CC SR 20260120 H - Ratify PW Contract Extensions
CITY COUNCIL MEETING DATE: 01/20/2026
AGENDA REPORT AGENDA HEADING: Consent Calendar
AGENDA TITLE:
Consider ratifying amendments to Public Works Agreements previously approved by the
City Council.
RECOMMENDED COUNCIL ACTION:
(1) Ratify term extensions, initially approved by the Public Works Department, for the
following Public Works Agreements previously approved by the City Council with
optional term extensions:
a. National Utility Locators, LLC. (utility locating and field marking) – extending
original 1-year term by 2 years
b. Graffiti Protective Coatings, Inc. (graffiti removal) – extending original 3-
year term by 3 years
c. Permitech Solutions, formally Telecom Law Firm (wireless communications
regulatory review) – extending original 3-year term by 2 years
d. Fehr & Peers (transportation and traffic engineering) – extending original 4-
year term by 1 year
e. General Technologies and Solutions, LLC (transportation and traffic
engineering) – extending original 4-year term by 1 year
f. Kittelson & Associates, Inc. (transportation and traffic engineering) –
extending original 4-year term by 1 year
(2) Approve an increase to the not-to-exceed limits to account for anticipated
expenditures with the extended working terms for the following two Public Works
Agreements:
a. National Utility Locators, LLC – Increase from $42,000 for the original 1-
year term to $126,000 to account for the additional 2-year term.
b. Graffiti Protective Coating, Inc. – Increase from $216,000 for the original 3-
year term to $432,000 to account for the additional 3-year term.
FISCAL IMPACT: There is no fiscal impact to ratifying amendments to the term
extensions for the previously City Council-approved Publico Works
Agreements as these are on-call contracts whereby the City issues
task orders/assignments as the need arises and there is no
obligation for the City to issue any task orders/assignments. Any
costs associated with services arising from these agreement
extensions will be defined in individual task orders/assignments and
funded by specific City Council approved capital project or operating
budgets, when needed. Additionally, there are no change in rates,
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outside of the allowable CPI increases established in the original
agreement, and there is no change to the total not-to-exceed
compensation. Based on the usage to date of these on-call
agreements, as well as the expected future usage over the course of
the term extension, Staff do not anticipate exceeding the originally
established not-to-exceed limits. In the event the City Council
chooses not to approve any future year budget amounts, the City is
under no obligation to issue any task orders/assignments for these
agreements, and they may be cancelled by the City at any time with
no penalty.
There is no fiscal impact in FY 2025-26 from increasing the limits for
the National Utility Locators, LLC. and Graffiti Protective Coating,
Inc. agreements as the annual agreement amounts of $42,000 and
$72,000, respectively, are included in the FY 2025-26 Adopted
Budget. The fiscal impact for FY 2026-27 will be $42,000 for National
Utility Locators, LLC. and $72,000 for Graffiti Protective Coating,
Inc., which will be proposed for City Council consideration as part of
the FY 2026-27 budget. In the event the City Council chooses not to
approve those budget amounts, the future years of the extensions
may be cancelled at any time without penalty (Article 7.7 of the
agreements), and Staff can issue new Requests for Proposals with
revised scopes based on a budget acceptable to the City Council.
VR
Amount Budgeted: $690, 200
Additional Appropriation: N/A
Account Number(s): 101-400-3110-5101 $443,200
(General Fund – PW Admin – Prof & Tech)
101-400-3180-5201 $247,000
(General Fund – Street Landscape Maint. –
Repairs & Maint.) VR
ORIGINATED BY: Brandon Mesker, Associate Engineer
Deanna Fraley, PE, Principal Engineer
REVIEWED BY: Ramzi Awwad, Director of Public Works
APPROVED BY: Ara Mihranian, AICP, City Manager
ATTACHED SUPPORTING DOCUMENTS:
A. National Utility Locators Extension Letter and Original Agreement (page A-1)
B. National Utility Locators Amendment 1 (page B-1)
C. Graffiti Protective Coatings Extension Letter and Original Agreement (page C-
1)
D. Graffiti Protective Coatings Amendment 1 (page D-1)
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E. Telecom Law Firm Extension Letter and Original Agreement (page E-1)
F. Fehr & Peers Extension Letter and Original Agreement (page F-1)
G. General Technologies and Solutions, LLC, Extension Letter and Original
Agreement (page G-1)
H. Kittleson & Associates, Inc., Extension Letter and Original Agreement (page
H-1)
BACKGROUND:
As a department in a contract city, Public Works does not have the capacity in -house to
perform all functions within its area of responsibility. Therefore, the City relies on outside
vendors to provide many services.
In the interest of efficiency, the Public Works Department often uses multi-year
agreements with an initial term (typically three years), and optional extension years by
mutual consent (typically one to three years). This means that when an agreement
reaches the end of the initial term, if the firm has performed satisfactorily, Staff may extend
the term of the agreement using the same conditions of the existing agreement.
Agreement extensions with satisfactorily performing firms are in the best interest of the
City because they reduce Staff time spent soliciting proposals, reviewing qualifications,
evaluating proposals, negotiating fees, agreeing to contract terms, and awarding new
agreements. This allows Staff to instead use its limited time to focus on project delivery
by significantly reducing repeated solicitations of proposals for similar work.
If there is mutual consent to extend an agreement, the process for implementing the
extension depends upon whether there are any changes to the original agreement. If
there are any changes to the total compensation or other stipulations of the agreement
not within the authority of the City Manager, an amendment must be approved by the City
Council. If there are no changes to the total compensation or stipulations within the
authority of the City Manager; a letter extension may be issued by Staff effectuatin g the
extension.
To ensure that costs associated with additional agreement years are fair and reasonable,
there is typically a stipulation in the original agreement that rates may only be increased
by Consumer Price Index (CPI) for optional extensions. Otherwise, rates are negotiated
based on a comparison of other vendors performing similar work under similar conditions.
Agreements with outside vendors are a mechanism by which to carry out work, but they
cannot be used unless the City Council first appropriates a project budget or operating
budget.
DISCUSSION:
Over the past two years, Staff have extended several Public Works Agreements by letter
as follows:
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• National Utility Locators
o Extended original 1-year term (July 2, 2024 to July 2, 2025) by 2 years to
July 2, 2027.
• Graffiti Protective Coatings, Inc.
o Extended original 3-year term (July 1, 2022 to July 1, 2025) by 3 years to
July 1, 2028.
• Telecom Law Firm (Now PermiTech)
o Extended original 3-year term (December 21, 2021 to December 21,
2024) by 2 years to December 21, 2026.
• Fehr & Peers
o Extended original 4-year term (December 21, 2021 to December 21,
2025) by 1-year to December 21, 2026.
• General Technologies and Solutions
o Extended original 4-year term (December 21, 2021 to December 21,
2025) by 1-year to December 21, 2026.
• Kittleson & Associates, Inc.
o Extended original 4-year term (December 21, 2021 to December 21,
2025) by 1-year to December 21, 2026.
According to the City Attorney, term extensions that do not involve an increase in the City
Council approved total compensation do not require City Council approval and can be
executed through administrative action by letter extensions. However, in the interest of
utmost transparency, Staff are bringing these term extensions to the City Council for
ratification rather than relying solely on administrative execution. Ratification provides
public transparency and affirms Council’s oversight role in long-term contractual
relationships. This approach also strengthens the City’s audit and public record trail and
reaffirms that all expenditures under these agreements remain subject to City Council-
approved budget appropriations.
Initially, Staff extended terms for two agreements (National Utility Locators and Graffiti
Protective Coatings) with no increase to the annual costs; however, Staff have since
recognized that because the total compensation amount approved by the City Council
has increased due the additional term, City Council approval of the new total
compensation amount is necessary, as follows:
• National Utility Locators, LLC. – Increase from $42,000 for the original 1-year
term to $126,000 to account for the additional 2-year term.
• Graffiti Protective Coating, Inc. – Increase from $216,000 for the original 3-year
term to $432,000 to account for the additional 3-year term.
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Based on the projected workload, Staff do not anticipate exceeding the original not -to-
exceed limits for Permitech Solutions, Fehr & Peers, General Technologies and
Solutions, LLC., and Kittleson & Associates, Inc., agreements; therefore, an increase to
the City Council approved total compensation is not needed. Staff are requesting City
Council approval of the new total compensation amount for the entire course of the new
agreement term for National Utility Locators, LLC. and Graffiti Protective Coating, Inc.
At the expiration of all extensions, Staff will solicit new proposals to initiate a new set of
on-call agreements with pre-qualified firms.
ALTERNATIVES:
In addition to the Staff recommendations, the following alternative action is available for
the City Council's consideration:
1. Do not ratify the agreement extensions and direct Staff to extend agreements by
letter without City Council ratification.
2. Do not ratify the agreement extensions and direct Staff to solicit new proposals
for the services. This action may result in a delay to certain projects and City
services.
