection
with this Agreement, in the minimum amount of $1,000,000 per claim and in the aggregate. Any
policy inception date, continuity date, or retroactive date must be before the effective date of this
Agreement and Consultant agrees to maintain continuous coverage through a period no less than
three (3) years after completion of the services required by this Agreement.
(d)Workers’ compensation insurance. Consultant shall maintain Workers’
Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at
least $1,000,000).
(e)Subcontractors. Consultant shall include all subcontractors as insureds
under its policies or shall furnish separate certificates and certified endorsements for each
subcontractor. All coverages for subcontractors shall include all of the requirements stated
herein.
(f)Additional Insurance. Policies of such other insurance, as may be required
in the Special Requirements in Exhibit “B”.
5.2 General Insurance Requirements.
(a)Proof of insurance. Consultant shall provide certificates of insurance to
City as evidence of the insurance coverage required herein, along with a waiver of subrogation
endorsement for workers’ compensation. Insurance certificates and endorsements must be
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approved by City’s Risk Manager prior to commencement of performance. Current certification
of insurance shall be kept on file with City at all times during the term of this Agreement. City
reserves the right to require complete, certified copies of all required insurance policies, at any
time.
(b)Duration of coverage. Consultant shall procure and maintain for the
duration of this Agreement insurance against claims for injuries to persons or damages to
property, which may arise from or in connection with the performance of the Services hereunder
by Consultant, its agents, representatives, employees or subconsultants.
(c)Primary/noncontributing. Coverage provided by Consultant shall be
primary and any insurance or self-insurance procured or maintained by City shall not be required
to contribute with it. The limits of insurance required herein may be satisfied by a combination
of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or
be endorsed to contain a provision that such coverage shall also apply on a primary and non-
contributory basis for the benefit of City before the City’s own insurance or self -insurance shall
be called upon to protect it as a named insured.
(d)City’s rights of enforcement. In the event any policy of insurance required
under this Agreement does not comply with these specifications or is canceled and not replaced,
City has the right but not the duty to obtain and continuously maintain the insurance it deems
necessary and any premium paid by City will be promptly reimbursed by Consultant or City will
withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City
may cancel this Agreement.
(e)Acceptable insurers. All insurance policies shall be issued by an insurance
company currently authorized by the Insurance Commissioner to transact business of insurance
or that is on the List of Approved Surplus Line Insurers in the State of California, with an
assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VI (or larger)
in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by
the City’s Risk Manager.
(f)Waiver of subrogation. All insurance coverage maintained or procured
pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or
appointed officers, agents, officials, employees and volunteers or shall specifically allow
Consultant or others providing insurance evidence in compliance with these specifications to
waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery
against City, and shall require similar written express waivers and insurance clauses from each of
its subconsultants.
(g)Enforcement of contract provisions (non-estoppel). Consultant
acknowledges and agrees that any actual or alleged failure on the part of the City to inform
Consultant of non-compliance with any requirement imposes no additional obligations on the
City nor does it waive any rights hereunder.
(h)Requirements not limiting. Requirements of specific coverage features or
limits contained in this section are not intended as a limitation on coverage, limits or other
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requirements, or a waiver of any coverage normally provided by any insurance. Specific
reference to a given coverage feature is for purposes of clarification only as it pertains to a given
issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other
coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums
shown above, the City requires and shall be entitled to coverage for the higher limits maintained
by the Consultant. Any available insurance proceeds in excess of the specified minimum limits
of insurance and coverage shall be available to the City.
(i)Notice of cancellation. Consultant agrees to oblige its insurance agent or
broker and insurers to provide to City with a 30 (thirty) day notice of cancellation (except for
nonpayment for which a 10 (ten) day notice is required) or nonrenewal of coverage for each
required coverage.
(j)Additional insured status. General liability policies shall provide or be
endorsed to provide that City and its officers, officials, employees, and agents, and volunteers
shall be additional insureds under such policies. This provision shall also apply to any
excess/umbrella liability policies.
(k)Prohibition of undisclosed coverage limitations. None of the coverages
required herein will be in compliance with these requirements if they include any limiting
endorsement of any kind that has not been first submitted to City and approved of in writing.
(l)Separation of insureds. A severability of interests provision must apply for
all additional insureds ensuring that Consultant’s insurance shall apply separately to each insured
against whom claim is made or suit is brought, except with respect to the insurer’s limits of
liability. The policy(ies) shall not contain any cross-liability exclusions.
(m)Pass through clause. Consultant agrees to ensure that its subconsultants,
subcontractors, and any other party involved with the project who is brought onto or involved in
the project by Consultant, provide the same minimum insurance coverage and endorsements
required of Consultant. Consultant agrees to monitor and review all such coverage and assumes
all responsibility for ensuring that such coverage is provided in conformity with the requirements
of this section. Consultant agrees that upon request, all agreements with consultants,
subcontractors, and others engaged in the project will be submitted to City for review.
(n)Agency’s right to revise specifications. The City reserves the right at any
time during the term of the contract to change the amounts and types of insurance required by
giving the Consultant 90 (ninety) days advance written notice of such change. If such change
results in substantial additional cost to the Consultant, the City and Consultant may renegotiate
Consultant’s compensation.
(o)Self-insured retentions. Any self-insured retentions must be declared to
and approved by City. City reserves the right to require that self-insured retentions be eliminated,
lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these
specifications unless approved by City.
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(p) Timely notice of claims. Consultant shall give City prompt and timely
notice of claims made or suits instituted that arise out of or result from Consultant’s performance
under this Agreement, and that involve or may involve coverage under any of the required
liability policies.
(q) Additional insurance. Consultant shall also procure and maintain, at its
own cost and expense, any additional kinds of insurance, which in its own judgment may be
necessary for its proper protection and prosecution of the work.
5.3 Indemnification.
To the full extent permitted by law, Consultant agrees to indemnify, defend and hold
harmless the City, its officers, employees and agents (“Indemnified Parties”) against, and will
hold and save them and each of them harmless from, any and all actions, either judicial,
administrative, arbitration or regulatory claims, damages to persons or property, losses, costs,
penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein “claims
or liabilities”) that may be asserted or claimed by any person, firm or entity arising out of or in
connection with the negligent performance of the work, operations or activities provided herein
of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or
entity for which Consultant is legally liable (“indemnitors”), or arising from Consultant’s or
indemnitors’ reckless or willful misconduct, or arising from Consultant’s or indemnitors’
negligent performance of or failure to perform any term, provision, covenant or condition of this
Agreement, and in connection therewith:
(a) Consultant will defend any action or actions filed in connection with any
of said claims or liabilities and will pay all costs and expenses, including legal costs and
attorneys’ fees incurred in connection therewith;
(b) Consultant will promptly pay any judgment rendered against the City, its
officers, agents or employees for any such claims or liabilities arising out of or in connection
with the negligent performance of or failure to perform such work, operations or activities of
Consultant hereunder; and Consultant agrees to save and hold the City, its officers, agents, and
employees harmless therefrom;
(c) In the event the City, its officers, agents or employees is made a party to
any action or proceeding filed or prosecuted against Consultant for such damages or other claims
arising out of or in connection with the negligent performance of or failure to perform the work,
operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers,
agents or employees, any and all costs and expenses incurred by the City, its officers, agents or
employees in such action or proceeding, including but not limited to, legal costs and attorneys’
fees.
Consultant shall incorporate similar indemnity agreements with its subcontractors and if
it fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and
failure of City to monitor compliance with these provisions shall not be a waiver hereof. This
indemnification includes claims or liabilities arising from any negligent or wrongful act, error or
omission, or reckless or willful misconduct of Consultant in the performance of professional
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services hereunder. The provisions of this Section do not apply to claims or liabilities occurring
as a result of City’s sole negligence or willful acts or omissions, but, to the fullest extent
permitted by law, shall apply to claims and liabilities resulting in part from City’s negligence,
except that design professionals’ indemnity hereunder shall be limited to claims and liabilities
arising out of the negligence, recklessness or willful misconduct of the design professional . The
indemnity obligation shall be binding on successors and assigns of Consultant and shall survive
termination of this Agreement.
ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION
6.1 Records.
Consultant shall keep, and require subcontractors to keep, such ledgers, books of
accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the
disbursements charged to City and services performed hereunder (the “books and records”), as
shall be necessary to perform the services required by this Agreement and enable the Contract
Officer to evaluate the performance of such services. Any and all such documents shall be
maintained in accordance with generally accepted accounting principles and shall be complete
and detailed. The Contract Officer shall have full and free access to such books and records at all
times during normal business hours of City, including the right to inspect, copy, audit and make
records and transcripts from such records. Such records shall be maintained for a period of three
(3) years following completion of the services hereunder, and the City shall have access to such
records in the event any audit is required. In the event of dissolution of Consultant’s business,
custody of the books and records may be given to City, and access shall be provided by
Consultant’s successor in interest. Notwithstanding the above, the Consultant shall fully
cooperate with the City in providing access to the books and records if a public records request is
made and disclosure is required by law including but not limited to the California Public Records
Act.
6.2 Reports.
Consultant shall periodically prepare and submit to the Contract Officer such reports
concerning the performance of the services required by this Agreement as the Contract Officer
shall require. Consultant hereby acknowledges that the City is greatly concerned about the cost
of work and services to be performed pursuant to this Agreement. For this reason, Consultant
agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that
may or will materially increase or decrease the cost of the work or services contemplated herein
or, if Consultant is providing design services, the cost of the project being designed, Consultant
shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the
estimated increased or decreased cost related thereto and, if Consultant is providing design
services, the estimated increased or decreased cost estimate for the project being designed.
6.3 Ownership of Documents.
All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes,
computer files, reports, records, documents and other materials (the “documents and materials”)
prepared by Consultant, its employees, subcontractors and agents in the performance of this
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Agreement shall be the property of City and shall be delivered to City upon request of the
Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim
for further employment or additional compensation as a result of the exercise by City of its full
rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any
use, reuse or assignment of such completed documents for other projects and/or use of
uncompleted documents without specific written authorization by the Consultant will be at the
City’s sole risk and without liability to Consultant, and Consultant’s guarantee and warranties
shall not extend to such use, reuse or assignment. Consultant may retain copies of such
documents for its own use. Consultant shall have the right to use the concepts embodied therein.
All subcontractors shall provide for assignment to City of any documents or materials prepared
by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify
City for all damages resulting therefrom. Moreover, Consultant with respect to any documents
and materials that may qualify as “works made for hire” as defined in 17 U.S.C. § 101, such
documents and materials are hereby deemed “works made for hire” for the City.
6.4 Confidentiality and Release of Information.
(a) All information gained or work product produced by Consultant in
performance of this Agreement shall be considered confidential, unless such information is in the
public domain or already known to Consultant. Consultant shall not release or disclose any such
information or work product to persons or entities other than City without prior written
authorization from the Contract Officer.
(b) Consultant, its officers, employees, agents or subcontractors, shall not,
without prior written authorization from the Contract Officer or unless requested by the City
Attorney, voluntarily provide documents, declarations, letters of support, testimony at
depositions, response to interrogatories or other information concerning the work performed
under this Agreement. Response to a subpoena or court order shall not be considered “voluntary”
provided Consultant gives City notice of such court order or subpoena.
(c) If Consultant, or any officer, employee, agent or subcontractor of
Consultant, provides any information or work product in violation of this Agreement, then City
shall have the right to reimbursement and indemnity from Consultant for any damages, costs and
fees, including attorney’s fees, caused by or incurred as a result of Consultant’s conduct.
(d) Consultant shall promptly notify City should Consultant, its officers,
employees, agents or subcontractors be served with any summons, complaint, subpoena, notice
of deposition, request for documents, interrogatories, request for admissions or other discovery
request, court order or subpoena from any party regarding this Agreement and the work
performed there under. City retains the right, but has no obligation, to represent Consultant or be
present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully
with City and to provide City with the opportunity to review any response to discovery requests
provided by Consultant. However, this right to review any such response does not imply or mean
the right by City to control, direct, or rewrite said response.
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ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION
7.1 California Law.
This Agreement shall be interpreted, construed and governed both as to validity and to
performance of the parties in accordance with the laws of the State of California. Legal actions
concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be
instituted in the Superior Court of the County of Los Angeles, State of California, or any other
appropriate court in such county, and Consultant covenants and agrees to submit to the personal
jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District
Court, venue shall lie exclusively in the Central District of California, in the County of Los
Angeles, State of California.
7.2 Disputes; Default.
In the event that Consultant is in default under the terms of this Agreement, the City shall
not have any obligation or duty to continue compensating Consultant for any work performed
after the date of default. Instead, the City may give notice to Consultant of the default and the
reasons for the default. The notice shall include the timeframe in which Consultant may cure the
default. This timeframe is 15 (fifteen) days, but may be extended, though not reduced, if
circumstances warrant. During the period of time that Consultant is in default, the City shall hold
all invoices and shall, when the default is cured, proceed with payment on the invoices. In the
alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding
invoices during the period of default. If Consultant does not cure the default, the City may take
necessary steps to terminate this Agreement under this Article. Any failure on the part of the City
to give notice of the Consultant’s default shall not be deemed to result in a waiver of the City’s
legal rights or any rights arising out of any provision of this Agreement.
7.3 Retention of Funds.
Consultant hereby authorizes City to deduct from any amount payable to Consultant
(whether or not arising out of this Agreement) (i) any amounts the payment of which may be in
dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or
damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by
reason of Consultant’s acts or omissions in performing or failing to perform Consultant’s
obligation under this Agreement. In the event that any claim is made by a third party, the amount
or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear
to be the basis for a claim of lien, City may withhold from any payment due, without liability for
interest because of such withholding, an amount sufficient to cover such claim. The failure of
City to exercise such right to deduct or to withhold shall not, however, affect the obligations of
the Consultant to insure, indemnify, and protect City as elsewhere provided herein.