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PROFESSIONAL SERVICES AGREEMENT
By and Between
CITY OF RANCHO PALOS VERDES
and
NATIONAL UTILITY LOCATORS
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AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF RANCHO PALOS VERDES AND
NATIONAL UTILITY LOCATORS
THIS AGREEMENT FOR PROFESSIONAL SERVICES (“Agreement”) is made
and entered into on July 2, 2024 by and between the CITY OF RANCHO PALOS VERDES, a
California municipal corporation (“City”) and NATIONAL UTILITY LOCATORS, a limited
liability 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 Services, the Contractor becomes aware of material defects
in the Scope of Work, duration, or span of the Services, or the Contractor becomes aware of
extenuating circumstance that will or could prevent the completion of the Services, on time or on
budget, the Contractor shall inform the City’s Contract Officer of an anticipated Change Order.
This proposed change order will stipulate the facts surrounding the issue, proposed solutions,
proposed costs, and proposed schedule impacts.
1.10 Special Requirements.
Additional terms and conditions of this Agreement, if any, which are made a part hereof
are set forth in the “Special Requirements” attached hereto as Exhibit “B” and incorporated
herein by this reference. In the event of a conflict between the provisions of Exhibit “B” and any
other provisions of this Agreement, the provisions of Exhibit “B” shall govern.
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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 $42,000 (Forty Two Thousand Dollars) (the “Contract
Sum”), unless additional compensation is approved pursuant to Section 1.9.
2.2 Method of Compensation.
a) The method of compensation may include: (i) a lump sum payment upon
completion; (ii) payment in accordance with specified tasks or the percentage of completion of
the services; (iii) payment for time and materials based upon the Consultant’s rates as specified
in the Schedule of Compensation, provided that (a) time estimates are provided for the
performance of sub tasks, and (b) the Contract Sum is not exceeded; or (iv) such other methods
as may be specified in the Schedule of Compensation.
b) A retention of 10% shall be held from each payment as a contract retention to be
paid as part of the final payment upon satisfactory and timely completion of services. This
retention shall not apply for on-call agreements for continuous services or for agreements for
scheduled routine maintenance of City property or City facilities.
2.3 Reimbursable Expenses.
Compensation may include reimbursement for actual and necessary expenditures for
reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in
advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5,
and only if specified in the Schedule of Compensation. The Contract Sum shall include the
attendance of Consultant at all project meetings reasonably deemed necessary by the City.
Coordination of the performance of the work with City is a critical component of the services. If
Consultant is required to attend additional meetings to facilitate such coordination, Consultant
shall not be entitled to any additional compensation for attending said meetings.
2.4 Invoices.
Each month Consultant shall furnish to City an original invoice, using the City template,
or in a format acceptable to the City, for all work performed and expenses incurred during the
preceding month in a form approved by City’s Director of Finance. By submitting an invoice for
payment under this Agreement, Consultant is certifying compliance with all provisions of the
Agreement. The invoice shall detail charges for all necessary and actual expenses by the
following categories: labor (by sub-category), travel, materials, equipment, supplies, and sub-
contractor contracts. Sub-contractor charges shall also be detailed by such categories. Consultant
shall not invoice City for any duplicate services performed by more than one person.
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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,
except as otherwise provided in the Schedule of Performance (Exhibit “D”). City and Consultant
may extend the Agreement for up to two years.
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:
Mark Baghdassarian Owner
It is expressly understood that the experience, knowledge, capability and reputation of the
foregoing principals were a substantial inducement for City to enter into this Agreement.
Therefore, the foregoing principals shall be responsible during the term of this Agreement for
directing all activities of Consultant and devoting sufficient time to personally supervise the
services hereunder. All personnel of Consultant, and any authorized agents, shall at all times be
under the exclusive direction and control of the Principals. For purposes of this Agreement, the
foregoing Principals may not be replaced nor may their responsibilities be substantially reduced
by Consultant without the express written approval of City. Additionally, Consultant shall utilize
only the personnel included in the Proposal to perform services pursuant to this Agreement.
Consultant shall make every reasonable effort to maintain the stability and continuity of
Consultant’s staff and subcontractors, if any, assigned to perform the services required under this
Agreement. Consultant shall notify City of any changes in Consultant’s staff and subcontractors,
if any, assigned to perform the services required under this Agreement, prior to and during any
such performance. City shall have the right to approve or reject any proposed replacement
personnel, which approval shall not be unreasonably withheld.
4.2 Status of Consultant.
Consultant shall have no authority to bind City in any manner, or to incur any obligation,
debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless
such authority is expressly conferred under this Agreement or is otherwise expressly conferred in
writing by City. Consultant shall not at any time or in any manner represent that Consultant or
any of Consultant’s officers, employees, or agents are in any manner officials, officers,
employees or agents of City. Neither Consultant, nor any of Consultant’s officers, employees or
agents, shall obtain any rights to retirement, health care or any other benefits which may
otherwise accrue to City’s employees. Consultant expressly waives any claim Consultant may
have to any such rights.
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4.3 Contract Officer.
The Contract Officer shall be such person as may be designated by the Director of Public
Works. It shall be the Consultant’s responsibility to assure that the Contract Officer is kept
informed of the progress of the performance of the services and the Consultant shall refer any
decisions which must be made by City to the Contract Officer. Unless otherwise specified herein,
any approval of City required hereunder shall mean the approval of the Contract Officer. The
Contract Officer shall have authority, if specified in writing by the City Manager, to sign all
documents on behalf of the City required hereunder to carry out the terms of this Agreement.
4.4 Independent Consultant.
Neither the City nor any of its employees shall have any control over the manner, mode
or means by which Consultant, its agents or employees, perform the services required herein,
except as otherwise set forth herein. City shall have no voice in the selection, discharge,
supervision or control of Consultant’s employees, servants, representatives or agents, or in fixing
their number, compensation or hours of service. Consultant shall perform all services required
herein as an independent contractor of City and shall remain at all times as to City a wholly
independent contractor with only such obligations as are consistent with that role. Consultant
shall not at any time or in any manner represent that it or any of its agents or employees are
agents or employees of City. City shall not in any way or for any purpose become or be deemed
to be a partner of Consultant in its business or otherwise or a joint venturer or a member of any
joint enterprise with Consultant.
4.5 Prohibition Against Subcontracting or Assignment.
The experience, knowledge, capability and reputation of Consultant, its principals and
employees were a substantial inducement for the City to enter into this Agreement. Therefore,
Consultant shall not contract with any other entity to perform in whole or in part the services
required hereunder without the express written approval of the City; all subcontractors included
in the Proposal are deemed approved. In addition, neither this Agreement nor any interest herein
may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation
of law, whether for the benefit of creditors or otherwise, without the prior written approval of
City. Transfers restricted hereunder shall include the transfer to any person or group of persons
acting in concert of more 25% (twenty five percent) of the present ownership and/or control of
Consultant, taking all transfers into account on a cumulative basis. In the event of any such
unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No
approved transfer shall release the Consultant or any surety of Consultant of any liability
hereunder without the express consent of City.
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
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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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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
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
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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.
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.
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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
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
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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
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
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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.
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
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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
provision or a waiver of any subsequent breach or violation of any provision of this Agreement.
Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of
the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by
a non-defaulting party on any default shall impair such right or remedy or be construed as a
waiver. Any waiver by either party of any default must be in writing and shall not be a waiver of
any other default concerning the same or any other provision of this Agreement.
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7.5 Rights and Remedies are Cumulative.
Except with respect to rights and remedies expressly declared to be exclusive in this
Agreement, the rights and remedies of the parties are cumulative and the exercise by either party
of one or more of such rights or remedies shall not preclude the exercise by it, at the same or
different times, of any other rights or remedies for the same default or any other default by the
other party.
7.6 Legal Action.
In addition to any other rights or remedies, either party may take legal action, in law or in
equity, to cure, correct or remedy any default, to recover damages for any default, to compel
specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain
any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary
provision herein, Consultant shall file a statutory claim pursuant to Government Code Sections
905 et seq. and 910 et seq., in order to pursue a legal action under this Agreement.
7.7 Termination Prior to Expiration of Term.
This Section shall govern any termination of this Contract except as specifically provided
in the following Section for termination for cause. The City reserves the right to terminate this
Contract at any time, with or without cause, upon thirty (30) days’ written notice to Consultant,
except that where termination is due to the fault of the Consultant, the period of notice may be
such shorter time as may be determined by the Contract Officer. Upon receipt of any notice of
termination, Consultant shall immediately cease all services hereunder except such as may be
specifically approved by the Contract Officer. Consultant shall be entitled to compensation for
all services rendered prior to the effective date of the notice of termination and for any services
authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation
or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the
event of termination without cause pursuant to this Section, the City need not provide the
Consultant with the opportunity to cure pursuant to Section 7.2.