7.4 Waiver.
Waiver by any party to this Agreement of any term, condition, or covenant of this
Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any
party of any breach of the provisions of this Agreement shall not constitute a waiver of any other
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provision or a waiver of any subsequent breach or violation of any provision of this Agreement.
Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of
the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by
a non-defaulting party on any default shall impair such right or remedy or be construed as a
waiver. Any waiver by either party of any default must be in writing and shall not be a waiver of
any other default concerning the same or any other provision of this Agreement.
7.5 Rights and Remedies are Cumulative.
Except with respect to rights and remedies expressly declared to be exclusive in this
Agreement, the rights and remedies of the parties are cumulative and the exercise by either party
of one or more of such rights or remedies shall not preclude the exercise by it, at the same or
different times, of any other rights or remedies for the same default or any other default by the
other party.
7.6 Legal Action.
In addition to any other rights or remedies, either party may take legal action, in law or in
equity, to cure, correct or remedy any default, to recover damages for any default, to compel
specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain
any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary
provision herein, Consultant shall file a statutory claim pursuant to Government Code Sections
905 et seq. and 910 et seq., in order to pursue a legal action under this Agreement.
7.7 Termination Prior to Expiration of Term.
This Section shall govern any termination of this Contract except as specifically provided
in the following Section for termination for cause. The City reserves the right to terminate this
Contract at any time, with or without cause, upon thirty (30) days’ written notice to Consultant,
except that where termination is due to the fault of the Consultant, the period of notice may be
such shorter time as may be determined by the Contract Officer. Upon receipt of any notice of
termination, Consultant shall immediately cease all services hereunder except such as may be
specifically approved by the Contract Officer. Consultant shall be entitled to compensation for
all services rendered prior to the effective date of the notice of termination and for any services
authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation
or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the
event of termination without cause pursuant to this Section, the City need not provide the
Consultant with the opportunity to cure pursuant to Section 7.2.
7.8 Termination for Default of Party.
If termination is due to the failure of the other Party to fulfill its obligations under this
Agreement:
(a) City may, after compliance with the provisions of Section 7.2, take over the work
and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable
to the extent that the total cost for completion of the services required hereunder exceeds the
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compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate
such damages), and City may withhold any payments to the Consultant for the purpose of set-off
or partial payment of the amounts owed the City as previously stated.
(b) Consultant may, after compliance with the provisions of Section 7.2, terminate the
Agreement upon written notice to the City‘s Contract Officer. Consultant shall be entitled to
payment for all work performed up to the date of termination.
7.9 Attorneys’ Fees.
If either party to this Agreement is required to initiate or defend or made a party to any
action or proceeding in any way connected with this Agreement, the prevailing party in such
action or proceeding, in addition to any other relief which may be granted, whether legal or
equitable, shall be entitled to reasonable attorney’s fees. Attorney’s fees shall include attorney’s
fees on any appeal, and in addition a party entitled to attorney’s fees shall be entitled to all other
reasonable costs for investigating such action, taking depositions and discovery and all other
necessary costs the court allows which are incurred in such litigation. All such fees shall be
deemed to have accrued on commencement of such action and shall be enforceable whether or
not such action is prosecuted to judgment.
ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
8.1 Non-liability of City Officers and Employees.
No officer or employee of the City shall be personally liable to the Consultant, or any
successor in interest, in the event of any default or breach by the City or for any amount which
may become due to the Consultant or to its successor, or for breach of any obligation of the
terms of this Agreement.
8.2 Conflict of Interest.
Consultant covenants that neither it, nor any officer or principal of its firm, has or shall
acquire any interest, directly or indirectly, which would conflict in any manner with the interests
of City or which would in any way hinder Consultant’s performance of services under this
Agreement. Consultant further covenants that in the performance of this Agreement, no person
having any such interest shall be employed by it as an officer, employee, agent or subcontractor
without the express written consent of the Contract Officer. Consultant agrees to at all times
avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City
in the performance of this Agreement.
No officer or employee of the City shall have any financial interest, direct or indirect, in
this Agreement nor shall any such officer or employee participate in any decision relating to the
Agreement which affects her/his financial interest or the financial interest of any corporation,
partnership or association in which (s)he is, directly or indirectly, interested, in violation of any
State statute or regulation. The Consultant warrants that it has not paid or given and will not pay
or give any third party any money or other consideration for obtaining this Agreement.
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8.3 Covenant Against Discrimination.
Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons
claiming under or through them, that there shall be no discrimination against or segregation of,
any person or group of persons on account of race, color, creed, religion, sex, gender, sexual
orientation, marital status, national origin, ancestry or other protected class in the performance of
this Agreement. Consultant shall take affirmative action to insure that applicants are employed
and that employees are treated during employment without regard to their race, color, creed,
religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other
protected class.
8.4 Unauthorized Aliens.
Consultant hereby promises and agrees to comply with all of the provisions of the Federal
Immigration and Nationality Act, 8 U.S.C. § 1101 et seq., as amended, and in connection
therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ
such unauthorized aliens for the performance of work and/or services covered by this
Agreement, and should any liability or sanctions be imposed against City for such use of
unauthorized aliens, Consultant hereby agrees to and shall reimburse City for the cost of all such
liabilities or sanctions imposed, together with any and all costs, including attorneys’ fees,
incurred by City.
ARTICLE 9. MISCELLANEOUS PROVISIONS
9.1 Notices.
Any notice, demand, request, document, consent, approval, or communication either
party desires or is required to give to the other party or any other person shall be in writing and
either served personally or sent by prepaid, first-class mail, in the case of the City, to the City
Manager and to the attention of the Contract Officer (with her/his name and City title), City of
Rancho Palos Verdes, 30940 Hawthorne Blvd., Rancho Palos Verdes, California 90275 and in
the case of the Consultant, to the person(s) at the address designated on the execution page of
this Agreement. Either party may change its address by notifying the other party of the change of
address in writing. Notice shall be deemed communicated at the time personally delivered or in
72 (seventy two) hours from the time of mailing if mailed as provided in this section.
9.2 Interpretation.
The terms of this Agreement shall be construed in accordance with the meaning of the
language used and shall not be construed for or against either party by reason of the authorship
of this Agreement or any other rule of construction which might otherwise apply.
9.3 Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed to be an
original, and such counterparts shall constitute one and the same instrument.
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9.4 Integration; Amendment.
This Agreement including the attachments hereto is the entire, complete and exclusive
expression of the understanding of the parties. It is understood that there are no oral agreements
between the parties hereto affecting this Agreement and this Agreement supersedes and cancels
any and all previous negotiations, arrangements, agreements and understandings, if any, between
the parties, and none shall be used to interpret this Agreement. No amendment to or modification
of this Agreement shall be valid unless made in writing and approved by the Consultant and by
the City Council. The parties agree that this requirement for written modifications cannot be
waived and that any attempted waiver shall be void.
9.5 Severability.
In the event that any one or more of the phrases, sentences, clauses, paragraphs, or
sections contained in this Agreement shall be declared invalid or unenforceable by a valid
judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall
not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this
Agreement which are hereby declared as severable and shall be interpreted to carry out the intent
of the parties hereunder unless the invalid provision is so material that its invalidity deprives
either party of the basic benefit of their bargain or renders this Agreement meaningless.
9.6 Warranty & Representation of Non-Collusion.
No official, officer, or employee of City has any financial interest, direct or indirect, in
this Agreement, nor shall any official, officer, or employee of City participate in any decision
relating to this Agreement which may affect his/her financial interest or the financial interest of
any corporation, partnership, or association in which (s)he is directly or indirectly interested, or
in violation of any corporation, partnership, or association in which (s)he is directly or indirectly
interested, or in violation of any State or municipal statute or regulation. The determination of
“financial interest” shall be consistent with State law and shall not include interests found to be
“remote” or “noninterests” pursuant to Government Code Sections 1091 or 1091.5. Consultant
warrants and represents that it has not paid or given, and will not pay or give, to any third party
including, but not limited to, any City official, officer, or employee, any money, consideration,
or other thing of value as a result or consequence of obtaining or being awarded any agreement.
Consultant further warrants and represents that (s)he/it has not engaged in any act(s),
omission(s), or other conduct or collusion that would result in the payment of any money,
consideration, or other thing of value to any third party including, but not limited to, any City
official, officer, or employee, as a result of consequence of obtaining or being awarded any
agreement. Consultant is aware of and understands that any such act(s), omission(s) or other
conduct resulting in such payment of money, consideration, or other thing of value will render
this Agreement void and of no force or effect.
Consultant’s Authorized Initials ______
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9.7 Corporate Authority.
The persons executing this Agreement on behalf of the parties hereto warrant that (i) such
party is duly organized and existing, (ii) they are duly authorized to execute and deliver this
Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally
bound to the provisions of this Agreement, and (iv) that entering into this Agreement does not
violate any provision of any other Agreement to which said party is bound. This Agreement shall
be binding upon the heirs, executors, administrators, successors and assigns of the parties.
[SIGNATURES ON FOLLOWING PAGE]
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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
David L. Bradley, Mayor
ATTEST:
Teresa Takaoka, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
William W. Wynder, City Attorney
CONSULTANT:
INTEGRA REALTY RESOURCES.
By:
Name: Kevin Ziegenmeyer, MAI
Title: Partner and Managing Director
By: ________________________________________
Name: Noah Kauffman
Title: Managing Director
Address: 12100 Wilshire Blvd., Suite 800
Los Angeles, CA 90025
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 A-1
EXHIBIT “A”
SCOPE OF SERVICES
I.
A. Procure appraisal services from certified residential real estate land appraiser(s)
certified in the State of California to provide appraisal services in support of the
Greater Portuguese Bend Landslide Voluntary Property Buyout Program and the
scope of work specified below. An MAI designation from the Appraisal Institute is
preferred.
Services to be provided include preparation of an estimate of the fair market value of
each parcel, prepared in accordance with the Uniform Standards for Professional
Appraisal Practice (USPAP). The estimate is to reflect the fair market value
immediately prior to the atmospheric river events which exacerbated the landslide on
the set date of December 1, 2022. The location of the properties will be within the
Greater Portuguese Bend Landslide as depicted on the attached map.
The consultant(s) shall perform appraisals for the selected properties for the Greater
Portuguese Bend Landslide Voluntary Property Buyout Program. There will be
approximately 20 homes acquired through the Buyout Program. This program is
strictly voluntary. Homeowners are not being forced to relinquish their property and
the City will not use eminent domain to acquire a property. Property owners who
have been selected to proceed with the purchase of their property may withdraw at
any time prior to closing. Therefore, there may be additional appraisals to be
conducted for properties replacing those applicants who withdraw.
Consultant(s) will be considered an extension of City staff and shall be responsible
for the successful completion of appraisals for each of the properties selected for the
Acquisition Program. If more than one consultant is selected for this work, each
individual consultant will be responsible for the properties assigned to them for
appraisals.
II. As part of the Services, Consultant will prepare and deliver the following tangible work
products to the City:
A. Property Appraisal
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. Written monthly reports, with weekly verbal reports will be provided to the City
regarding current status of each project based on the workflow below and all final
reports will be submitted in triplicate to the City.
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01203.0001/835260.1 A-2
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. Licensed Property Appraiser
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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]
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01203.0001/835260.1 C-1
EXHIBIT “C”
SCHEDULE OF COMPENSATION
I. Consultant shall perform the following tasks at the following rates:
II. Within the budgeted amounts for each Task, and with the approval of the Contract
Officer, funds may be shifted from one Task subbudget to another so long as the
Contract Sum is not exceeded per Section 2.1, unless Additional Services are
approved per Section 1.9.
III. The City will compensate Consultant for the Services performed upon submission of
a valid invoice. Each invoice is to include:
A. Line items for all personnel describing the work performed, the number of hours
worked, and the hourly rate.
B. Line items for all materials and equipment properly charged to the Services.
C. Line items for all other approved reimbursable expenses claimed, with supporting
documentation.
D. Line items for all approved subcontractor labor, supplies, equipment, materials,
and travel properly charged to the Services.
IV. The total compensation for the Services shall not exceed the Contract Sum as
provided in Section 2.1 of this Agreement.
V. The Consultant’s billing rates for all personnel are attached as Exhibit C-1.
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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. Appraisal ____45__________ 45 days from
assigned project
II. The Contract Officer may approve extensions for performance of the services in
accordance with Section 3.2. Any further extensions require City Council approval.
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01203.0001/835260.1 1
PROFESSIONAL SERVICES AGREEMENT
By and Between
CITY OF RANCHO PALOS VERDES
and
THE PROPERTY SCIENCE GROUP, INC.
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01203.0001/835260.1
AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF RANCHO PALOS VERDES AND
THE PROPERTY SCIENCE GROUP, INC.
THIS AGREEMENT FOR PROFESSIONAL SERVICES (“Agreement”) is made and
entered into on March 18, 2025 by and between the CITY OF RANCHO PALOS VERDES, a
California municipal corporation (“City”) and THE PROPERTY SCIENCE GROUP,
INC., a California C-Corporation (“Consultant”). City and Consultant may be referred to,
individually or collectively, as “Party” or “Parties.”
RECITALS
A.City has sought, by issuance of a Request for Proposals, the performance of the
services defined and described particularly in Article 1 of this Agreement.
B.Consultant, following submission of a proposal for the performance of the
services defined and described particularly in Article 1 of this Agreement, was selected by the
City to perform those services.
C.Pursuant to the City of Rancho Palos Verdes Municipal Code, City has authority
to enter into and execute this Agreement.
D.The Parties desire to formalize the selection of Consultant for performance of
those services defined and described particularly in Article 1 of this Agreement and desire that
the terms of that performance be as particularly defined and described herein.
OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants made by
the Parties and contained herein and other consideration, the value and adequacy of which are
hereby acknowledged, the parties agree as follows:
ARTICLE 1. SERVICES OF CONSULTANT
1.1 Scope of Services.
In compliance with all terms and conditions of this Agreement, the Consultant shall
provide those services specified in the “Scope of Services”, as stated in the Proposal, attached
hereto as Exhibit “A” and incorporated herein by this reference, which may be referred to herein
as the “services” or “work” hereunder. As a material inducement to the City entering into this
Agreement, Consultant represents and warrants that it has the qualifications, experience, and
facilities necessary to properly perform the services required under this Agreement in a thorough,
competent, and professional manner, and is experienced in performing the work and services
contemplated herein. Consultant shall at all times faithfully, competently and to the best of its
ability, experience and talent, perform all services described herein. Consultant covenants that it
shall follow the highest professional standards in performing the work and services required
hereunder and that all materials will be both of good quality as well as fit for the purpose
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intended. For purposes of this Agreement, the phrase “highest professional standards” shall mean
those standards of practice recognized by one or more first-class firms performing similar work
under similar circumstances.
1.2 Consultant’s Proposal.
The Scope of Service shall include the Consultant’s Proposal which shall be incorporated
herein by this reference as though fully set forth herein. In the event of any inconsistency
between the terms of such Proposal and this Agreement, the terms of this Agreement shall
govern.
1.3 Compliance with Law.
Consultant shall keep itself informed concerning, and shall render all services hereunder
in accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and
any Federal, State or local governmental entity having jurisdiction in effect at the time service is
rendered.
1.4 California Labor Law.
If the Scope of Services includes any “public work” or “maintenance work,” as those
terms are defined in California Labor Code section 1720 et seq. and California Code of
Regulations, Title 8, Section 16000 et seq., and if the total compensation is $1,000 or more,
Consultant shall pay prevailing wages for such work and comply with the requirements in
California Labor Code section 1770 et seq. and 1810 et seq., and all other applicable laws,
including the following requirements:
(a) Public Work. The Parties acknowledge that some or all of the work to be
performed under this Agreement is a “public work” as defined in Labor Code Section 1720 and
that this Agreement is therefore subject to the requirements of Division 2, Part 7, Chapter 1
(commencing with Section 1720) of the California Labor Code relating to public works contracts
and the rules and regulations established by the Department of Industrial Relations (“DIR”)
implementing such statutes. The work performed under this Agreement is subject to compliance
monitoring and enforcement by the DIR. Consultant shall post job site notices, as prescribed by
regulation.
(b) Prevailing Wages. Consultant shall pay prevailing wages to the extent
required by Labor Code Section 1771. Pursuant to Labor Code Section 1773.2, copies of the
prevailing rate of per diem wages are on file at City Hall and will be made available to any
interested party on request. By initiating any work under this Agreement, Consultant
acknowledges receipt of a copy of the DIR determination of the prevailing rate of per diem
wages, and Consultant shall post a copy of the same at each job site where work is performed
under this Agreement.
(c) Penalty for Failure to Pay Prevailing Wages. Consultant shall comply with
and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment
of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The
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Consultant shall, as a penalty to the City, forfeit $200 (two hundred dollars) for each calendar
day, or portion thereof, for each worker paid less than the prevailing rates as determined by the
DIR for the work or craft in which the worker is employed for any public work done pursuant to
this Agreement by Consultant or by any subcontractor.
(d) Payroll Records. Consultant shall comply with and be bound by the
provisions of Labor Code Section 1776, which requires Consultant and each subconsultant to:
keep accurate payroll records and verify such records in writing under penalty of perjury, as
specified in Section 1776; certify and make such payroll records available for inspection as
provided by Section 1776; and inform the City of the location of the records.
(e) Apprentices. Consultant shall comply with and be bound by the provisions
of Labor Code Sections 1777.5, 1777.6, and 1777.7 and California Code of Regulations Title 8,
Section 200 et seq. concerning the employment of apprentices on public works projects.
Consultant shall be responsible for compliance with these aforementioned Sections for all
apprenticeable occupations. Prior to commencing work under this Agreement, Consultant shall
provide City with a copy of the information submitted to any applicable apprenticeship program.
Within 60 (sixty) days after concluding work pursuant to this Agreement, Consultant and each of
its subconsultants shall submit to the City a verified statement of the journeyman and apprentice
hours performed under this Agreement.
(f) Eight-Hour Work Day. Consultant acknowledges that 8 (eight) hours labor
constitutes a legal day's work. Consultant shall comply with and be bound by Labor Code
Section 1810.
(g) Penalties for Excess Hours. Consultant shall comply with and be bound by
the provisions of Labor Code Section 1813 concerning penalties for workers who work excess
hours. The Consultant shall, as a penalty to the City, forfeit $25 (twenty five dollars for each
worker employed in the performance of this Agreement by the Consultant or by any
subcontractor for each calendar day during which such worker is required or permitted to work
more than 8 (eight) hours in any one calendar day and 40 (forty) hours in any one calendar week
in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code.
Pursuant to Labor Code section 1815, work performed by employees of Consultant in excess of 8
(eight) hours per day, and 40 (forty) hours during any one week shall be permitted upon public
work upon compensation for all hours worked in excess of 8 hours per day at not less than one
and 1½ (one and one half) times the basic rate of pay.
(h) Workers’ Compensation. California Labor Code Sections 1860 and 3700
provide that every employer will be required to secure the payment of compensation to its
employees if it has employees. In accordance with the provisions of California Labor Code
Section 1861, Consultant certifies as follows:
“I am aware of the provisions of Section 3700 of the Labor Code which require
every employer to be insured against liability for workers' compensation or to
undertake self-insurance in accordance with the provisions of that code, and I will
comply with such provisions before commencing the performance of the work of
this contract.”
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Consultant’s Authorized Initials ________
(i) Consultant’s Responsibility for Subcontractors. For every subcontractor
who will perform work under this Agreement, Consultant shall be responsible for such
subcontractor's compliance with Division 2, Part 7, Chapter 1 (commencing with Section 1720)
of the California Labor Code, and shall make such compliance a requirement in any contract
with any subcontractor for work under this Agreement. Consultant shall be required to take all
actions necessary to enforce such contractual provisions and ensure subcontractor's compliance,
including without limitation, conducting a review of the certified payroll records of the
subcontractor on a periodic basis or upon becoming aware of the failure of the subcontractor to
pay his or her workers the specified prevailing rate of wages. Consultant shall diligently take
corrective action to halt or rectify any such failure by any subcontractor.
1.5 Licenses, Permits, Fees and Assessments.
Consultant shall obtain at its sole cost and expense such licenses, permits and approvals
as may be required by law for the performance of the services required by this Agreement.
Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus
applicable penalties and interest, which may be imposed by law and arise from or are necessary
for the Consultant’s performance of the services required by this Agreement, and shall
indemnify, defend and hold harmless City, its officers, employees or agents of City, against any
such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City
hereunder.
1.6 Familiarity with Work.
By executing this Agreement, Consultant warrants that Consultant (i) has thoroughly
investigated and considered the scope of services to be performed, (ii) has carefully considered
how the services should be performed, and (iii) fully understands the facilities, difficulties and
restrictions attending performance of the services under this Agreement. If the services involve
work upon any site, Consultant warrants that Consultant has or will investigate the site and is or
will be fully acquainted with the conditions there existing, prior to commencement of services
hereunder. Should the Consultant discover any latent or unknown conditions, which will
materially affect the performance of the services hereunder, Consultant shall immediately inform
the City of such fact and shall not proceed except at Consultant’s risk until written instructions
are received from the Contract Officer in the form of a Change Order.
1.7 Care of Work.
The Consultant shall adopt reasonable methods during the life of the Agreement to
furnish continuous protection to the work, and the equipment, materials, papers, documents,
plans, studies and/or other components thereof to prevent losses or damages, and shall be
responsible for all such damages, to persons or property, until acceptance of the work by City,
except such losses or damages as may be caused by City’s own negligence.
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1.8 Further Responsibilities of Parties.
Both parties agree to use reasonable care and diligence to perform their respective
obligations under this Agreement. Both parties agree to act in good faith to execute all
instruments, prepare all documents and take all actions as may be reasonably necessary to carry
out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible
for the service of the other.
1.9 Additional Services.
City shall have the right at any time during the performance of the services, without
invalidating this Agreement, to order extra work beyond that specified in the Scope of Services
or make changes by altering, adding to or deducting from said work. No such extra work may be
undertaken unless a written Change Order is first given by the Contract Officer to the Consultant,
incorporating therein any adjustment in (i) the Contract Sum for the actual costs of the extra
work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the
written approval of the Consultant. Any increase in compensation of up to 15% (fifteen percent)
of the Contract Sum; or, in the time to perform of up to 90 (ninety) days, may be approved by the
Contract Officer through a written Change Order. Any greater increases, taken either separately
or cumulatively, must be approved by the City Council. It is expressly understood by Consultant
that the provisions of this Section shall not apply to services specifically set forth in the Scope of
Services. Consultant hereby acknowledges that it accepts the risk that the services to be provided
pursuant to the Scope of Services may be more costly or time consuming than Consultant
anticipates and that Consultant shall not be entitled to additional compensation therefor. City
may in its sole and absolute discretion have similar work done by other Consultants. No claims
for an increase in the Contract Sum or time for performance shall be valid unless the procedures
established in this Section are followed.
If in the performance of the contract scope, the Consultant becomes aware of material defects in
the scope, duration or span of the contract or the Consultant becomes aware of extenuating
circumstance that will or could prevent the completion of the contract, on time or on budget, the
Consultant shall inform the Contracting Officer of an anticipated Change Order. This proposed
change order will stipulate, the facts surrounding the issue, proposed solutions, proposed costs
and proposed schedule impacts.
1.10 Special Requirements.
Additional terms and conditions of this Agreement, if any, which are made a part hereof
are set forth in the “Special Requirements” attached hereto as Exhibit “B” and incorporated
herein by this reference. In the event of a conflict between the provisions of Exhibit “B” and any
other provisions of this Agreement, the provisions of Exhibit “B” shall govern.
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ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.
2.1 Contract Sum.
Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the
amounts specified in the “Schedule of Compensation” attached hereto as Exhibit “C” and
incorporated herein by this reference. The total compensation, including reimbursement for
actual expenses, shall not exceed $34,800 (THIRTY-FOUR THOUSAND EIGHT
HUNDRED Dollars) (the “Contract Sum”), unless additional compensation is approved
pursuant to Section 1.9. Each Appraisal shall not exceed $2,900.00 (Two Thousand Nine
Hundred Dollars)
2.2 Method of Compensation.
(a) The method of compensation may include: (i) a lump sum payment upon
completion; (ii) payment in accordance with specified tasks or the percentage of completion of
the services; (iii) payment for time and materials based upon the Consultant’s rates as specified
in the Schedule of Compensation, provided that (a) time estimates are provided for the
performance of sub tasks, and (b) the Contract Sum is not exceeded; or (iv) such other methods
as may be specified in the Schedule of Compensation.
(b) A retention of 10% shall be held from each payment as a contract retention to be
paid as part of the final payment upon satisfactory and timely completion of services. This
retention shall not apply for on-call agreements for continuous services or for agreements for
scheduled routine maintenance of City property or City facilities.
2.3 Reimbursable Expenses.
Compensation may include reimbursement for actual and necessary expenditures for
reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in
advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5,
and only if specified in the Schedule of Compensation. The Contract Sum shall include the
attendance of Consultant at all project meetings reasonably deemed necessary by the City.
Coordination of the performance of the work with City is a critical component of the services. If
Consultant is required to attend additional meetings to facilitate such coordination, Consultant
shall not be entitled to any additional compensation for attending said meetings.
2.4 Invoices.
Each month Consultant shall furnish to City an original invoice, using the City template,
or in a format acceptable to the City, for all work performed and expenses incurred during the
preceding month in a form approved by City’s Director of Finance. By submitting an invoice for
payment under this Agreement, Consultant is certifying compliance with all provisions of the
Agreement. The invoice shall detail charges for all necessary and actual expenses by the
following categories: labor (by sub-category), travel, materials, equipment, supplies, and sub-
contractor contracts. Sub-contractor charges shall also be detailed by such categories. Consultant
shall not invoice City for any duplicate services performed by more than one person.
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City shall independently review each invoice submitted by the Consultant to determine
whether the work performed and expenses incurred are in compliance with the provisions of this
Agreement. Except as to any charges for work performed or expenses incurred by Consultant
which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause
Consultant to be paid within 45 (forty-five) days of receipt of Consultant’s correct and
undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run
procedures, the City cannot guarantee that payment will occur within this time period. In the
event any charges or expenses are disputed by City, the original invoice shall be returned by City
to Consultant for correction and resubmission. Review and payment by City for any invoice
provided by the Consultant shall not constitute a waiver of any rights or remedies provided
herein or any applicable law.
2.5 Waiver.
Payment to Consultant for work performed pursuant to this Agreement shall not be
deemed to waive any defects in work performed by Consultant.
ARTICLE 3. PERFORMANCE SCHEDULE
3.1 Time of Essence.
Time is of the essence in the performance of this Agreement.
3.2 Schedule of Performance.
Consultant shall commence the services pursuant to this Agreement upon receipt of a
written notice to proceed and shall perform all services within the time period(s) established in
the “Schedule of Performance” attached hereto as Exhibit “D” and incorporated herein by this
reference. When requested by the Consultant, extensions to the time period(s) specified in the
Schedule of Performance may be approved in writing by the Contract Officer through a Change
Order, but not exceeding 60 (sixty) days cumulatively.
3.3 Force Majeure.
The time period(s) specified in the Schedule of Performance for performance of the
services rendered pursuant to this Agreement shall be extended because of any delays due to
unforeseeable causes beyond the control and without the fault or negligence of the Consultant,
including, but not restricted to, acts of God or of the public enemy, unusually severe weather,
fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes,
wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant
shall within 10 (ten) days of the commencement of such delay notify the Contract Officer in
writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of
delay, and extend the time for performing the services for the period of the enforced delay when
and if in the judgment of the Contract Officer such delay is justified. The Contract Officer’s
determination shall be final and conclusive upon the parties to this Agreement. In no event shall
Consultant be entitled to recover damages against the City for any delay in the performance of
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this Agreement, however caused, Consultant’s sole remedy being extension of the Agreement
pursuant to this Section.