7.8 Termination for Default of Party.
If termination is due to the failure of the other Party to fulfill its obligations under this
Agreement:
a) City may, after compliance with the provisions of Section 7.2, take over the work
and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable
to the extent that the total cost for completion of the services required hereunder exceeds the
compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate
such damages), and City may withhold any payments to the Consultant for the purpose of set-off
or partial payment of the amounts owed the City as previously stated.
b) Consultant may, after compliance with the provisions of Section 7.2, terminate the
Agreement upon written notice to the City‘s Contract Officer. Consultant shall be entitled to
payment for all work performed up to the date of termination.
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7.9 Attorneys’ Fees.
If either party to this Agreement is required to initiate or defend or made a party to any
action or proceeding in any way connected with this Agreement, the prevailing party in such
action or proceeding, in addition to any other relief which may be granted, whether legal or
equitable, shall be entitled to reasonable attorney’s fees. Attorney’s fees shall include attorney’s
fees on any appeal, and in addition a party entitled to attorney’s fees shall be entitled to all other
reasonable costs for investigating such action, taking depositions and discovery and all other
necessary costs the court allows which are incurred in such litigation. All such fees shall be
deemed to have accrued on commencement of such action and shall be enforceable whether or
not such action is prosecuted to judgment.
ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
8.1 Non-liability of City Officers and Employees.
No officer or employee of the City shall be personally liable to the Consultant, or any
successor in interest, in the event of any default or breach by the City or for any amount which
may become due to the Consultant or to its successor, or for breach of any obligation of the
terms of this Agreement.
8.2 Conflict of Interest.
Consultant covenants that neither it, nor any officer or principal of its firm, has or shall
acquire any interest, directly or indirectly, which would conflict in any manner with the interests
of City or which would in any way hinder Consultant’s performance of services under this
Agreement. Consultant further covenants that in the performance of this Agreement, no person
having any such interest shall be employed by it as an officer, employee, agent or subcontractor
without the express written consent of the Contract Officer. Consultant agrees to at all times
avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City
in the performance of this Agreement.
No officer or employee of the City shall have any financial interest, direct or indirect, in
this Agreement nor shall any such officer or employee participate in any decision relating to the
Agreement which affects her/his financial interest or the financial interest of any corporation,
partnership or association in which (s)he is, directly or indirectly, interested, in violation of any
State statute or regulation. The Consultant warrants that it has not paid or given and will not pay
or give any third party any money or other consideration for obtaining this Agreement.
8.3 Covenant Against Discrimination.
Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons
claiming under or through them, that there shall be no discrimination against or segregation of,
any person or group of persons on account of race, color, creed, religion, sex, gender, sexual
orientation, marital status, national origin, ancestry or other protected class in the performance of
this Agreement. Consultant shall take affirmative action to insure that applicants are employed
and that employees are treated during employment without regard to their race, color, creed,
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religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other
protected class.
8.4 Unauthorized Aliens.
Consultant hereby promises and agrees to comply with all of the provisions of the Federal
Immigration and Nationality Act, 8 U.S.C. § 1101 et seq., as amended, and in connection
therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ
such unauthorized aliens for the performance of work and/or services covered by this
Agreement, and should any liability or sanctions be imposed against City for such use of
unauthorized aliens, Consultant hereby agrees to and shall reimburse City for the cost of all such
liabilities or sanctions imposed, together with any and all costs, including attorneys’ fees,
incurred by City.
ARTICLE 9. MISCELLANEOUS PROVISIONS
9.1 Notices.
Any notice, demand, request, document, consent, approval, or communication either
party desires or is required to give to the other party or any other person shall be in writing and
either served personally or sent by prepaid, first-class mail, in the case of the City, to the City
Manager and to the attention of the Contract Officer (with her/his name and City title), City of
Rancho Palos Verdes, 30940 Hawthorne Blvd., Rancho Palos Verdes, California 90275 and in
the case of the Consultant, to the person(s) at the address designated on the execution page of
this Agreement. Either party may change its address by notifying the other party of the change of
address in writing. Notice shall be deemed communicated at the time personally delivered or in
72 (seventy two) hours from the time of mailing if mailed as provided in this section.
9.2 Interpretation.
The terms of this Agreement shall be construed in accordance with the meaning of the
language used and shall not be construed for or against either party by reason of the authorship
of this Agreement or any other rule of construction which might otherwise apply.
9.3 Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed to be an
original, and such counterparts shall constitute one and the same instrument.
9.4 Integration; Amendment.
This Agreement including the attachments hereto is the entire, complete and exclusive
expression of the understanding of the parties. It is understood that there are no oral agreements
between the parties hereto affecting this Agreement and this Agreement supersedes and cancels
any and all previous negotiations, arrangements, agreements and understandings, if any, between
the parties, and none shall be used to interpret this Agreement. No amendment to or modification
of this Agreement shall be valid unless made in writing and approved by the Consultant and by
Docusign Envelope ID: 5B402716-5023-40D6-AE1D-F26D87C5C4D7
A-21
20
the City Council. The parties agree that this requirement for written modifications cannot be
waived and that any attempted waiver shall be void.
9.5 Severability.
In the event that any one or more of the phrases, sentences, clauses, paragraphs, or
sections contained in this Agreement shall be declared invalid or unenforceable by a valid
judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall
not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this
Agreement which are hereby declared as severable and shall be interpreted to carry out the intent
of the parties hereunder unless the invalid provision is so material that its invalidity deprives
either party of the basic benefit of their bargain or renders this Agreement meaningless.
9.6 Warranty & Representation of Non-Collusion.
No official, officer, or employee of City has any financial interest, direct or indirect, in
this Agreement, nor shall any official, officer, or employee of City participate in any decision
relating to this Agreement which may affect his/her financial interest or the financial interest of
any corporation, partnership, or association in which (s)he is directly or indirectly interested, or
in violation of any corporation, partnership, or association in which (s)he is directly or indirectly
interested, or in violation of any State or municipal statute or regulation. The determination of
financial interest” shall be consistent with State law and shall not include interests found to be
remote” or “noninterests” pursuant to Government Code Sections 1091 or 1091.5. Consultant
warrants and represents that it has not paid or given, and will not pay or give, to any third party
including, but not limited to, any City official, officer, or employee, any money, consideration,
or other thing of value as a result or consequence of obtaining or being awarded any agreement.
Consultant further warrants and represents that (s)he/it has not engaged in any act(s),
omission(s), or other conduct or collusion that would result in the payment of any money,
consideration, or other thing of value to any third party including, but not limited to, any City
official, officer, or employee, as a result of consequence of obtaining or being awarded any
agreement. Consultant is aware of and understands that any such act(s), omission(s) or other
conduct resulting in such payment of money, consideration, or other thing of value will render
this Agreement void and of no force or effect.
Consultant’s Authorized Initials _______
9.7 Corporate Authority.
The persons executing this Agreement on behalf of the parties hereto warrant that (i) such
party is duly organized and existing, (ii) they are duly authorized to execute and deliver this
Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally
bound to the provisions of this Agreement, and (iv) that entering into this Agreement does not
violate any provision of any other Agreement to which said party is bound. This Agreement shall
be binding upon the heirs, executors, administrators, successors and assigns of the parties.
SIGNATURES ON FOLLOWING PAGE]
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21
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date and year first-above written.
CITY:
CITY OF RANCHO PALOS VERDES, a
municipal corporation
John Cruikshank, Mayor
ATTEST:
Teresa Takaoka, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
Elena Q. Gerli, City Attorney
CONSULTANT:
NATIONAL UTILITY LOCATORS, a limited
liability company
Name: Mark Baghdassarian
Title: Owner
2010 W. Ave. K, #375
Lancaster, CA 93536
Two corporate officer signatures required when Consultant is a corporation, with one signature required
from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2)
Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT’S
SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE
INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR
OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT’S BUSINESS ENTITY.
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01203.0006/989304.3 A-1
EXHIBIT “A”
SCOPE OF SERVICES
I. Consultant will provide all labor, materials, and equipment and will perform the
following DigAlert Services:
o Monitoring, responding to, and closing out all tickets from DigAlert, on a daily
basis, for all City-owned storm drains, traffic signal conduits, and Abalone Cove
area sewer lines. Services include locating and marking City of Rancho Palos
Verdes owned utilities.
Screen incoming DigAlert requests/tickets and call contractors to get
additional information about their planned excavations, as needed.
Close out tickets that are not in conflict with City utilities and notify
contractors.
Schedule and dispatch personnel, and perform locating and marking of
City utilities that are in conflict with excavation activities.
o Processing and electronic filing of reports.
Quarterly reports documenting all locating work performed including
photo documentation.
Quarterly reports documenting all tickets closed out that did not require
field locating utilities.
o Utility mark-out, including mobilization, as necessary.
II. As part of the Services, Consultant will prepare and deliver the following tangible work
products to the City:
A. Monthly administrative reports
B. Monthly certified payroll
In addition to the requirements of Section 6.2, during performance of the Services,
Consultant will keep the City appraised of the status of performance by delivering the
following status reports: (see II, above)
III. 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.
IV. Consultant will utilize the following personnel to accomplish the Services:
NA
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01203.0006/989304.3 B-1
EXHIBIT “B”
SPECIAL REQUIREMENTS
Superseding Contract Boilerplate)
intentionally left blank]
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01203.0006/989304.3 C-1
EXHIBIT “C”
SCHEDULE OF COMPENSATION
I. Consultant shall perform the Services for a monthly fee of $3,500.
Assumptions:
Work will be performed Monday through Friday 7am to 4pm. If requested by the City,
overtime and/or weekend or night work will incur an additional cost of $225 per locate.
Costs include up to 40 field investigations per month and field investigations in excess of
40 per month will incur an additional cost of $115 per field investigation.
Typical field investigation includes up to 400 linear feet of a work area and every 400
linear feet above the initial 400 feet will be considered an additional field investigation.
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, as applicable:
A. Line items for all personnel describing the work performed, the number of hours
worked, and the hourly rate.
B. Line items for all materials and equipment properly charged to the Services.
C. Line items for all other approved reimbursable expenses claimed, with supporting
documentation.
D. Line items for all approved subcontractor labor, supplies, equipment, materials,
and travel properly charged to the Services.
IV. The total compensation for the Services shall not exceed the Contract Sum as
provided in Section 2.1 of this Agreement.
V. The Consultant’s billing rates for all personnel are attached as Exhibit C-1. NOT
APPLICABLE
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01203.0006/989304.3 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. Response to All
DigAlert Tickets
Within 24 hours Ongoing
B. Field Locate Utilities, as
Necessary
Within 48 hours Ongoing
II. Consultant shall deliver the following tangible work products to the City by the
following dates.
A. Quarterly Reports
B. Certified Payrolls
III. The Contract Officer may approve extensions for performance of the services in
accordance with Section 3.2. Any further extensions require City Council approval.
Docusign Envelope ID: 5B402716-5023-40D6-AE1D-F26D87C5C4D7
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Certificate Of Completion
Envelope Id: 5B402716502340D6AE1DF26D87C5C4D7 Status: Completed
Subject: Complete with Docusign: RPV - Nat'l Utility Locators PSA 6.20.24(989304.3).pdf
Source Envelope:
Document Pages: 26 Signatures: 4 Envelope Originator:
Certificate Pages: 5 Initials: 2 Brandon Mesker
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
30940 Hawthorne Blvd.
Rancho Palos Verdes, CA 90275
bmesker@rpvca.gov
IP Address: 72. 34.97.146
Record Tracking
Status: Original
7/15/2024 1:24:21 PM
Holder: Brandon Mesker
bmesker@rpvca.gov
Location: DocuSign
Signer Events Signature Timestamp
Mark Baghdassarian
mark@nationalutilitylocators.com
Owner
National utility Locators LLC
Security Level: Email, Account Authentication
None)
Signature Adoption: Drawn on Device
Using IP Address: 174.243.148.80
Signed using mobile
Sent: 7/15/2024 1:32:33 PM
Viewed: 7/15/2024 1:45:13 PM
Signed: 7/15/2024 1:45:31 PM
Electronic Record and Signature Disclosure:
Accepted: 7/15/2024 1:45:13 PM
ID: e22618b0-027e-492b-9810-380718c68f12
Elena Q. Gerli
egerli@awattorneys.com
City Attorney
Security Level: Email, Account Authentication
None)Signature Adoption: Pre-selected Style
Using IP Address: 50.112.162.3
Sent: 7/15/2024 1:45:33 PM
Viewed: 7/15/2024 3:07:13 PM
Signed: 7/15/2024 3:07:31 PM
Electronic Record and Signature Disclosure:
Accepted: 7/15/2024 3:07:13 PM
ID: 08a6e8b8-8570-41d8-b551-a8481b841594
John Cruikshank
john.cruikshank@rpvca.gov
Mayor
Security Level: Email, Account Authentication
None)Signature Adoption: Pre-selected Style
Using IP Address: 172.119.57.203
Sent: 7/15/2024 3:07:32 PM
Viewed: 7/15/2024 3:13: 29 PM
Signed: 7/15/2024 3:13:39 PM
Electronic Record and Signature Disclosure:
Accepted: 7/15/2024 3:13:29 PM
ID: 7cc0e796-6864-47fa-9774-e34968bc67e1
Teresa Takaoka
terit@rpvca.gov
Security Level: Email, Account Authentication
None)
Signature Adoption: Drawn on Device
Using IP Address: 72.34.97.146
Sent: 7/15/2024 3:13:41 PM
Viewed: 7/15/2024 4:47:47 PM
Signed: 7/15/2024 4:48:07 PM
Electronic Record and Signature Disclosure:
Accepted: 7/15/2024 4:47:47 PM
ID: 3ac5785b-deb5-4fc2-96c1-3c82d5de8c50
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In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Ramzi Awwad
rawwad@rpvca.gov
Director of Public Works
City of Rancho Palos Verdes
Security Level: Email, Account Authentication
None)
Sent: 7/15/2024 4:48:08 PM
Electronic Record and Signature Disclosure:
Accepted: 3/2/2023 10:45:19 AM
ID: 3242b72d-4755-489d-8e5f-7c62dc360470
City Clerk
cityclerk@rpvca.gov
Security Level: Email, Account Authentication
None)
Sent: 7/15/2024 4:48:09 PM
Viewed: 7/19/2024 2:24:30 PM
Electronic Record and Signature Disclosure:
Accepted: 2/1/2023 3:10:58 PM
ID: 505eed45-7ed0-4db8-aae6-ef6eedfef03d
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 7/15/2024 1:32:33 PM
Certified Delivered Security Checked 7/15/2024 4:47:47 PM
Signing Complete Security Checked 7/15/2024 4:48:07 PM
Completed Security Checked 7/15/2024 4:48:09 PM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
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ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, City of Rancho Palos Verdes (we, us or Company) may be required by law to
provide to you certain written notices or disclosures. Described below are the terms and
conditions for providing to you such notices and disclosures electronicall y through the DocuSign
system. Please read the information below carefully and thoroughly, and if you can access this
information electronically to your satisfaction and agree to this Electronic Record and Signature
Disclosure (ERSD), please confirm your agreement by selecting the check-box next to ‘I agree to
use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign
system.
Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available
electronically to you by us. You will have the ability to download and print documents we send
to you through the DocuSign system during and immediately after the signing session and, if you
elect to create a DocuSign account, you may access the documents for a limited period of time
usually 30 days) after such documents are first sent to you. After such time, if you wish for us to
send you paper copies of any such documents from our office to you, you will be charged a
0.00 per-page fee. You may request delivery of such paper copies from us by following the
procedure described below.
Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time
change your mind and tell us that thereafter you want to receive required notices and disclosures
only in paper format. How you must inform us of your decision to receive future notices and
disclosure in paper format and withdraw your consent to receive notices and disclosures
electronically is described below.
Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the
speed at which we can complete certain steps in transactions with you and delivering services to
you because we will need first to send the required notices or disclosures to you in paper format,
and then wait until we receive back from you your acknowledgment of your receipt of such
paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to
receive required notices and consents electronically from us or to sign electronically documents
from us.
All notices and disclosures will be sent to you electronically
Electronic Record and Signature Disclosure created on: 6/15/2021 5:55:39 PM
Parties agreed to: Mark Baghdassarian, Elena Q. Gerli, John Cruikshank, Teresa Takaoka, Ramzi Awwad, City Clerk
A-30
Unless you tell us otherwise in accordance with the procedures described herein, we will provide
electronically to you through the DocuSign system all required notices, disclosures,
authorizations, acknowledgements, and other documents that are required to be provided or made
available to you during the course of our relationship with you. To reduce the chance of you
inadvertently not receiving any notice or disclosure, we prefer to provide all of the required
notices and disclosures to you by the same method and to the same address that you have given
us. Thus, you can receive all the disclosures and notices electronically or in paper format through
the paper mail delivery system. If you do not agree with this process, please let us know as
described below. Please also see the paragraph immediately above that describes the
consequences of your electing not to receive delivery of the notices and disclosures
electronically from us.
How to contact City of Rancho Palos Verdes:
You may contact us to let us know of your changes as to how we may contact you electronically,
to request paper copies of certain information from us, and to withdraw your prior consent to
receive notices and disclosures electronically as follows:
To contact us by email send messages to: terit@rpvca.gov
To advise City of Rancho Palos Verdes of your new email address
To let us know of a change in your email address where we should send notices and disclosures
electronically to you, you must send an email message to us at terit@rpvca.gov and in the body
of such request you must state: your previous email address, your new email address. We do not
require any other information from you to change your email address.
If you created a DocuSign account, you may update it with your new email address through your
account preferences.
To request paper copies from City of Rancho Palos Verdes
To request delivery from us of paper copies of the notices and disclosures previously provided
by us to you electronically, you must send us an email to terit@rpvca.gov and in the body of
such request you must state your email address, full name, mailing address, and telephone
number. We will bill you for any fees at that time, if any.