3.4 Term.
Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement
shall continue in full force and effect until completion of the services but not exceeding one year
from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit
“D”). The City may, in its discretion, extend the Term by one additional -year terms.
ARTICLE 4. COORDINATION OF WORK
4.1 Representatives and Personnel of Consultant.
The following principals of Consultant (“Principals”) are hereby designated as being the
principals and representatives of Consultant authorized to act in its behalf with respect to the
work specified herein and make all decisions in connection therewith:
Brant Sheaffer Project Manager
(Name) (Title)
Assigned Licensed Appraiser
(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 Brandy Forbes or such person as may be designated by the
Brandy Forbes, Community Development Director. It shall be the Consultant’s responsibility to
assure that the Contract Officer is kept informed of the progress of the performance of the
services and the Consultant shall refer any decisions which must be made by City to the Contract
Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean
the approval of the Contract Officer. The Contract Officer shall have authority, if specified in
writing by the City Manager, to sign all documents on behalf of the City required hereunder to
carry out the terms of this Agreement.
4.4 Independent Consultant.
Neither the City nor any of its employees shall have any control over the manner, mode
or means by which Consultant, its agents or employees, perform the services required herein,
except as otherwise set forth herein. City shall have no voice in the selection, discharge,
supervision or control of Consultant’s employees, servants, representatives or agents, or in fixing
their number, compensation or hours of service. Consultant shall perform all services required
herein as an independent contractor of City and shall remain at all times as to City a wholly
independent contractor with only such obligations as are consistent with that role. Consultant
shall not at any time or in any manner represent that it or any of its agents or employees are
agents or employees of City. City shall not in any way or for any purpose become or be deemed
to be a partner of Consultant in its business or otherwise or a joint venturer or a member of any
joint enterprise with Consultant.
4.5 Prohibition Against Subcontracting or Assignment.
The experience, knowledge, capability and reputation of Consultant, its principals and
employees were a substantial inducement for the City to enter into this Agreement. Therefore,
Consultant shall not contract with any other entity to perform in whole or in part the services
required hereunder without the express written approval of the City; all subcontractors included
in the Proposal are deemed approved. In addition, neither this Agreement nor any interest herein
may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation
of law, whether for the benefit of creditors or otherwise, without the prior written approval of
City. Transfers restricted hereunder shall include the transfer to any person or group of persons
acting in concert of more 25% (twenty five percent) of the present ownership and/or control of
Consultant, taking all transfers into account on a cumulative basis. In the event of any such
unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No
approved transfer shall release the Consultant or any surety of Consultant of any liability
hereunder without the express consent of City.
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ARTICLE 5. INSURANCE AND INDEMNIFICATION
5.1 Insurance Coverages.
Without limiting Consultant’s indemnification of City, and prior to commencement of
any services under this Agreement, Consultant shall obtain, provide and maintain at its own
expense during the term of this Agreement, policies of insurance of the type and amounts
described below and in a form satisfactory to City.
(a) General liability insurance. Consultant shall maintain commercial general
liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01,
in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily
injury, personal injury, and property damage. The policy must include contractual liability that
has not been amended. Any endorsement restricting standard ISO “insured contract” language
will not be accepted.
(b) Automobile liability insurance. Consultant shall maintain automobile
insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury
and property damage for all activities of the Consultant arising out of or in connection with
Services to be performed under this Agreement, including coverage for any owned, hired, non-
owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each
accident.
(c) Professional liability (errors & omissions) insurance. Consultant shall
maintain professional liability insurance that covers the Services to be performed in connection
with this Agreement, in the minimum amount of $1,000,000 per claim and in the aggregate. Any
policy inception date, continuity date, or retroactive date must be before the effective date of this
Agreement and Consultant agrees to maintain continuous coverage through a period no less than
three (3) years after completion of the services required by this Agreement.
(d) Workers’ compensation insurance. Consultant shall maintain Workers’
Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at
least $1,000,000).
(e) Subcontractors. Consultant shall include all subcontractors as insureds
under its policies or shall furnish separate certificates and certified endorsements for each
subcontractor. All coverages for subcontractors shall include all of the requirements stated
herein.
(f) Additional Insurance. Policies of such other insurance, as may be required
in the Special Requirements in Exhibit “B”.
5.2 General Insurance Requirements.
(a) Proof of insurance. Consultant shall provide certificates of insurance to
City as evidence of the insurance coverage required herein, along with a waiver of subrogation
endorsement for workers’ compensation. Insurance certificates and endorsements must be
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approved by City’s Risk Manager prior to commencement of performance. Current certification
of insurance shall be kept on file with City at all times during the term of this Agreement. City
reserves the right to require complete, certified copies of all required insurance policies, at any
time.
(b) Duration of coverage. Consultant shall procure and maintain for the
duration of this Agreement insurance against claims for injuries to persons or damages to
property, which may arise from or in connection with the performance of the Services hereunder
by Consultant, its agents, representatives, employees or subconsultants.
(c) Primary/noncontributing. Coverage provided by Consultant shall be
primary and any insurance or self-insurance procured or maintained by City shall not be required
to contribute with it. The limits of insurance required herein may be satisfied by a combination
of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or
be endorsed to contain a provision that such coverage shall also apply on a primary and non-
contributory basis for the benefit of City before the City’s own insurance or self -insurance shall
be called upon to protect it as a named insured.
(d) City’s rights of enforcement. In the event any policy of insurance required
under this Agreement does not comply with these specifications or is canceled and not replaced,
City has the right but not the duty to obtain and continuously maintain the insurance it deems
necessary and any premium paid by City will be promptly reimbursed by Consultant or City will
withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City
may cancel this Agreement.
(e) Acceptable insurers. All insurance policies shall be issued by an insurance
company currently authorized by the Insurance Commissioner to transact business of insurance
or that is on the List of Approved Surplus Line Insurers in the State of California, with an
assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VI (or larger)
in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by
the City’s Risk Manager.
(f) Waiver of subrogation. All insurance coverage maintained or procured
pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or
appointed officers, agents, officials, employees and volunteers or shall specifically allow
Consultant or others providing insurance evidence in compliance with these specifications to
waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery
against City, and shall require similar written express waivers and insurance clauses from each of
its subconsultants.
(g) Enforcement of contract provisions (non-estoppel). Consultant
acknowledges and agrees that any actual or alleged failure on the part of the City to inform
Consultant of non-compliance with any requirement imposes no additional obligations on the
City nor does it waive any rights hereunder.
(h) Requirements not limiting. Requirements of specific coverage features or
limits contained in this section are not intended as a limitation on coverage, limits or other
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requirements, or a waiver of any coverage normally provided by any insurance. Specific
reference to a given coverage feature is for purposes of clarification only as it pertains to a given
issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other
coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums
shown above, the City requires and shall be entitled to coverage for the higher limits maintained
by the Consultant. Any available insurance proceeds in excess of the specified minimum limits
of insurance and coverage shall be available to the City.
(i) Notice of cancellation. Consultant agrees to oblige its insurance agent or
broker and insurers to provide to City with a 30 (thirty) day notice of cancellation (except for
nonpayment for which a 10 (ten) day notice is required) or nonrenewal of coverage for each
required coverage.
(j) Additional insured status. General liability policies shall provide or be
endorsed to provide that City and its officers, officials, employees, and agents, and volunteers
shall be additional insureds under such policies. This provision shall also apply to any
excess/umbrella liability policies.
(k) Prohibition of undisclosed coverage limitations. None of the coverages
required herein will be in compliance with these requirements if they include any limiting
endorsement of any kind that has not been first submitted to City and approved of in writing.
(l) Separation of insureds. A severability of interests provision must apply for
all additional insureds ensuring that Consultant’s insurance shall apply separately to each insured
against whom claim is made or suit is brought, except with respect to the insurer’s limits of
liability. The policy(ies) shall not contain any cross-liability exclusions.
(m) Pass through clause. Consultant agrees to ensure that its subconsultants,
subcontractors, and any other party involved with the project who is brought onto or involved in
the project by Consultant, provide the same minimum insurance coverage and endorsements
required of Consultant. Consultant agrees to monitor and review all such coverage and assumes
all responsibility for ensuring that such coverage is provided in conformity with the requirements
of this section. Consultant agrees that upon request, all agreements with consultants,
subcontractors, and others engaged in the project will be submitted to City for review.
(n) Agency’s right to revise specifications. The City reserves the right at any
time during the term of the contract to change the amounts and types of insurance required by
giving the Consultant 90 (ninety) days advance written notice of such change. If such change
results in substantial additional cost to the Consultant, the City and Consultant may renegotiate
Consultant’s compensation.
(o) Self-insured retentions. Any self-insured retentions must be declared to
and approved by City. City reserves the right to require that self-insured retentions be eliminated,
lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these
specifications unless approved by City.
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(p) Timely notice of claims. Consultant shall give City prompt and timely
notice of claims made or suits instituted that arise out of or result from Consultant’s performance
under this Agreement, and that involve or may involve coverage under any of the required
liability policies.
(q) Additional insurance. Consultant shall also procure and maintain, at its
own cost and expense, any additional kinds of insurance, which in its own judgment may be
necessary for its proper protection and prosecution of the work.
5.3 Indemnification.
To the full extent permitted by law, Consultant agrees to indemnify, defend and hold
harmless the City, its officers, employees and agents (“Indemnified Parties”) against, and will
hold and save them and each of them harmless from, any and all actions, either judicial,
administrative, arbitration or regulatory claims, damages to persons or property, losses, costs,
penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein “claims
or liabilities”) that may be asserted or claimed by any person, firm or entity arising out of or in
connection with the negligent performance of the work, operations or activities provided herein
of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or
entity for which Consultant is legally liable (“indemnitors”), or arising from Consultant’s or
indemnitors’ reckless or willful misconduct, or arising from Consultant’s or indemnitors’
negligent performance of or failure to perform any term, provision, covenant or condition of this
Agreement, and in connection therewith:
(a) Consultant will defend any action or actions filed in connection with any
of said claims or liabilities and will pay all costs and expenses, including legal costs and
attorneys’ fees incurred in connection therewith;
(b) Consultant will promptly pay any judgment rendered against the City, its
officers, agents or employees for any such claims or liabilities arising out of or in connection
with the negligent performance of or failure to perform such work, operations or activities of
Consultant hereunder; and Consultant agrees to save and hold the City, its officers, agents, and
employees harmless therefrom;
(c) In the event the City, its officers, agents or employees is made a party to
any action or proceeding filed or prosecuted against Consultant for such damages or other claims
arising out of or in connection with the negligent performance of or failure to perform the work,
operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers,
agents or employees, any and all costs and expenses incurred by the City, its officers, agents or
employees in such action or proceeding, including but not limited to, legal costs and attorneys’
fees.
Consultant shall incorporate similar indemnity agreements with its subcontractors and if
it fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and
failure of City to monitor compliance with these provisions shall not be a waiver hereof. This
indemnification includes claims or liabilities arising from any negligent or wrongful act, error or
omission, or reckless or willful misconduct of Consultant in the performance of professional
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services hereunder. The provisions of this Section do not apply to claims or liabilities occurring
as a result of City’s sole negligence or willful acts or omissions, but, to the fullest extent
permitted by law, shall apply to claims and liabilities resulting in part from City’s negligence,
except that design professionals’ indemnity hereunder shall be limited to claims and liabilities
arising out of the negligence, recklessness or willful misconduct of the design professional . The
indemnity obligation shall be binding on successors and assigns of Consultant and shall survive
termination of this Agreement.
ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION
6.1 Records.
Consultant shall keep, and require subcontractors to keep, such ledgers, books of
accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the
disbursements charged to City and services performed hereunder (the “books and records”), as
shall be necessary to perform the services required by this Agreement and enable the Contract
Officer to evaluate the performance of such services. Any and all such documents shall be
maintained in accordance with generally accepted accounting principles and shall be complete
and detailed. The Contract Officer shall have full and free access to such books and records at all
times during normal business hours of City, including the right to inspect, copy, audit and make
records and transcripts from such records. Such records shall be maintained for a period of three
(3) years following completion of the services hereunder, and the City shall have access to such
records in the event any audit is required. In the event of dissolution of Consultant’s business,
custody of the books and records may be given to City, and access shall be provided by
Consultant’s successor in interest. Notwithstanding the above, the Consultant shall fully
cooperate with the City in providing access to the books and records if a public records request is
made and disclosure is required by law including but not limited to the California Public Records
Act.
6.2 Reports.
Consultant shall periodically prepare and submit to the Contract Officer such reports
concerning the performance of the services required by this Agreement as the Contract Officer
shall require. Consultant hereby acknowledges that the City is greatly concerned about the cost
of work and services to be performed pursuant to this Agreement. For this reason, Consultant
agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that
may or will materially increase or decrease the cost of the work or services contemplated herein
or, if Consultant is providing design services, the cost of the project being designed, Consultant
shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the
estimated increased or decreased cost related thereto and, if Consultant is providing design
services, the estimated increased or decreased cost estimate for the project being designed.
6.3 Ownership of Documents.
All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes,
computer files, reports, records, documents and other materials (the “documents and materials”)
prepared by Consultant, its employees, subcontractors and agents in the performance of this
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Agreement shall be the property of City and shall be delivered to City upon request of the
Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim
for further employment or additional compensation as a result of the exercise by City of its full
rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any
use, reuse or assignment of such completed documents for other projects and/or use of
uncompleted documents without specific written authorization by the Consultant will be at the
City’s sole risk and without liability to Consultant, and Consultant’s guarantee and warranties
shall not extend to such use, reuse or assignment. Consultant may retain copies of such
documents for its own use. Consultant shall have the right to use the concepts embodied therein.