To withdraw your consent with City of Rancho Palos Verdes
To inform us that you no longer wish to receive future notices and disclosures in electronic
format you may:
A-31
i. decline to sign a document from within your signing session, and on the subsequent page,
select the check-box indicating you wish to withdraw your consent, or you may;
ii. send us an email to terit@rpvca.gov and in the body of such request you must state your
email, full name, mailing address, and telephone number. We do not need any other information
from you to withdraw consent.. The consequences of your withdrawing consent for online
documents will be that transactions may take a longer time to process..
Required hardware and software
The minimum system requirements for using the DocuSign system may change over time. The
current system requirements are found here: https://support.docusign.com/guides/signer-guide-
signing-system-requirements.
Acknowledging your access and consent to receive and sign documents electronically
To confirm to us that you can access this information electronically, which will be similar to
other electronic notices and disclosures that we will provide to you, please confirm that you have
read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for
your future reference and access; or (ii) that you are able to email this ERSD to an email address
where you will be able to print on paper or save it for your future reference and access. Further,
if you consent to receiving notices and disclosures exclusively in electronic format as described
herein, then select the check-box next to ‘I agree to use electronic records and signatures’ before
clicking ‘CONTINUE’ within the DocuSign system.
By selecting the check-box next to ‘I agree to use electronic records and signatures’, you confirm
that:
You can access and read this Electronic Record and Signature Disclosure; and
You can print on paper this Electronic Record and Signature Disclosure, or save or send
this Electronic Record and Disclosure to a location where you can print it, for future
reference and access; and
Until or unless you notify City of Rancho Palos Verdes as described above, you consent
to receive exclusively through electronic means all notices, disclosures, authorizations,
acknowledgements, and other documents that are required to be provided or made
available to you by City of Rancho Palos Verdes during the course of your relationship
with City of Rancho Palos Verdes.
A-32
01203.0006 2077651.1 1/7/2026
1
FIRST AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF RANCHO PALOS VERDES AND NATIONAL UTILITY
LOCATORS
This FIRST AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT (the "First
Amendment") is made and entered into this twentieth day of January, 2026, by and between the CITY
OF RANCHO PALOS VERDES, a municipal corporation (herein "City") and NATIONAL
UTILITY LOCATORS, a limited liability corporation (herein "Consultant”).
RECITALS
WHEREAS, City and Consultant entered into that certain Agreement entitled "Agreement for
Professional Services Between the City of Rancho Palos Verdes and National Utility Locators" (the
Agreement") on or about July 2, 2024; and
WHEREAS, on May 19, 2025, City and Consultant agreed to extend the contract term by two
2) years through July 2, 2027; and
WHEREAS, it is now the desire of the City and the Consultant to amend the Agreement, as set
forth in this First Amendment to increase the contract sum by $84,000 (Eighty Four Thousand Dollars)
not to exceed $42,000 (Forty Two Thousand Dollars) per year.
AGREEMENT
NOW, THEREFORE, it hereby agreed that the Agreement is amended in the following
particulars only:
SECTION 2. Section 2.1 of the Agreement, “Contract Sum” is amended to increase the
Contract Sum by $84,000 (Eighty Four Thousand Dollars) (the “Contract Sum”) and not to exceed an
amount of $42,000 (Forty Two Thousand Dollars) per year.
SECTION 5. Except as expressly provided for in this First Amendment all other provisions of
the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed and entered into this First Amendment
as of the date first written above.
CITY:
CITY OF RANCHO PALOS VERDES, a municipal
corporation
By: _________________________________
Paul Seo, Mayor
Docusign Envelope ID: C26245BE-F883-4BC3-A40A-2A36E6B565C6
B-1
01203.0006 2077651.1 1/7/2026
2
ATTEST:
Teresa Takaoka, City Clerk
APPROVED AS TO FORM:
William W. Wynder, City Attorney
CONSULTANT:
NATIONAL UTILITY LOCATORS, a limited liability
company
By: ________________________________
Name: Mark Baghdassarian
Title: Owner
END OF SIGNATURES]
Docusign Envelope ID: C26245BE-F883-4BC3-A40A-2A36E6B565C6
B-2
C-1
PROFESSIONAL SERVICES AGREEMENT
By and Between
CITY OF RANCHO PALOS VERDES
and
GRAFFITI PROTECTIVE COATINGS,INC.
01203 0001/787954 4 1 C-2
AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF RANCHO PALOS VERDES AND
GRAFFITI PROTECTIVE COATINGS,INC.
THIS AGREEMENT FOR PROFESSIONAL SERVICES (herein "Agreement") is made
and entered into on nly I , 2022, by and between the CITY OF RANCHO PALOS
VERDES, a California municipal corporation ("City") and Graffiti Protective Coatings, Inc , a
California corporation ("Consultant") City and Consultant may be referred to, individually or
collectively, as "Party"or"Parties"
RECITALS
A City has sought, by issuance of a Request for Proposals, the performance of the
services defined and described particularly m 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 authonty
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 m a thorough,
competent, and professional manner, and is experienced m 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 descnbed herein Consultant covenants that it
shall follow the highest professional standards m performing the work and services required
hereunder and that all matenals will be both of good quality as well as fit for the purpose
01203 0001/787954 4 C-3
intended For purposes of this Agreement, the phrase "highest professional standards" shall mean
those standards of practice recogmzed 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
13 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 seg , 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 seg 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 Department of Industrial Relations(DIR)determination of
the prevailing rate of per diem wages, and Consultant shall post a copy of the same at each job
site where work is performed under this Agreement
c) Penalty for Failure to Pay Prevailing Wages Consultant shall comply with
and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment
of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages The
01203 0001/787954 4 2 C-4
Consultant shall, as a penalty to the City, forfeit $200 (two hundred dollars) for each calendar
day, or portion thereof, for each worker paid less than the prevailing rates as determined by the
DIR for the work or craft m 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 venfy such records in wntmg 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 m 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 (forthy) 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 1 V2
one and one half)times the basic rate of pay
h) Workers' Compensation California Labor Code Sections 1860 and 3700
provide that every employer will be required to secure the payment of compensation to its
employees if it has employees In accordance with the provisions of California Labor Code
Section 1861, Consultant certifies as follows
I am aware of the provisions of Section 3700 of the Labor Code which require
every employer to be insured against liability for workers' compensation or to
undertake self-insurance in accordance with the provisions of that code, and I will
comply with such provisions before commencing the performance of the work of
this contract"
01203 0001/787954 4 3 C-5
e,Consultant's Authonzed 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 penodic 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 Famiharnty 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 (inn) fully understands the facilities, difficulties and
restnctions 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, pnor 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 nsk until wntten 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, matenals, papers, documents,
plans, studies and/or other components thereof to prevent losses or damages, and shall be
responsible for all such damages, to persons or property, until acceptance of the work by City,
except such losses or damages as may be caused by City's own negligence
01203 0001/787954 4 4 C-6
1.8 Further Responsibilities of Parties.
Both parties agree to use reasonable care and diligence to perform their respective
obligations under this Agreement Both parties agree to act in good faith to execute all
instruments, prepare all documents and take all actions as may be reasonably necessary to carry
out the purposes of this Agreement Unless hereafter specified, neither party shall be responsible
for the service of the other
1.9 Additional Services.
City shall have the nght 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% of the Contract
Sum, or, in the time to perform of up to 90 (ninety) days, may be approved by the Contract
Officer through a written Change Order Any greater increases, taken either separately or
cumulatively, must be approved by the City Council It is expressly understood by Consultant
that the provisions of this Section shall not apply to services specifically set forth in the Scope of
Services Consultant hereby acknowledges that it accepts the risk that the services to be provided
pursuant to the Scope of Services may be more costly or time consuming than Consultant
anticipates and that Consultant shall not be entitled to additional compensation therefor City
may in its sole and absolute discretion have similar work done by other Consultants No claims
for an increase in the Contract Sum or time for performance shall be valid unless the procedures
established in this Section are followed
If in the performance of the contract scope, the Consultant becomes aware of material defects in
the scope, duration or span of the contract or the Consultant becomes aware of extenuating
circumstance that will or could prevent the completion of the contract, on time or on budget, the
Consultant shall inform the Contracting Officer of an anticipated Change Order This proposed
change order will stipulate, the facts surrounding the issue, proposed solutions, proposed costs
and proposed schedule impacts
1.10 Special Requirements.
Additional terms and conditions of this Agreement, if any, which are made a part hereof
are set forth in the "Special Requirements" attached hereto as Exhibit "B" and incorporated
herein by this reference In the event of a conflict between the provisions of Exhibit"B"and any
other provisions of this Agreement, the provisions of Exhibit"B" shall govern
01203 0001/787954 4 5 C-7
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 $216,000 (Two Hundred Sixteen Thousand Dollars) (the
Contract Sum"), unless additional compensation is approved pursuant to Section 1 9 Annual
compensation shall not exceed $72,000 (Seventy Two Thousand Dollars)
2.2 Method of Compensation.
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 matenals 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
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 cntical 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 onginal 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, matenals, equipment, supplies, and sub-
contractor contracts Sub-contractor charges shall also be detailed by such categones Consultant
shall not invoice City for any duplicate services performed by more than one person
City shall independently review each invoice submitted by the Consultant to determine
whether the work performed and expenses incurred are in compliance with the provisions of this
Agreement Except as to any charges for work performed or expenses incurred by Consultant
which are disputed by City, or as provided in Section 7 3, City will use its best efforts to cause
Consultant to be paid within 45 (forty-five) days of receipt of Consultant's correct and
01203 0001/787954 4 6 C-8
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 m 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 penod(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 penod(s) specified in the
Schedule of Performance may be approved in writing by the Contract Officer through a Change
Order, but not exceeding 90 (ninety) days cumulatively
3.3 Force Majeure.
The time penod(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, nots, 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 penod of the enforced delay when
and if m 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
01203 0001/787954 4 7 C-9
3.4 Term.
Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement
shall continue m full force and effect until completion of the services but not exceeding three (3)
years from the date hereof, except as otherwise provided in the Schedule of Performance
Exhibit"D") The City may, m its discretion, extend the Term one additional three-year term
ARTICLE 4. COORDINATION OF WORK
4.1 Representatives and Personnel of Consultant.
The following principals of Consultant ("Pnncipals") 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
Carla Lenhoff President
Name) Title)
Jesus Rodnguez Project Manager
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 Pnncipals 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 m the Proposal to perform services pursuant to this Agreement
Consultant shall make every reasonable effort to maintain the stability and contmuity of
Consultant's staff and subcontractors, if any, assigned to perform the services required under this
Agreement Consultant shall notify City of any changes m 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 nght to approve or reject any proposed replacement
personnel, which approval shall not be unreasonably withheld
4.2 Status of Consultant.
Consultant shall have no authonty to bind City in any manner, or to incur any obligation,
debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless
such authority is expressly conferred under this Agreement or is otherwise expressly conferred in
writing by City Consultant shall not at any time or in any manner represent that Consultant or
any of Consultant's officers, employees, or agents are in any manner officials, officers,
employees or agents of City Neither Consultant, nor any of Consultant's officers, employees or
01203 0001/787954 4 8 C-10
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 nghts
4.3 Contract Officer.
The Contract Officer shall be Juan Hernandez or such person as may be designated by the
Director of Public Works It shall be the Consultant's responsibility to assure that the Contract
Officer is kept informed of the progress of the performance of the services and the Consultant
shall refer any decisions which must be made by City to the Contract Officer Unless otherwise
specified herein, any approval of City required hereunder shall mean the approval of the Contract
Officer The Contract Officer shall have authonty, 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 m 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 than 25% (twenty five percent) of the present ownership and/or control
of Consultant, taking all transfers into account on a cumulative basis In the event of any such
unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void No
approved transfer shall release the Consultant or any surety of Consultant of any liability
hereunder without the express consent of City
01203 0001/787954 4 9 C-11
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 dunng 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,
m 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 covenng bodily injury
and property damage for all activities of the Consultant ansing out of or m 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, m the minimum amount of$1,000, 000 per claim and in the aggregate Any
policy inception date, continuity date, or retroactive date must be before the effective date of this
Agreement and Consultant agrees to maintain continuous coverage through a period no less than
three (3)years after completion of the services required by this Agreement
d) Workers' compensation insurance Consultant shall maintain Workers'
Compensation Insurance (Statutory Limits) and Employer's Liability Insurance (with limits of at
least$1,000,000)
e) Subcontractors Consultant shall include all subcontractors as insureds
under its policies or shall furnish separate certificates and certified endorsements for each
subcontractor All coverages for subcontractors shall include all of the requirements stated
herein
f) Additional Insurance Policies of such other insurance, as may be required
in the Special Requirements in Exhibit"B"
5.2 General Insurance Requirements.
a) Proof of insurance Consultant shall provide certificates of insurance to
City as evidence of the insurance coverage required herein, along with a waiver of subrogation
endorsement for workers' compensation Insurance certificates and endorsements must be
01203 00011787954 4 10 C-12
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 injunes 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 nght but not the duty to obtain and continuously mamtain the insurance it deems
necessary and any premium paid by City will be promptly reimbursed by Consultant or City will
withhold amounts sufficient to pay premium from Consultant payments In the alternative, City
may cancel this Agreement
e) Acceptable insurers All insurance policies shall be issued by an insurance
company currently authorized by the Insurance Commissioner to transact business of insurance
or that is on the List of Approved Surplus Line Insurers in the State of California, with an
assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VI (or larger)
in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by
the City's Risk Manager
f) Waiver of subrogation All insurance coverage maintained or procured
pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or
appointed officers, agents, officials, employees and volunteers or shall specifically allow
Consultant or others providing insurance evidence in compliance with these specifications to
waive their right of recovery prior to a loss Consultant hereby waives its own right of recovery
against City, and shall require similar written express waivers and insurance clauses from each of
its subconsultants
g) Enforcement of contract provisions (non-estoppel) Consultant
acknowledges and agrees that any actual or alleged failure on the part of the City to inform
Consultant of non-compliance with any requirement imposes no additional obligations on the
City nor does it waive any rights hereunder
h) Requirements not limiting Requirements of specific coverage features or
limits contained in this section are not intended as a limitation on coverage, limits or other
01203 0001/787954 4 1 1 C-13
requirements, or a waiver of any coverage normally provided by any insurance Specific
reference to a given coverage feature is for purposes of clarification only as it pertains to a given
issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other
coverage, or a waiver of any type If the Consultant maintains higher limits than the minimums
shown above, the City requires and shall be entitled to coverage for the higher limits maintained
by the Consultant Any available insurance proceeds in excess of the specified minimum limits
of insurance and coverage shall be available to the City
i) Notice of cancellation Consultant agrees to oblige its insurance agent or
broker and insurers to provide to City with a 30 (thirty) day notice of cancellation (except for
nonpayment for which a 10 (ten) day notice is required) or nonrenewal of coverage for each
required coverage
I) Additional insured status General liability policies shall provide or be
endorsed to provide that City and its officers, officials, employees, and agents, and volunteers
shall be additional insureds under such policies This provision shall also apply to any
excess/umbrella liability policies
k) Prohibition of undisclosed coverage limitations None of the coverages
required herein will be in compliance with these requirements if they include any limiting
endorsement of any kind that has not been first submitted to City and approved of m wnting
1) Separation of insureds A severability of interests provision must apply for
all additional insureds ensuring that Consultant's insurance shall apply separately to each insured
against whom claim is made or suit is brought, except with respect to the insurer's limits of
liability The policy(ies) shall not contain any cross-liability exclusions
m) Pass through clause Consultant agrees to ensure that its subconsultants,
subcontractors, and any other party involved with the project who is brought onto or involved in
the project by Consultant, provide the same minimum insurance coverage and endorsements
required of Consultant Consultant agrees to monitor and review all such coverage and assumes
all responsibility for ensuring that such coverage is provided in conformity with the requirements
of this section Consultant agrees that upon request, all agreements with consultants,
subcontractors, and others engaged in the project will be submitted to City for review
n) Agency's right to revise specifications The City reserves the right at any
time during the term of the contract to change the amounts and types of insurance required by
giving the Consultant 90 (ninety) days advance written notice of such change If such change
results in substantial additional cost to the Consultant, the City and Consultant may renegotiate
Consultant's compensation
o) Self-insured retentions Any self-insured retentions must be declared to
and approved by City City reserves the right to require that self-insured retentions be eliminated,
lowered, or replaced by a deductible Self-insurance will not be considered to comply with these
specifications unless approved by City
01203 0001/787954 4 12 C-14
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 ansmg 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 ansmg from Consultant's or indemnitors'
negligent performance of or failure to perform any term, provision, covenant or condition of this
Agreement, and m 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, mcludmng 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
mdenmmfication includes claims or liabilities arising from any negligent or wrongful act, error or
omission, or reckless or willful misconduct of Consultant m the performance of professional
services hereunder The provisions of this Section do not apply to claims or liabilities occumng
01203 0001/787954 4 13 C-15
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 m 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 tins 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, mcludmg the nght to inspect, copy, audit and make
records and transcripts from such records Such records shall be maintained for a penod 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