All subcontractors shall provide for assignment to City of any documents or materials prepared
by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify
City for all damages resulting therefrom. Moreover, Consultant with respect to any documents
and materials that may qualify as “works made for hire” as defined in 17 U.S.C. § 101, such
documents and materials are hereby deemed “works made for hire” for the City.
6.4 Confidentiality and Release of Information.
(a) All information gained or work product produced by Consultant in
performance of this Agreement shall be considered confidential, unless such information is in the
public domain or already known to Consultant. Consultant shall not release or disclose any such
information or work product to persons or entities other than City without prior written
authorization from the Contract Officer.
(b) Consultant, its officers, employees, agents or subcontractors, shall not,
without prior written authorization from the Contract Officer or unless requested by the City
Attorney, voluntarily provide documents, declarations, letters of support, testimony at
depositions, response to interrogatories or other information concerning the work performed
under this Agreement. Response to a subpoena or court order shall not be considered “voluntary”
provided Consultant gives City notice of such court order or subpoena.
(c) If Consultant, or any officer, employee, agent or subcontractor of
Consultant, provides any information or work product in violation of this Agreement, then City
shall have the right to reimbursement and indemnity from Consultant for any damages, costs and
fees, including attorney’s fees, caused by or incurred as a result of Consultant’s conduct.
(d) Consultant shall promptly notify City should Consultant, its officers,
employees, agents or subcontractors be served with any summons, complaint, subpoena, notice
of deposition, request for documents, interrogatories, request for admissions or other discovery
request, court order or subpoena from any party regarding this Agreement and the work
performed there under. City retains the right, but has no obligation, to represent Consultant or be
present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully
with City and to provide City with the opportunity to review any response to discovery requests
provided by Consultant. However, this right to review any such response does not imply or mean
the right by City to control, direct, or rewrite said response.
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ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION
7.1 California Law.
This Agreement shall be interpreted, construed and governed both as to validity and to
performance of the parties in accordance with the laws of the State of California. Legal actions
concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be
instituted in the Superior Court of the County of Los Angeles, State of California, or any other
appropriate court in such county, and Consultant covenants and agrees to submit to the personal
jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District
Court, venue shall lie exclusively in the Central District of California, in the County of Los
Angeles, State of California.
7.2 Disputes; Default.
In the event that Consultant is in default under the terms of this Agreement, the City shall
not have any obligation or duty to continue compensating Consultant for any work performed
after the date of default. Instead, the City may give notice to Consultant of the default and the
reasons for the default. The notice shall include the timeframe in which Consultant may cure the
default. This timeframe is 15 (fifteen) days, but may be extended, though not reduced, if
circumstances warrant. During the period of time that Consultant is in default, the City shall hold
all invoices and shall, when the default is cured, proceed with payment on the invoices. In the
alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding
invoices during the period of default. If Consultant does not cure the default, the City may take
necessary steps to terminate this Agreement under this Article. Any failure on the part of the City
to give notice of the Consultant’s default shall not be deemed to result in a waiver of the City’s
legal rights or any rights arising out of any provision of this Agreement.
7.3 Retention of Funds.
Consultant hereby authorizes City to deduct from any amount payable to Consultant
(whether or not arising out of this Agreement) (i) any amounts the payment of which may be in
dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or
damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by
reason of Consultant’s acts or omissions in performing or failing to perform Consultant’s
obligation under this Agreement. In the event that any claim is made by a third party, the amount
or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear
to be the basis for a claim of lien, City may withhold from any payment due, without liability for
interest because of such withholding, an amount sufficient to cover such claim. The failure of
City to exercise such right to deduct or to withhold shall not, however, affect the obligations of
the Consultant to insure, indemnify, and protect City as elsewhere provided herein.
7.4 Waiver.
Waiver by any party to this Agreement of any term, condition, or covenant of this
Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any
party of any breach of the provisions of this Agreement shall not constitute a waiver of any other
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provision or a waiver of any subsequent breach or violation of any provision of this Agreement.
Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of
the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by
a non-defaulting party on any default shall impair such right or remedy or be construed as a
waiver. Any waiver by either party of any default must be in writing and shall not be a waiver of
any other default concerning the same or any other provision of this Agreement.
7.5 Rights and Remedies are Cumulative.
Except with respect to rights and remedies expressly declared to be exclusive in this
Agreement, the rights and remedies of the parties are cumulative and the exercise by either party
of one or more of such rights or remedies shall not preclude the exercise by it, at the same or
different times, of any other rights or remedies for the same default or any other default by the
other party.
7.6 Legal Action.
In addition to any other rights or remedies, either party may take legal action, in law or in
equity, to cure, correct or remedy any default, to recover damages for any default, to compel
specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain
any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary
provision herein, Consultant shall file a statutory claim pursuant to Government Code Sections
905 et seq. and 910 et seq., in order to pursue a legal action under this Agreement.
7.7 Termination Prior to Expiration of Term.
This Section shall govern any termination of this Contract except as specifically provided
in the following Section for termination for cause. The City reserves the right to terminate this
Contract at any time, with or without cause, upon thirty (30) days’ written notice to Consultant,
except that where termination is due to the fault of the Consultant, the period of notice may be
such shorter time as may be determined by the Contract Officer. Upon receipt of any notice of
termination, Consultant shall immediately cease all services hereunder except such as may be
specifically approved by the Contract Officer. Consultant shall be entitled to compensation for
all services rendered prior to the effective date of the notice of termination and for any services
authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation
or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the
event of termination without cause pursuant to this Section, the City need not provide the
Consultant with the opportunity to cure pursuant to Section 7.2.
7.8 Termination for Default of Party.
If termination is due to the failure of the other Party to fulfill its obligations under this
Agreement:
(a) City may, after compliance with the provisions of Section 7.2, take over the work
and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable
to the extent that the total cost for completion of the services required hereunder exceeds the
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compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate
such damages), and City may withhold any payments to the Consultant for the purpose of set-off
or partial payment of the amounts owed the City as previously stated.
(b) Consultant may, after compliance with the provisions of Section 7.2, terminate the
Agreement upon written notice to the City‘s Contract Officer. Consultant shall be entitled to
payment for all work performed up to the date of termination.
7.9 Attorneys’ Fees.
If either party to this Agreement is required to initiate or defend or made a party to any
action or proceeding in any way connected with this Agreement, the prevailing party in such
action or proceeding, in addition to any other relief which may be granted, whether legal or
equitable, shall be entitled to reasonable attorney’s fees. Attorney’s fees shall include attorney’s
fees on any appeal, and in addition a party entitled to attorney’s fees shall be entitled to all other
reasonable costs for investigating such action, taking depositions and discovery and all other
necessary costs the court allows which are incurred in such litigation. All such fees shall be
deemed to have accrued on commencement of such action and shall be enforceable whether or
not such action is prosecuted to judgment.
ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
8.1 Non-liability of City Officers and Employees.
No officer or employee of the City shall be personally liable to the Consultant, or any
successor in interest, in the event of any default or breach by the City or for any amount which
may become due to the Consultant or to its successor, or for breach of any obligation of the
terms of this Agreement.
8.2 Conflict of Interest.
Consultant covenants that neither it, nor any officer or principal of its firm, has or shall
acquire any interest, directly or indirectly, which would conflict in any manner with the interests
of City or which would in any way hinder Consultant’s performance of services under this
Agreement. Consultant further covenants that in the performance of this Agreement, no person
having any such interest shall be employed by it as an officer, employee, agent or subcontractor
without the express written consent of the Contract Officer. Consultant agrees to at all times
avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City
in the performance of this Agreement.
No officer or employee of the City shall have any financial interest, direct or indirect, in
this Agreement nor shall any such officer or employee participate in any decision relating to the
Agreement which affects her/his financial interest or the financial interest of any corporation,
partnership or association in which (s)he is, directly or indirectly, interested, in violation of any
State statute or regulation. The Consultant warrants that it has not paid or given and will not pay
or give any third party any money or other consideration for obtaining this Agreement.
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8.3 Covenant Against Discrimination.
Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons
claiming under or through them, that there shall be no discrimination against or segregation of,
any person or group of persons on account of race, color, creed, religion, sex, gender, sexual
orientation, marital status, national origin, ancestry or other protected class in the performance of
this Agreement. Consultant shall take affirmative action to insure that applicants are employed
and that employees are treated during employment without regard to their race, color, creed,
religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other
protected class.
8.4 Unauthorized Aliens.
Consultant hereby promises and agrees to comply with all of the provisions of the Federal
Immigration and Nationality Act, 8 U.S.C. § 1101 et seq., as amended, and in connection
therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ
such unauthorized aliens for the performance of work and/or services covered by this
Agreement, and should any liability or sanctions be imposed against City for such use of
unauthorized aliens, Consultant hereby agrees to and shall reimburse City for the cost of all such
liabilities or sanctions imposed, together with any and all costs, including attorneys’ fees,
incurred by City.
ARTICLE 9. MISCELLANEOUS PROVISIONS
9.1 Notices.
Any notice, demand, request, document, consent, approval, or communication either
party desires or is required to give to the other party or any other person shall be in writing and
either served personally or sent by prepaid, first-class mail, in the case of the City, to the City
Manager and to the attention of the Contract Officer (with her/his name and City title), City of
Rancho Palos Verdes, 30940 Hawthorne Blvd., Rancho Palos Verdes, California 90275 and in
the case of the Consultant, to the person(s) at the address designated on the execution page of
this Agreement. Either party may change its address by notifying the other party of the change of
address in writing. Notice shall be deemed communicated at the time personally delivered or in
72 (seventy two) hours from the time of mailing if mailed as provided in this section.
9.2 Interpretation.
The terms of this Agreement shall be construed in accordance with the meaning of the
language used and shall not be construed for or against either party by reason of the authorship
of this Agreement or any other rule of construction which might otherwise apply.
9.3 Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed to be an
original, and such counterparts shall constitute one and the same instrument.
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9.4 Integration; Amendment.
This Agreement including the attachments hereto is the entire, complete and exclusive
expression of the understanding of the parties. It is understood that there are no oral agreements
between the parties hereto affecting this Agreement and this Agreement supersedes and cancels
any and all previous negotiations, arrangements, agreements and understandings, if any, between
the parties, and none shall be used to interpret this Agreement. No amendment to or modification
of this Agreement shall be valid unless made in writing and approved by the Consultant and by
the City Council. The parties agree that this requirement for written modifications cannot be
waived and that any attempted waiver shall be void.
9.5 Severability.
In the event that any one or more of the phrases, sentences, clauses, paragraphs, or
sections contained in this Agreement shall be declared invalid or unenforceable by a valid
judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall
not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this
Agreement which are hereby declared as severable and shall be interpreted to carry out the intent
of the parties hereunder unless the invalid provision is so material that its invalidity deprives
either party of the basic benefit of their bargain or renders this Agreement meaningless.
9.6 Warranty & Representation of Non-Collusion.
No official, officer, or employee of City has any financial interest, direct or indirect, in
this Agreement, nor shall any official, officer, or employee of City participate in any decision
relating to this Agreement which may affect his/her financial interest or the financial interest of
any corporation, partnership, or association in which (s)he is directly or indirectly interested, or
in violation of any corporation, partnership, or association in which (s)he is directly or indirectly
interested, or in violation of any State or municipal statute or regulation. The determination of
“financial interest” shall be consistent with State law and shall not include interests found to be
“remote” or “noninterests” pursuant to Government Code Sections 1091 or 1091.5. Consultant
warrants and represents that it has not paid or given, and will not pay or give, to any third party
including, but not limited to, any City official, officer, or employee, any money, consideration,
or other thing of value as a result or consequence of obtaining or being awarded any agreement.
Consultant further warrants and represents that (s)he/it has not engaged in any act(s),
omission(s), or other conduct or collusion that would result in the payment of any money,
consideration, or other thing of value to any third party including, but not limited to, any City
official, officer, or employee, as a result of consequence of obtaining or being awarded any
agreement. Consultant is aware of and understands that any such act(s), omission(s) or other
conduct resulting in such payment of money, consideration, or other thing of value will render
this Agreement void and of no force or effect.
Consultant’s Authorized Initials ______
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9.7 Corporate Authority.
The persons executing this Agreement on behalf of the parties hereto warrant that (i) such
party is duly organized and existing, (ii) they are duly authorized to execute and deliver this
Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally
bound to the provisions of this Agreement, and (iv) that entering into this Agreement does not
violate any provision of any other Agreement to which said party is bound. This Agreement shall
be binding upon the heirs, executors, administrators, successors and assigns of the parties.
[SIGNATURES ON FOLLOWING PAGE]
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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
David L. Bradley, Mayor
ATTEST:
Teresa Takaoka, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
William W. Wynder, City Attorney
CONSULTANT:
The Property Sciences Group, Inc.
By:
Name: Dean Huynh
Title: President
By: ________________________________________
Name: David Kim
Title: Chief Operating Officer
Address: 395 Taylor Blvd. Suite 250
Pleasant Hills, CA 94523
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 A-1
EXHIBIT “A”
SCOPE OF SERVICES
I.
A. Procure appraisal services from certified residential real estate land appraiser(s)
certified in the State of California to provide appraisal services in support of the
Greater Portuguese Bend Landslide Voluntary Property Buyout Program and the
scope of work specified below. An MAI designation from the Appraisal Institute is
preferred.
Services to be provided include preparation of an estimate of the fair market value of
each parcel, prepared in accordance with the Uniform Standards for Professional
Appraisal Practice (USPAP). The estimate is to reflect the fair market value
immediately prior to the atmospheric river events which exacerbated the landslide on
the set date of December 1, 2022. The location of the properties will be within the
Greater Portuguese Bend Landslide as depicted on the attached map.