63 Ownership of Documents.
All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes,
computer files, reports, records, documents and other matenals (the "documents and materials")
prepared by Consultant, its employees, subcontractors and agents m the performance of this
Agreement shall be the property of City and shall be delivered to City upon request of the
01203 0001/787954 4 14
C-16
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 wntten authonzation 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 nght to use the concepts embodied therein
All subcontractors shall provide for assignment to City of any documents or matenals prepared
by them, and m 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 matenals 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 pnor 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 mterrogatones 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, mterrogatones, 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 nght by City to control, direct, or rewnte said response
01203 0001/787954 4 15 C-17
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 m 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 m 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
0i203000117879544 16 C-18
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 30 (thirty) days' written notice to Consultant,
except that where termination is due to the fault of the Consultant, the period of notice may be
such shorter time as may be determined by the Contract Officer Upon receipt of any notice of
termination, Consultant shall immediately cease all services hereunder except such as may be
specifically approved by the Contract Officer Consultant shall be entitled to compensation for
all services rendered prior to the effective date of the notice of termination and for any services
authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation
or such as may be approved by the Contract Officer, except as provided in Section 7 3 In the
event of termination without cause pursuant to this Section, the City need not provide the
Consultant with the opportunity to cure pursuant to Section 7 2
7.8 Termination for Default of Party.
If termination is due to the failure of the other Party to fulfill its obligations under this
Agreement
a) City may, after compliance with the provisions of Section 7 2, take over the work
and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable
to the extent that the total cost for completion of the services required hereunder exceeds the
01203 00011787954 4 17 C-19
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 mvestigating such action, taking depositions and discovery and all other
necessary costs the court allows which are incurred m 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, m 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 pnncipal 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 m any decision relating to the
Agreement which affects her/his financial interest or the financial interest of any corporation,
partnership or association in which (s)he is, directly or indirectly, interested, in violation of any
State statute or regulation The Consultant warrants that it has not paid or given and will not pay
or give any third party any money or other consideration for obtaining this Agreement
01203 0001/787954 4 18 C-20
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 discnmmnation against or segregation of,
any person or group of persons on account of race, color, creed, religion, sex, gender, sexual
onentation, 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 onentation, 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 m connection
therewith, shall not employ unauthorized aliens as defined therein Should Consultant so employ
such unauthonzed aliens for the performance of work and/or services covered by this
Agreement, and should any liability or sanctions be unposed 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, m 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 wntmg 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 m thus Section
9.2 Interpretation.
The terms of this Agreement shall be construed m accordance with the meaning of the
language used and shall not be construed for or against either party by reason of the authorship
of this Agreement or any other rule of construction which might otherwise apply
9.3 Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed to be an
original, and such counterparts shall constitute one and the same instrument
01203 0001/787954 4 19 C-21
9.4 Integration; Amendment.
This Agreement mcluding 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 junsdiction, 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 depnves
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 m 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 mclude 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 resultmg in such payment of money, co eration, or other thing of value will render
this Agreement void and of no force or effect
Consultant's Authonzed Initials
o i 203 0001/787954 4 20 C-22
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, (u) they are duly authorized to execute and deliver this
Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally
bound to the provisions of this Agreement, and (iv) that entering into this Agreement does not
violate any provision of any other Agreement to which said party is bound This Agreement shall
be binding upon the heirs, executors, administrators, successors and assigns of the parties
SIGNATURES ON FOLLOWING PAGE]
01203 0001/787954 4 21 C-23
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
rT1m-.Ai
ATTEST:
igi
rH, City Clerk
VM A-TAKeior.to
APPROVED AS TO FORM:
ALESHIRE& WYNDER, LLP
b)igte P.:obi 41A 14"Th
William W Wynder, City Attorney
CONS TANT.
GRA r I I P' S ECTIVE COATINGS, INC , a
Calif, : y(or.tion
By
Narnerla Lenhoff
Title President
By
Name rid
Title r,ca.
Address 419 N Larchmont Blvd , #264
Los Angeles, CA 90004
Two corporate officer signatures required when Consultant is a corporation,with one signature required
from each of the following groups 1)Chairman of the Board,President or any Vice President, and 2)
Secretary,any Assistant Secretary,Chief Financial Officer or any Assistant Treasurer CONSULTANT'S
SIGNATURES SHALL BE DULY NOTARIZED,AND APPROPRIATE ATTESTATIONS SHALL BE
INCLUDED AS MAY BE REQUIRED BY THE BYLAWS,ARTICLES OF INCORPORATION,OR
OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY
01203 00011787954 4 22 C-24
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed
the document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document
STATE OF AJ,1ORNIA
lenh
COUNTY OF LO GELES ECr
f
Onlwne 14 ,2022 before me, ,C;o 65-11011 ,personally appeare . oved to me on
the basis of satisfactory evidence to be the person(s)whose names(s)is/are subscribed to the wi m instrument and
acknowledged to me that he/she/they executed the same m his/her/their authorized capacity(ies),and that by
his/her/their signature(s)on the mstrument the person(s),or the entity upon behalf of which the person(s)acted,
executed the instrument
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing para y .s h is
true and correct EMILIO GASTRO-MARTINEZ
NOTARY PUBLIC
WITNESS my hand and official seal Union County
linaNorth
os V004026Signature0nlb . — r 4!.4 My Comm easlon Expiresl
OPTIONAL
Though the data below is not required by law,it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
INDIVIDUAL
CORPORATE OFFICER
TITLE OR TYPE OF DOCUMENT
TITLE(S)
PARTNER(S) LIMITED
GENERAL NUMBER OF PAGES
ATTORNEY-IN-FACT
TRUSTEE(S)
GUARDIAN/CONSERVATOR
OTHER DATE OF DOCUMENT
SIGNER IS REPRESENTING
NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE
01203 0001/787954 4
C-25
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the Identity of the individual who signed
the document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document
STATE OF AORNIA
COUNTY OF LO GEL S`9tC/'
On()uip 14 ,2022 before me,j,(,o 6z5i(0-71 ,personally appeared Sfeved LE."tirTproved to me on
the basis of satisfactory evidence to be the person(s)whose names(s)is/are subscnbed to the within instrument and
acknowledged to me that he/she/they executed the same m his/her/their authorized capacity(ies),and that by
his/her/their signature(s)on the instrument the person(s),or the entity upon behalf of which the person(s)acted,
executed the instrument
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is
true and correct
EMILIO CASTRO-MARTINEZ
NOTARY PUBLIC
WITNESS my hand and official seal Union County
North Carolina
Signature e1n1 i 1B C15 6) —AtT41-neZ Mf'Commtasbn Expires 1 ® l
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relymg on the document and could
prevent fraudulent reattachment of this form
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
INDIVIDUAL
CORPORATE OFFICER
TITLE OR TYPE OF DOCUMENT
TITLE(S)
PARTNER(S) LIMITED
GENERAL NUMBER OF PAGES
ATTORNEY-IN-FACT
TRUSTEE(S)
GUARDIAN/CONSERVATOR
OTHER DATE OF DOCUMENT
SIGNER IS REPRESENTING
NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE
01203 0001/787954 4
C-26
EXHIBIT "A"
SCOPE OF SERVICES
Approach to Scope of Services
Overview
The kcys to a successful graffiti removal program are fast response,removal of all graffiti.and
removal methods that(cave no traces that the graffiti ever existed. Graffiti breeds more graffiti,
and fast professional removal will allow to the City of Rancho Palos Verdes to control this
problem Graffiti Protective Coatings.Inc.specializes in these services with its"Zero-Tolerance
Program" Under GPC's proven program each technician is fully equipped and trained to
remove all graffiti
GPC performs thorough and complete removal,leaving no traces of the past graffiti Details are
not overlooked All graffiti at sites requested by the City are removed no matter how small
including but not limited to all streets,sidewalks,private and city owned property,parks,civic
center,upper level locations.and all objects in the City Right of Way
Schedule of work(days,times,etc)
GPC is providing a schedule of seven days per week for a minimum of 1 truck for the City of
Rancho Palos Verdes Holiday and Special Cvcnt work is also scheduled_ GPC provides
additional vehicles as needed,when needed
Identification of Work
GPC responds to City staff requests,app requests,hotline calls,and proactive patrols of areas
assigned by City staff. GPC meets with City staff as requested to discuss work orders,
schedules,and areas to be maintained Included,GPC provides the City its own live 800 number
with 24-hour live answering service
Assignment of Work
GPC prefers to put technicians in their own exclusive and specific City/zone Technicians that
are experts in their assigned geographic area gain efficiencies of drive time creating faster
response times;more specific knowledge of neighborhoods,"hot spots",and color matches
creating better consistency,and the technicians are more accountable for the appearance of their
City/zone creating higher quality OPC will provide the City its App-Order software and a
smartphone app equipped with the App-Order manager's app to City staff for instant and easy
communication.