The consultant(s) shall perform appraisals for the selected properties for the Greater
Portuguese Bend Landslide Voluntary Property Buyout Program. There will be
approximately 20 homes acquired through the Buyout Program. This program is
strictly voluntary. Homeowners are not being forced to relinquish their property and
the City will not use eminent domain to acquire a property. Property owners who
have been selected to proceed with the purchase of their property may withdraw at
any time prior to closing. Therefore, there may be additional appraisals to be
conducted for properties replacing those applicants who withdraw.
Consultant(s) will be considered an extension of City staff and shall be responsible
for the successful completion of appraisals for each of the properties selected for the
Acquisition Program. If more than one consultant is selected for this work, each
individual consultant will be responsible for the properties assigned to them for
appraisals.
II. As part of the Services, Consultant will prepare and deliver the following tangible work
products to the City:
A. Property Appraisal
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. Written monthly reports, with weekly verbal reports will be provided to the City
regarding current status of each project based on the workflow below and all final
reports will be submitted in triplicate to the City.
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01203.0001/835260.1 A-2
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. Licensed Property Appraiser
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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]
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01203.0001/835260.1 C-1
EXHIBIT “C”
SCHEDULE OF COMPENSATION
I. Consultant shall perform the following tasks at the following rates:
II. Within the budgeted amounts for each Task, and with the approval of the Contract
Officer, funds may be shifted from one Task subbudget to another so long as the
Contract Sum is not exceeded per Section 2.1, unless Additional Services are
approved per Section 1.9.
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01203.0001/835260.1 C-2
III. The City will compensate Consultant for the Services performed upon submission of
a valid invoice. Each invoice is to include:
A. Line items for all personnel describing the work performed, the number of hours
worked, and the hourly rate.
B. Line items for all materials and equipment properly charged to the Services.
C. Line items for all other approved reimbursable expenses claimed, with supporting
documentation.
D. Line items for all approved subcontractor labor, supplies, equipment, materials,
and travel properly charged to the Services.
IV. The total compensation for the Services shall not exceed the Contract Sum as
provided in Section 2.1 of this Agreement.
V. The Consultant’s billing rates for all personnel are attached as Exhibit C-1.
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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. Appraisal ____45__________ 45 days from
assigned project
II. The Contract Officer may approve extensions for performance of the services in
accordance with Section 3.2. Any further extensions require City Council approval.
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01203.0023/1058996.3 1
CITY OF RANCHO PALOS VERDES
PROFESSIONAL SERVICES AGREEMENT
FOR TITLE INSURANCE SERVICES
THIS AGREEMENT for TITLE INSURANCE SERVICES ("Agreement") is made and
entered into as of March 18, 2025, by and between CITY OF RANCHO PALOS VERDES, a
municipal corporation ("City") and FIDELITY NATIONAL TITLE COMPANY, a California
corporation (“Consultant”).
NOW, THEREFORE, the parties hereto agree as follows:
1.SERVICES OF CONSULTANT
1.1 Scope of Services. In compliance with all of the terms and conditions of this Agreement,
Consultant shall perform the work or services set forth in the "Scope of Services" attached hereto as
Exhibit "A" and incorporated herein by reference (“Scope of Services”). Consultant warrants that it has
the experience and ability to perform all work and services required hereunder and that it shall diligently
perform such work and services in a professional and satisfactory manner.
1.2 Compliance With Law. All work and services rendered hereunder shall be provided in
accordance with all ordinances, resolutions, statutes, rules, and regulations of City and any Federal, State
or local governmental agency of competent jurisdiction.
1.3 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 I 6000 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 I770 et seq. and 18 IO et seq., and all other applicable laws.
1.4 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 the Agreement.
1.5 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 (“Special Requirements”). In the event of a conf1ict between the
provisions of the Special Requirements and any other provisions of this Agreement, the Special
Requirements shall govern.
2.COMPENSATION
2.1 Contract Sum. For the services rendered pursuant to this Agreement. Consultant shall
be compensated in accordance with the "Schedule of Compensation" attached hereto as Exhibit "C"
and incorporated herein by this reference, totaling approximately Ninety-Six Thousand Dollars
($96,000)1 ("Contract Sum").
2.2 Invoices. The parties acknowledge that the services rendered pursuant to this Agreement
are primarily real estate transaction specific settlement service subject to filed or regulated fees, premiums
and charges, and, as such, will be documented on the settlement statement, which will be paid at closing
1 Contract Sum is an estimated only calculated at rates in Exhibit C based on estimate of 20 residences each at $2M.
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01203.0023/1058996.3 2
of each transaction for the acquisition of property (“Closing”) and will not otherwise be invoiced to City
(“Closing Services”).
Any services rendered pursuant to this Agreement which are not Closing Services and which are
not filed or regulated fees, premiums or charges, shall be invoiced as provided herein. Each month
Consultant shall furnish to City an original invoice for all work performed and expenses incurred during
the preceding month which would not otherwise be paid at the closing as noted above 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 contain all information
specified in Exhibit "C" and shall detail charges for all necessary and actual expenses by the following
categories as applicable: labor (by sub-category), travel, materials, equipment, supplies, and sub-
contractor contracts. Sub-contractor charges shall also be detailed by such categories. Consultant shall
not invoice City for any duplicate services performed by more than one person.
City shall independently review each invoice submitted by 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,
City will use its best efforts to cause Consultant to be paid within forty-five (45) days of receipt of
Consultant's correct and undisputed invoice; however, Consultant acknowledges and agrees that due
to City warrant run procedures, 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 of any invoice
provided by Consultant shall not constitute a waiver of any rights or remedies provided herein or any
applicable law.
2.3 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 order is first given by the Contract Officer to Consultant, incorporating therein
any adjustment in (i) the Contract Sum for the actual cost of the extra work. and/or (ii) the time to perform
this Agreement, which said adjustments are subject to the written approval of Consultant. Any increase
in compensation of up to Ten Percent (10%) of the Contract Sum but not exceeding a total contract amount
of Five Thousand Dollars ($5,000) or in the time to perform of up to sixty (60) days may be approved by
the Contract Officer. Any greater increases, taken either separately or cumulatively, must be approved by
City Council. No claim for an increase in the Contract Sum or time for performance shall be valid unless
the procedures established in this Section are followed.
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 (“Schedule of Performance”). When requested by Consultant, extensions to the time period(s)
specified in the Schedule of Performance may be approved in writing by the Contract Officer for each Service.
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 Consultant,
including, but not restricted to, acts of God or of the public enemy, unusually severe weather, tires,
earthquakes, floods, epidemics. quarantine restrictions. riots, strikes, freight embargoes, wars,
litigation, and/or acts of any governmental agency, including City, if Consultant shall within ten (10)
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01203.0023/1058996.3 3
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 City
for any delay in the performance of this Agreement, however caused, Consultant's sole remedy
being extension of the Agreement pursuant to this Section.
3.3 Term. Unless earlier terminated in accordance with Section 7.4 or 7.5 of this Agreement,
this Agreement shall continue in full force and effect until completion of the services but not exceeding one
years from the date hereof, except as otherwise provided in the Schedule of Performance . City may, in its
sole discretion, extend the Term for one additional one-(1) year term upon written notice to Consultant.
4. COORDINATION OF WORK
4.1 Representative of Consultant. Justin Hilgenberg is hereby designated as being the
representative of Consultant authorized to act on its behalf with respect to the work and services specified
herein and make all decisions in connection therewith. All personnel of Consultant and any authorized
agents shall be under the exclusive direction of the representative of Consultant. Consultant shall utilize
only competent personnel 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, and
shall keep City informed of any changes.
4.2 Contract Officer. Brandy Forbes, Community Development Director or such person as
may be designated by City Manager upon written notice to Consultant is hereby designated as being the
representative City authorized to act in its behalf with respect to the work and services specified herein
and to make all decisions in connection therewith ("Contract Officer").
4.3 Prohibition Against Assignment. Except as any affiliate of Consultant or any customary
title and escrow or closing vendor, such as title search providers, abstractors, couriers, recording agents,
or signing agents who Consultant may utilize to provide or perform tasks or elements incorporated into
the services rendered by Consultant pursuant to this Agreement, Consultant shall not contract with any
entity to perform in whole or in part the work or services required hereunder without the express written
approval of City. Neither this Agreement nor any interest herein may be assigned or transferred, voluntarily
or by operation of law, without the prior written approval of City. Any such prohibited assignment or
transfer shall be void.
4.4 Independent Consultant. Neither 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. Consultant shall perform all services required herein as an
independent contractor of City 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, or that it is a member of a joint enterprise with City.
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 0 I, in an amount
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01203.0023/1058996.3 4
not less than One Million Dollars ($1,000,000) per occurrence, Two Million Dollars ($2,000,000)
general aggregate, for bodily injury personal injury, and property damage. The policy must include
contractual liability that has not been amended. Any endorsement restricting standard ISO "insured
contract" language will not be accepted.
(b) Automobile Liability Insurance. Consultant shall maintain automobile insurance at least
as broad as Insurance Services Office form CA 00 0 I covering bodily injury and prope1ty damage
for all activities of 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 One Million Dollars ($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 One Million
Dollars ($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.
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 ce1tificates and endorsements must be approved by City's Risk
Manager prior to commencement of performance. Current certification of insurance shall be kept on
file with City at all times during the term of this Agreement. City reserves the right to require complete,
certified copies of all required insurance policies, at any time.
(b) Duration of Coverage. Consultant shall procure and maintain for the duration of this
Agreement insurance against claims for injuries to persons or damages to property, which may arise
from or in connection with the performance of the Services hereunder by Consultant, its agents,
representatives, employees or subconsultants.
(c) Primary/Noncontributing. Coverage provided by Consultant shall be primary and any
insurance or self-insurance procured or maintained by City shall not be required to contribute with it.
The limits of insurance required herein may be satisfied by a combination of primary and umbrella
or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a
provision that such coverage shall also apply on a primary and non-contributory basis for the benefit
of City before 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 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
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01203.0023/1058996.3 5
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 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 Provision. Consultant acknowledges and agrees that any
actual or alleged failure on the part of City to inform Consultant of non-compliance with any
requirement imposes no additional obligations on City nor does it waive any rights hereunder.
(h)Requirements Not Limiting. Requirements of specific coverage features or limits
contained in this section are not intended as a limitation on coverage, limits or other requirements, or
a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage
feature is for purposes of clarification only as it pe1iains 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
Consultant maintains higher limits than the minimums shown above, City requires and shall be entitled
to coverage for the higher limits maintained by Consultant. Any available insurance proceeds in
excess of the specified minimum limits of insurance and coverage shall be available to City.
(i)Notice of Cancellation. Consultant agrees to oblige its insurance agent or broker and
insurers to provide to City with a thirty (30) day notice of cancellation (except for nonpayment for
which a ten ( 1 0) 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)City’s Right to Revise Specifications. City reserves the right at any time during the term
of the contract to change the amounts and types of insurance required by giving Consultant ninety (90)
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01203.0023/1058996.3 6
days advance written notice of such change. If such change results in substantial additional cost to
Consultant, City and Consultant may renegotiate Consultant's compensation.
(o) Self-Insured Retentions. Any self-insured retentions must be declared to and approved
by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced
by a deductible. Self-insurance will not be considered to comply with these specifications unless
approved by City.
(p) Timely Notice of Claims. Consultant shall give City prompt and timely notice of claims
made or suits instituted that arise out of or result from Consultant's performance under this Agreement,
and that involve or may involve coverage under any of the required liability policies.
(q) Additional Insurance. Consultant shall also procure and maintain. at its own cost and
expense, any additional kinds of insurance. which in its own judgment may be necessary for its proper
protection and prosecution of the work.
5.3 Indemnification. To the full extent permitted by law, Consultant agrees to indemnify,
defend and hold harmless 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,
invitees, or any individual or entity for which Consultant is legally liable ("Indemnitors"), or arising from
Consultant's or Indemnitors' reckless or willful misconduct in the performance of the work under this
Agreement, or arising from Consultant's or Indemnitors' negligent performance of or failure to perform any
term, provision, covenant or condition of this Agreement, except claims or liabilities occurring as a result of
City's sole negligence or willful acts or omissions. The indemnity obligation shall be binding on successors
and assigns of Consultant and shall survive termination of this Agreement.
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 and shall keep such records for a period of three years following
completion of the services hereunder. The Contract Officer shall have reasonable access to such books
and records at all times during normal business hours of City, upon reasonable prior written request from
the Contract Officer, including the right to inspect and audit such records.
6.2 Reports. Consultant shall periodically prepare and submit to the Contract Officer such
reports as specified in Section 2.2.
6.3 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 as required to provide the Services rendered pursuant to this Agreement
or to City without prior written authorization from the Contract Officer.
(b) Consultant shall not, without prior written authorization from the Contract Officer or
unless requested by City Attorney, voluntarily provide documents, declarations, letters of support,
testimony at depositions, response to interrogatories or other information concerning the work
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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 provides any information or work product in violation of this Agreement,
then City shall have the right to seek reimbursement and indemnity from Consultant for any damages,
costs and fees, including reasonable attorneys’ fees, caused by or incurred as a result of Consultant's
conduct. Consultant shall promptly notify City, if legally permitted, should Consultant 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 thereunder. 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. .
6.4 Ownership of Documents. All non-real estate transaction specific documents, including
studies, surveys, data, notes, computer files, reports, records, drawings, specifications, maps, designs,
photographs, documents and other materials (the "documents and materials") prepared by Consultant
specifically for City in the performance of this Agreement shall be the property of City and shall be
delivered to City upon request of the Contract Officer or upon the termination of this Agreement. and
Consultant shall have no claim for further employment or additional compensation as a result of the
exercise by City of its full rights of ownership use, reuse, or assignment of the documents and materials
hereunder. Moreover, Consultant with respect to any documents and materials that may qualify as "works
made for hire" as defined in 17 U.S.C. § IO I, such documents and materials are hereby deemed "works
made for hire" for City. For clarity, City acknowledges and agrees that this Section 6.4 does not apply to
any Title Products (as defined in Section 8.3) issued in connection with this Agreement and that no Title
Product shall constitute “work product” or “works made for hire”. However, the Title Policy issued to
City at a Closing is owned by City which is the insured therein.
7.ENFORCEMENT OF AGREEMENT A DETERMINATION
7.1 California Law. This Agreement shall be interpreted, construed and governed both as to
validity and lo 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. ln 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, City shall not have any obligation or duty to continue compensating Consultant for any work
performed after the date of default. Instead, 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 presumptively thirty (30) days, but may be extended, if circumstances warrant. During
the period of time that Consultant is in default, City shall hold all invoices and shall, when the default
is cured, proceed with payment on the invoices. If Consultant does not cure the default, City may take
necessary steps to terminate this Agreement under this Article.
7.3 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 any legal action under this Agreement.
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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.
7.4 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. City
reserves the right to terminate this Contract at any time. with or without cause, upon fifteen (15) days'
written notice to Consultant, except that where termination is due to the fault of Consultant, the period
of notice may be such shorter time as may be determined by the Contract Officer. In addition, Consultant
reserves the right to terminate this Contract at any time, with or without cause, upon sixty (60) days'
written notice to City, except that where termination is due to the fault of City, the period of notice may
be such shorter time as Consultant may determine. 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. Except where Consultant has initiated termination, 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. In the event Consultant has initiated
termination, Consultant shall be entitled to compensation only for the reasonable value of the work
product actually produced hereunder, but not exceeding the compensation provided therefore in the
Schedule of Compensation. In the event of termination without cause pursuant to this Section, the
terminating party need not provide the non-terminating party with the opportunity to cure pursuant to
Section 7.2.
7.5 Termination for Default of Consultant. If termination is due to the failure of
Consultant to fulfill its obligations under this Agreement, 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
Consultant shall be liable Lo the extent that the total cost for completion of the services required
hereunder exceeds the compensation herein stipulated (provided that City shall use reasonable efforts
to mitigate such damages), and City may withhold any payments to Consultant for the purpose of set-off
or partial payment of the amounts owed City as previously stated.
8.LIABILITY
8.2 Indirect Damages. IN NO EVENT SHALL CONSULTANT BE LIABLE TO CITY FOR
ANY INCIDENTAL, EXEMPLARY, PUNITIVE, INDIRECT, SPECIAL, OR CONSEQUENTIAL
DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS OR REVENUE, SUSTAINED OR
INCURRED IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE CAUSE OF
ACTION AND EVEN IF CONSULTANT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES,
8.3 Title Product Exclusion. Notwithstanding anything in this Agreement to the contrary, this
Agreement shall not alter, affect, modify, supplement, increase or decrease any of the duties, obligations
or liability of Consultant or any issuer or title insurance underwriter with regards to any underwritten or
regulated title insurance policies, title indemnity policies, title insurance commitments, preliminary title
reports, title binders, reinsurance, closing protection letters or similarly named agreements (or applicable
law, regulation or statute imposing similar liability), title certificates, foreclosure reports, trustee sale
guarantees, UCC policies, or other title search products issued in connection with this Agreement
(collectively a “Title Product”). The duties, obligations or liability arising pursuant to or covered by any
Title Product shall be governed solely and exclusively by the terms, provisions, conditions and stipulations
of such Title Product, and any endorsements thereto.
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01203.0023/1058996.3 9
9. MISCELLANEOUS.
9.1 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 ensure 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.
9.2 Non-liability of City Officers and Employees. No officer or employee of City shall be
personally liable to Consultant, or any successor in interest. in the event of any default or breach by City
or for any amount, which may become due to Consultant or to its successor, or for breach of any obligation
of the terms of this Agreement.
9.3 Notice. Any notice, demand, request, document, consent, approval, or communication
either party desires or is required to give to the other party or any other person shall be in writing and
either served personally or sent by prepaid, first-class mail, in the case of City, to City Manager and to
the attention of the Contract Officer (with her/his name and City title), City of Rancho Palos Verdes,
30940 Hawthorne Boulevard, California 90275, and in the case of 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 patty of the change of address in writing notice shall be deemed communicated at the
time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in
this Section.
9.4 Integration; Amendment. 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. This Agreement may be amended at any time by the mutual consent
of the parties by an instrument in writing.
9.5 Severability. In the event that part of this Agreement shall be declared invalid or
unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or
unenforceability shall not affect any of the remaining portions of this Agreement which are hereby
declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the
invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain
or renders this Agreement meaningless.
9.6 Waiver. No delay or omission in the exercise of any right or remedy by non-defaulting
party on any default shall impair such right or remedy or be construed as a waiver. A party's consent
to or approval of any act by the other party requiring the patty's consent or approval shall not be deemed
to waive or render unnecessary the other party's consent to or approval of any subsequent act. Any
waiver by either party of any default must be in writing and shall not be a waiver of any other default
concerning the same or any other provision of this Agreement.
9.7 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 seek reasonable attorney's fees, whether or not the matter proceeds to judgment.
9.8 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.
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01203.0023/1058996.3 10
9.9 Counterparts. This Agreement may be executed in counterparts, each of which shall be
deemed to be an original, and such counterparts shall constitute one and the same instrument.
9.10 Warranty & Representation of No-Collusion. No official, officer, or employee of City
has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee
of City participate in any decision relating to this Agreement which may affect his/her financial interest or
the financial interest of any corporation. partnership, or association in which (s)he is directly or indirectly
interested, or in violation of any corporation. partnership, or association in which (s)he is directly or indirectly
interested. or in violation of any State or municipal statute or regulation. The determination of "financial
interest" shall be consistent with State law and shall not include interests found to be "remote" or "non -
interests" pursuant to Government Code Sections I091 or I 091.5. Consultant warrants and represents that it
has not paid or given, and will not pay or give, to any third party including, but not limited to, any City official,
officer, or employee, any money, consideration, or other thing of value as a result or consequence of obtaining
or being awarded any agreement. Consultant further warrants and represents that (s)he/it has not engaged in
any act(s), omission(s), or other conduct or collusion that would result in the payment of any money,
consideration, or other thing of value to any third pa1ty including, but not limited to, any City official, officer,
or employee, as a result of consequence of obtaining or being awarded any agreement. Consultant is aware of
and understands that any such act(s), omission(s) or other conduct resulting in such payment of money,
consideration, or other thing of value will render this Agreement void and of no force or effect.
Consultant's Authorized Initials ____
9.11 Corporate Authority. The persons executing this Agreement on behalf of Consultant
hereto warrant to City that (i) Consultant is duly organized and existing, (ii) they are duly authorized to
execute and deliver this Agreement on behalf of Consultant , (iii) by so executing this Agreement,
Consultant is formally bound to the provisions of this Agreement, and (iv) the entering into this
Agreement does not violate any provision of any other Agreement to which Consultant is bound.
9.12 Binding. This Agreement shall be binding upon the heirs, executors, administrators,
successors and assigns of the parties.
9.13 Electronic Execution. This Agreement may be executed electronically in accordance
with UETA and ESIGN using qualified third party service providers such DocuSign and AdobeSign.
9.14 Exhibits. Exhibits A, A-1, B, C & D attached hereto are incorporation herein by
reference.
[SIGNATURES ON FOLLOWING PAGE]
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01203.0023/1058996.3 11
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and
year first-above written.
REMINDER: CONSULTANT MUST INITIAL SECTION 9.10
CONSULTANT: CITY:
FIDELITY NATIONAL TITLE COMPANY,
a California corporation
By: __________________________
Print Name: ________________
Its: ___________________________
By: __________________________
Print Name: ________________
Its: ___________________________
Address:
Fidelity National Title Company
3760 Kilroy Airport Way. Unit 110
Long Beach, CA 90806
CITY OF RANCHO PALOS VERDES, a
municipal corporation
By: ______________________
ATTEST:
_______________________
Teresa Takaoka, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
By: _______________________
William W. Wynder, City Attorney
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01203.0023/1058996.3
EXHIBIT "A"
SCOPE OF SERVICES
I.Consultant will perform the following services: Insuring the title of the real property acquired by
City in support of the Greater Portuguese Bend Landslide Voluntary Property Buyout Program and the
scope of work specified below.
A.Services to be provided include title research and required title services to close on the
Acquisition Program for each parcel, prepared in accordance with the standard practices required in the
State of California. The location of the properties will be within the Greater Portuguese Bend Landslide
Area as depicted on the map attached as Exhibit A-1.
B.Consultant(s) shall perform title work for the selected properties for the Greater
Portuguese Bend Landslide Voluntary Property Buyout Program. There will be approximately 20 homes
acquired through the Buyout Program. This program is strictly voluntary. Homeowners are not being
forced to relinquish their property and City will not use eminent domain to acquire a property. Property
owners who have been selected to proceed with the purchase of their property may withdraw at any
time prior to closing. Therefore, there may be additional title work to be conducted for prope11ies
replacing those applicants who withdraw.
C.Consultant(s) will be considered an extension of City staff and shall be responsible for the
successful completion of title services for each of the prope1ties selected for the Acquisition Program. If
more than one consultant is selected for this work. each individual consultant will be responsible for the
properties assigned to them for title services.
As part of the Services, Consultant will prepare and deliver the following tangible work products to City:
II.In addition to the requirements of Section 6.2, during performance of the Services, Consultant will
keep City updated of the status of performance by delivering the following status reports:
•Preliminary Report-The initial assessment of the property's title as it currently exists, serving
as an offer for title insurance.
•Commitment - A formal statement of the title's current condition, outlining the specific terms
under which Fidelity is willing to issue coverage.
•Pro Forma Policy -A draft version of the requested title policy, showing what coverage will
look like once underwritten. This document is not yet binding.
•Title Policy - At each Closing, an ALTA standard (non-extended) owner’s policy of title
insurance shall be issued to City subject to (i) non-delinquent real estate taxes and assessment;
(ii) exceptions approved by City with the understanding that all trust deeds, mortgages, liens,
and similar encumbrances are NOT approved. (“Title Policy”)
Personnel: Name Contact Information (Phone and Email)
Title Representatives:
Ronna Luna Ronna.luna@fnf.com 310.489.5402
Grant Luna Grant.luna@fnf.com 310.480.1085
Title Officer:
Vicky Ezzell VickysTeam@fnf.com 562.951.5290
Joe Mansueto JoesTeam@fnf.com 310.620.5522
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01203.0023/1058996.3
III.All work products are subject to review and acceptance by City and must be revised by Consultant
without additional charge to City until found satisfactory and accepted by City with the issuance of a Title
Policy.
IV.Consultant will utilize the following personnel to accomplish the Services:
Title Assistants:
Paul Gonzalez Paul.Gonzalez@fnf.com 562.951.5290
Tine Gagnon Tgagnon@fnf.com 562.951.5290
Chief Title Officer: Briget Fodor Briget.fodor@fnf.com 562.951.5204
Sales Manager: Rod Gordy RGordy@fnf.com 818.437.2775
C-13
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C-14
01203.0023/1058996.3 1
EXHIBIT "B"
SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
THIS PAGE INTENTIONALLY LEFT BLAN K
C-15
01203.0023/1058996.3 1
EXHIBIT "C"
SCHEDULE OF COMPENSATION
I.Consultant shall be paid for the providing a Title Policy calculated as follows:
A.The cost of each Title Policy (as in Scope of Services Exhibit A) will vary based on the
purchase price for each property being acquired. The premium cost for each Title Policy shall be
calculated at the rate schedule below BUT discounted by 50% pursuant to Fidelity’s filed disaster rates
(Fidelity Rate Filing Section 3.13 – page 38).
B.Consultant shall provide the Preliminary Report, Title Commitment or Title Pro Forma
without additional cost as such Services are included in the premium paid for the Title Policy for a
property.
II.Additional costs may include endorsements, subescrow fees for payoff of existing trust deeds,
delivery costs, etc.
C-16
01203.0023/1058996.3 1
EXHIBIT "D"
SCHEDULE OF PERFORMANCE
I.Consultant shall deliver the following tangible work products to City by the following
dates.
A.The requested preliminary report, title commitment or proforma within five (5) days of City’s request.
B.Final Recorded Documents (including deed, lien releases, and any recorded agreements,
delivered at time of Closing)
C. Title Policy Shall be delivered within 30 days after a Closing
II.The Contract Officer may approve extensions for performance of the Services in accordance
with Section 3.2.
C-17
01203.0001/267879.5 1
CITY OF RANCHO PALOS VERDES
PROFESSIONAL SERVICES AGREEMENT FOR
ESCROW SERVICES
AGREEMENT (herein “Agreement”) is made and entered into on March 18, 2025, by
and between the CITY OF RANCHO PALOS VERDES, a municipal corporation (“City”) and
HARBORLIGHTS ESCROW INC., a California Corporation (“Consultant”).
NOW, THEREFORE, the parties hereto agree as follows:
1.SERVICES OF CONSULTANT
1.1 Scope of Services. In compliance with all of the terms and conditions of
this Agreement, the Consultant shall perform the work or services set forth in the “Scope of
Services” attached hereto as Exhibit “A” and incorporated herein by reference. Consultant
warrants that it has the experience and ability to perform all work and services required
hereunder and that it shall diligently perform such work and services in a professional and
satisfactory manner.
1.2 Compliance With Law. All work and services rendered hereunder shall
be provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of the
City and any Federal, State or local governmental agency of competent jurisdiction.
1.3 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.
1.4 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 the Agreement.
1.5 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.
2.COMPENSATION
2.1 Contract Sum. For the services rendered pursuant to this Agreement,
Consultant shall be compensated in accordance with the “Schedule of Compensation” attached
hereto as Exhibit “C” and incorporated herein by this reference, but not exceeding the maximum
contract amount of $207,000 (Two Hundred Seven Thousand Five Hundred Dollars) (“Contract
Sum”). Not to exceed $4,500 per side.
D-1
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01203.0001/267879.5
2.2 Invoices. Each month Consultant shall furnish to City an original invoice
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
contain all information specified in Exhibit “C”, and shall detail charges for all necessary and
actual expenses by the following categories: labor (by sub-category), travel, materials,
equipment, supplies, and sub-contractor contracts. Sub-contractor charges shall also be detailed
by such categories. Consultant shall not invoice City for any duplicate services performed by
more than one person.
City shall independently review each invoice submitted by the Consultant to determine
whether the work performed and expenses incurred are in compliance with the provisions of this
Agreement. Except as to any charges for work performed or expenses incurred by Consultant
which are disputed by City, City will use its best efforts to cause Consultant to be paid within
forty five (45) 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 the City of any invoice provided by the Consultant
shall not constitute a waiver of any rights or remedies provided herein or any applicable law.
2.3 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 order is first given by the
Contract Officer to the Consultant, incorporating therein any adjustment in (i) the Contract Sum
for the actual cost 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 ten percent (10%) of the Contract Sum but not exceeding a total contract amount of Five
Thousand Dollars ($5,000) or in the time to perform of up to sixty (60) days may be approved by
the Contract Officer. Any greater increases, taken either separately or cumulatively, must be
approved by the City Council. No claim for an increase in the Contract Sum or time for
performance shall be valid unless the procedures established in this Section are followed.
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 but not exceeding thirty (30) 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
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01203.0001/267879.5
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 ten (10) days of the commencement of such
delay notify the con Officer in writing of the causes of the delay. The Contract Officer shall
ascertain the facts and the extent of delay, and extend the time for performing the services for the
period of the enforced delay when and if in the judgment of the Contract Officer such delay is
justified. The Contract Officer’s determination shall be final and conclusive upon the parties to
this Agreement. In no event shall Consultant be entitled to recover damages against the City for
any delay in the performance of this Agreement, however caused, Consultant’s sole remedy
being extension of the Agreement pursuant to this Section.
3.4 Term. Unless earlier terminated in accordance with Article 7 of this
Agreement, this Agreement shall continue in full force and effect until completion of the services
but not exceeding one years from the date hereof, except as otherwise provided in the Schedule
of Performance (Exhibit “D”). [The City may, in its sole discretion, extend the Term for one
additional one-year terms.]
4. COORDINATION OF WORK
4.1 Representative of Consultant. Mary D’Ambrosi-Fujisaki is hereby
designated as being the representative of Consultant authorized to act on its behalf with respect
to the work and services specified herein and make all decisions in connection therewith. All
personnel of Consultant and any authorized agents shall be under the exclusive direction of the
representative of Consultant. Consultant shall utilize only competent personnel 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, and shall keep City informed
of any changes.
4.2 Contract Officer. Brandy Forbes, Community Development Director [or
such person as may be designated by the City Manager] is hereby designated as being the
representative the City authorized to act in its behalf with respect to the work and services
specified herein and to make all decisions in connection therewith (“Contract Officer”).
4.3 Prohibition Against Assignment. Consultant shall not contract with any
entity to perform in whole or in part the work or services required hereunder without the express
written approval of the City. Neither this Agreement nor any interest herein may be assigned or
transferred, voluntarily or by operation of law, without the prior written approval of City. Any
such prohibited assignment or transfer shall be void.
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. Consultant shall perform all
services required herein as an independent contractor of City 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, or that it is a member of a joint
enterprise with City.
5. INSURANCE AND INDEMNIFICATION
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01203.0001/267879.5
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
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.
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01203.0001/267879.5
(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 the insurance it deems necessary and any premium
paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient
to pay premium from Consultant payments. In the alternative, City may cancel this Agreement.
(e) Acceptable insurers. All insurance policies shall be issued by an insurance
company currently authorized by the Insurance Commissioner to transact business of insurance
or that is on the List of Approved Surplus Line Insurers in the State of California, with an
assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VI (or larger)
in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by
the City’s Risk Manager.
(f) Waiver of subrogation. All insurance coverage maintained or procured
pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or
appointed officers, agents, officials, employees and volunteers or shall specifically allow
Consultant or others providing insurance evidence in compliance with these specifications to
waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery
against City, and shall require similar written express waivers and insurance clauses from each of
its subconsultants.
(g) Enforcement of contract provisions (non-estoppel). Consultant
acknowledges and agrees that any actual or alleged failure on the part of the City to inform
Consultant of non-compliance with any requirement imposes no additional obligations on the
City nor does it waive any rights hereunder.
(h) Requirements not limiting. Requirements of specific coverage features or
limits contained in this section are not intended as a limitation on coverage, limits or other
requirements, or a waiver of any coverage normally provided by any insurance. Specific
reference to a given coverage feature is for purposes of clarification only as it pertains to a given
issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other
coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums
shown above, the City requires and shall be entitled to coverage for the higher limits maintained
by the Consultant. Any available insurance proceeds in excess of the specified minimum limits
of insurance and coverage shall be available to the City.
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(i) Notice of cancellation. Consultant agrees to oblige its insurance agent or
broker and insurers to provide to City with a thirty (30) day notice of cancellation (except for
nonpayment for which a ten (10) 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 ninety (90) days advance written notice of such change. If such change
results in substantial additional cost to the Consultant, the City and Consultant may renegotiate
Consultant’s compensation.
(o) Self-insured retentions. Any self-insured retentions must be declared to
and approved by City. City reserves the right to require that self-insured retentions be eliminated,
lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these
specifications unless approved by City.
(p) Timely notice of claims. Consultant shall give City prompt and timely
notice of claims made or suits instituted that arise out of or result from Consultant’s performance
under this Agreement, and that involve or may involve coverage under any of the required
liability policies.
(q) Additional insurance. Consultant shall also procure and maintain, at its
own cost and expense, any additional kinds of insurance, which in its own judgment may be
necessary for its proper protection and prosecution of the work.
5.3 Indemnification. To the full extent permitted by law, Consultant agrees to
indemnify, defend and hold harmless the City, its officers, employees and agents (“Indemnified
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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, 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, except claims or liabilities occurring as a result of City’s sole
negligence or willful acts or omissions. The indemnity obligation shall be binding on successors
and assigns of Consultant and shall survive termination of this Agreement.
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 and shall keep such
records for a period of three years following completion of the services hereunder. 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.
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 or as
the Contract Officer shall require.
6.3 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 the City without prior written
authorization from the Contract Officer.
(b) Consultant 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 the City notice of such court order
or subpoena.
(c) If Consultant provides any information or work product in violation of this
Agreement, then the 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.
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(d) Consultant shall promptly notify the City should Consultant 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 thereunder. The 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 the City and to provide the City
with the opportunity to review any response to discovery requests provided by Consultant.
6.4 Ownership of Documents. All studies, surveys, data, notes, computer
files, reports, records, drawings, specifications, maps, designs, photographs, documents and other
materials (the “documents and materials”) prepared by Consultant in the performance of this
Agreement shall be the property of the City and shall be delivered to the 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 the City of its
full rights of ownership use, reuse, or assignment of the documents and materials hereunder.
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.
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. 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 presumptively thirty (30) days, but
may be extended, 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. If Consultant does not cure the default, the City may take necessary
steps to terminate this Agreement under this Article.
7.3 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 ny
legal action under this Agreement.
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
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different times, of any other rights or remedies for the same default or any other default by the
other party.
7.4 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 fifteen (15) 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. In addition, the Consultant reserves the right to
terminate this Contract at any time, with or without cause, upon sixty (60) days’ written notice to
City, except that where termination is due to the fault of the City, the period of notice may be
such shorter time as the Consultant may determine. 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. Except where the Consultant has initiated termination, the
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. In the event the Consultant has initiated termination, the Consultant shall be entitled to
compensation only for the reasonable value of the work product actually produced hereunder, but
not exceeding the compensation provided therefore in the Schedule of Compensation Exhibit
“C”. In the event of termination without cause pursuant to this Section, the terminating party
need not provide the non-terminating party with the opportunity to cure pursuant to Section 7.2.
7.5 Termination for Default of Consultant. If termination is due to the
failure of the Consultant to fulfill its obligations under this Agreement, City may, after
compliance with the provisions of Section 7.2, take over the work and prosecute the same to
completion by contract or otherwise, and the Consultant shall be liable to the extent that the total
cost for completion of the services required hereunder exceeds the compensation herein
stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City
may withhold any payments to the Consultant for the purpose of set-off or partial payment of the
amounts owed the City as previously stated.
8. MISCELLANEOUS
8.1 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 ensure 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
8.2 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.
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8.3 Notice. Any notice, demand, request, document, consent, approval, or
communication either party desires or is required to give to the other party or any other person
shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of
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 Boulevard, 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
seventy-two (72) hours from the time of mailing if mailed as provided in this Section.
8.4 Integration; Amendment. 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. This Agreement
may be amended at any time by the mutual consent of the parties by an instrument in writing.
8.5 Severability. In the event that part of this Agreement shall be declared
invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such
invalidity or unenforceability shall not affect any of the remaining portions of this Agreement
which are hereby declared as severable and shall be interpreted to carry out the intent of the
parties hereunder unless the invalid provision is so material that its invalidity deprives either
party of the basic benefit of their bargain or renders this Agreement meaningless.
8.6 Waiver. No delay or omission in the exercise of any right or remedy by
non-defaulting party on any default shall impair such right or remedy or be construed as a
waiver. A party’s consent to or approval of any act by the other party requiring the party’s
consent or approval shall not be deemed to waive or render unnecessary the other party’s consent
to or approval of any subsequent act. Any waiver by either party of any default must be in
writing and shall not be a waiver of any other default concerning the same or any other provision
of this Agreement.
8.7 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,
whether or not the matter proceeds to judgment.
8.8 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.
8.9 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.
8.10 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
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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 _______
8.11 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) the
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 The Following Page]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date and year first-above written.
CITY:
CITY OF RANCHO PALOS VERDES, a
municipal corporation
David L. Bradley, Mayor
ATTEST:
Teresa Takaoka, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
William W. Wynder, City Attorney
CONSULTANT:
HARBOR LIGHTS ESCROW INC.
By:
Name: Mary D’Ambrosi-Fujisaki
Title: President
By:
Name: Mary D’Ambrosi-Fujisaki
Title: Chief Financial Officer
Address: 28924 S. Western Ave., Suite 106
Rancho Palos Verdes, CA 90275
Two corporate officer signatures required when Consultant is a corporation, with one signature required
from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2)
Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT’S
SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE
INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR
OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT’S BUSINESS ENTITY.
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EXHIBIT “A”
SCOPE OF SERVICES
I. Consultant will perform the following services:
To procure escrow services from a licensed escrow company(ies) certified in the State of
California to provide necessary research and escrow services in support of the Greater
Portuguese Bend Landslide Voluntary Property Buyout Program and the scope of work
specified below.
Services to be provided include escrow services required to close on the Acquisition
Program for each parcel, prepared in accordance with the standard practices required in
the State of California. The location of the properties will be within the Greater
Portuguese Bend Landslide as depicted on the attached map.
The consultant(s) shall perform escrow work for the selected properties for the Greater
Portuguese Bend Landslide Voluntary Property Buyout Program. There will be
approximately 20 homes acquired through the Buyout Program. This program is strictly
voluntary. Homeowners are not being forced to relinquish their property and the City will
not use eminent domain to acquire a property. Property owners who have been selected to
proceed with the purchase of their property may withdraw at any time prior to closing.
Therefore, there may be additional escrow work to be conducted for properties replacing
those applicants who withdraw.
The consultant(s) will be considered an extension of City staff and shall be responsible
for the successful completion of escrow services for each of the properties selected for
the Acquisition Program. If more than one consultant is selected for this work, each
individual consultant will be responsible for the properties assigned to them for escrow
services.
As part of the Services, Consultant will prepare and deliver the following tangible
work products to the City:
A. Final closing package to the City including signed documents and closing
statement for each Property in the Greater Portuguese Bend Landslide Voluntary
Property Buyout Program.
II. In addition to the requirements of Section 6.2, during performance of the Services,
Consultant will keep the City updated of the status of performance by delivering the
following status reports: N/A
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III. All work products are 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.
IV. Consultant will utilize the following personnel to accomplish the Services:
A. Mary D’Ambrosi-Fujisaki
B. Laura Turner
C. Lorena Christie
D. Annette Kaio
E. Eileen A. Rech
EXHIBIT “B”
SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
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EXHIBIT “C”
SCHEDULE OF COMPENSATION
I. Consultant shall perform the following Services at the following rates:
A. Escrow Services for the City of Rancho Palos Verdes Greater Portuguese Bend
Landslide Voluntary Property Buyout Program. Not-to-exceed $4,500 per side.
II. A retention of ten percent (10%) shall be held from each payment as a contract
retention to be paid as a part of the final payment upon satisfactory completion of
services. N/A
III. Within the budgeted amounts for each Task, and with the approval of the Contract
Officer, funds may be shifted from one Task subbudget to another so long as the
Contract Sum is not exceeded per Section 2.1, unless Additional Services are
approved per Section 2.3.
IV. The City will compensate Consultant for the Services performed upon submission of
a valid invoice. Each invoice is to include:
A. Line items for all 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.
V. The total compensation for the Services shall not exceed the Contract Sum as
provided in Section 2.1 of this Agreement.
VI. Consultant’s billing rates for all personnel are attached as Exhibit C-1.
A. Harbor Lights Escrow fees are based on the sales price. A $250 base fee plus
$2.50 per $1,000 of the sales prices each to the City of Rancho Palos Verdes and to the
seller Not-to-exceed $4,500 per side.
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EXHIBIT “D”
SCHEDULE OF PERFORMANCE
I. Consultant shall perform all services timely in accordance with the following
schedule:
II. Consultant shall deliver the following tangible work products to the City by the
following dates.
A. 10 days after opening Escrow provides a final closing package to the City including
signed documents and closing statement for each property.
B. Provide final closing package to the seller including signed documents, 1099 & 593 tax
forms and closing statement.
III. The Contract Officer may approve extensions for performance of the services in
accordance with Section 3.2.
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