r7a.lY (P('cnn,pls.ts.c all w..h.n 14 lw'...a 71..e rv..t.......l'.i....w.d.r.lw.. So
referred to as Reactive Work. Additionally,at the minimum GPC patrols and cleans target areas
such as main thoroughfares and parks listed below two times per week( uesday and Fnday)
This portion of the work plan is referred to as Proactive Work The free app exclusive for City
residents assists GPC staff in quickly identifying other graffiti within the City such as at the
beaches or on trails that can only be reached by foot_
GPC's Rancho Palos Verdes lead service technician,upon request,checks in with City staff at a
specified time to review service requests and overall operations City staff can monitor and
manage work orders via the web or on the provided manager's smartphone app
01203 0001/787954 4 A-1 C-27
GPC custom color matches all buildings to 98%or better GPC will maintain the formulas as
viell as the inventory of labeled locations.Therefore,our touch-ups will always be 100%
accurate.Our custom matches will include specific coatings and bis as needed for unique
finishes.Many buildings are rcpcatally tagged and would be damaged if quality of the removal
does not account for the repeated volume,therefore GPC takes special care to properly pop all
surfaces and then professionally apply only high quality finishes GPC does not use recycled
paint on private or city owned property since it does not meet GPC or resident expectations
Right of Way/Main Thoroughfares
A Palos Verdes Drive East from Palos Verdes Dnve North to Palos Verdes Drive South
B Palos Verdes Drive South from 25th street to Hawthorne Blvd_
C Palos Verdes Drive West from Hawthorne Blvd to Lunada Vista
D Hawthorne Blvd From Palos Verdes Dnve North to Palos Verdes Drive South
B Crest Road from Crenshaw Blvd to Hawthorne Blvd
F.Crenshaw Blvd from Sea Crest Dnve to Silver Spur Road
Q Western Ave from Pennisula Verde Dnve to Summerland Street
H Silver Spur Road from Drybank Drive to Kingsptnc Road
Fawhtics/Parks
I.Robert E Ryan Park
2.Hesse Park
3 City Hall Civic Carter
4 Point Vicente Interpretive Center
5 Del Cero Park
6 Vanderlip Park
7 Cloverchff Park
8 Abalone Cove Shoreline Park and Lookout
9 Ladera Linda Park
10 Easiview Park
Miscellaneous Areas/Trails
I Trails and beaches only accessible by foot
II Vista Point-Calle Entradero
HI Pelican Cove
IV Sacred Cove
San Ramon Canyon
Vi City iralis as rogttcstcu
Additional Work and Emergencies
GPC knows from experience,the City will receive special event requests and emergency calls
GPC performs these services at no additional charge
Response Time
GPC will be available to the City 24 hours a day,365 days a year.No matter what the Holiday or
time,emergency after-hours calls will have a response time of less than 90 minutes.Emergency
number is(323)464-4472
01203 0001/787954 4 A-2 C-28
1) Emergencies-less than 90 minutes
2) Routine-dean immediately upon spotting graffiti
3) Citizen or City reported mcidents-less than 1 hour from notification during normal
working hours,no more than 8 working hours
Equipment to be provided within contract
GPC trucks for the City of Rancho Palos Verdes are a mix of new or late model long bed heavy-
duty pick-ups.Ail trucks are fully equipped and self-contained for all aspects of graffiti removal
Graffiti locations often require multiple techniques of hot water cleaning,chemical removal,and
painting Therefore,each of our trucks are equipped with 3,000 psi Sgpm hot water pressure
washers,water take water recovery units, 75-gpm gas powered airless paint sprayers,ladder,
baking soda blaster attachments,and pressure washer hose reels. (PC's equipment is of the
highest quality and all the trucks are specifically customized and designed for GPC graffiti
removal techniques GPC currently has all the equipment needed to fulfill this contract.
Mounted on the trucks are dual strobe lights and arrow sticks.The trucks possess a"Men
Workmg"flag sign as well as enough cones to comply with WATCH handbook requirements
inside the trucks are caution tape,respirators,first aid kits,MSDS sheets,safety equipment,and
tools for repairs
All GPC trucks for the City will always be fully equipped for all types of graffiti removal (here
will be no need or delay for additional equipment
Technology
GPC provides its App-Order system at no additional charge. GPC has spent over$1,000,000 on
its software system and has a full-time staff dedicated to software customer service for GPC
customers This electronic work order system is a green solution to work order management.The
real-time web-based software system creates tremendous efficiencies and significant cost savings
for GPC and the City The City is able to dispatch,route,and monitor work orders real-time via
the web. The technicians are able to directly submit work order number, ponce report number,
cost,surface type,street number and name,longitude and latitude,method,square footage,name
and phone number of reporter, day and time job was both created and completed, and
before/after photos with URLs etecl ronically in real-time to the City System recognizes and
records the technicians name and tracks work order response times GPC provides all software,
wet service_maintenance.and cannon at no additional Lou.
included,GPC provides the City its own branded app on the App Store and Android Marketplace
that Rancho Palos Verdes residents use to report graffiti and other issues using their
smartphone . Photos and GPS data from smartphone requests electronically feed into the wcb-
based system where itis electromcally directed to GPC field staff. A seamless web link is also
included that allows residents to submit their requests from the City's website Work orders arc
closed electronically in real-time with corresponding electronic notification of fob status sent to
the resident Features include customized electronic response to citizen requests with before and
after photographs as well as a link to an electronic survey Survey lets residents rate the quality
01203 0001/787954 4 A-3 C-29
of services provided as well as the response tune. Completed surveys are electronically sent in
real-time to designated City staff
GPC will also integrate App-Order with the City's App and Website using a real-time web
service at no additional cost
The system is role based and is user friendly City staff can pnnt current and real-time custom
reports and graphs within seconds on-line,including weekly reports.App-Order shows in real-
time open/closed work orders, response time,billing,and reports it also separates out costs for
different surfaces, technicians, methods, and zones. Billing and reports can also be exported to
excel spreadsheets in mere seconds. Law enforcement is provided passwords so they can map,
search,and track vandal activity as well as get instant and real-time billing reports and photos for
apprehended taggers.
All data collected in the work order system for this project is the property of the City GPC created
and owns the softw-are,so custom features can be easily added with no additional cost.
Staffing
The project manager for this contract will be Jesus Rodriguez.Jesus has been with GPC for 20
years.He is currently one of GPC's top rated field tcchs for the entire company,having won a
recent multistate 3-day contest against other top tier staff His standing as one of CPC's top
technician is made more impressive in that GPC is a company of highly skilled fantastic and
dedicated professionals that have established GPC as"best in class"in the graffiti removal
Industry.
Jesus speaks fluent English and Spanish The benefit of a small community such as Rancho Palos
Verdes is that almost the entire community will get to know GPC staff and will sec GPC
working diligently every day GPC staff's consistent quality,workmanship,and attention to
detail will create the highest possible standards that arc now the expectation Residents can sense
that GPC staff are seeking to make them happy and always wants to impress everyone with the
quality of their work.
The daily tech is Erick Rosales,who has been servicing the City the past 6 years and has gone
through CPC's extensive training program.
GPC has a 100-point training program for its service techs m which they rvoetve a full year of
iratrung.
01203000i/7879544 A-4 C-30
EXHIBIT "B"
SPECIAL REQUIREMENTS
Superseding Contract Boilerplate)
Added text indicated m bold italics, deleted text indicated in strip
I. Section 1.6, "Storm Water and Urban Run Off Pollution Prevention," is hereby
added as follows:
1.6 Storm Water and Urban Run Off Pollution Prevention.
The City has a Storm Water and Urban Run-off Pollution Control Ordinance codified
in Chapter 13.10 of the Municipal Code, pursuant to the Federal Water Pollution
Control Act, also known as the Clean Water Act, as amended, 33 U.S.0 §1251 et seq..
All work performed under this contract shall conform to the above referenced
Municipal Code. In addition, the Contract is required to comply with all applicable
local, state and federal clean water regulations, laws, provisions, etc. in the
performance of their work.
The Consultant shall implement applicable BMPs. The U.S. Environmental Protection
Agency defines a BMP as a "technique, measure or structural control that is used for a
given set of conditions to manage the quantity and improve the quality of storm water
runoff in the most cost- effective manner."Stormwater BMPs shall be used to control
storm water runoff,sediment control, and soil stabilization, as well as provide guidance
for management decisions to prevent or reduce nonpoint source pollution. The
Consultant shall implement all applicable BMPs and ensure that all staff are properly
trained and understand the BMPs.
Stormwater BMPs shall include, but not be limited to:
a) Transport paint and materials to and from job sites in containers with
secure lids and tied down to the transport vehicle;
b) Not transfer or load paint near storm drain inlets or watercourses;
c) Test and inspect spray equipment prior to starting to paint. Tighten all
hoses and connections and not overfill paint container;
d) Capture all clean-up water, and dispose of clean-up water properly;
e) Not remove graffiti during a rain event;
Protect nearby storm drain inlets prior to removing graffiti from walls,
signs, sidewalks, or other structures needing graffiti abatement. Clean up afterwards
01203 0001/787954 4 B-1 C-31
by sweeping or vacuuming thoroughly, and or by using absorbent and properly
disposing of the absorbent;
g) Direct runoff from sand blasting and high pressure washing (with no
cleaning agents) into a landscaped or dirt area. If such an area is not available,filter
runoff;
h) Through an appropriate filtering device (eg.filter fabric) to keep sand,
particles, and debris out of storm drains;
i) Plug nearby storm drains and vacuum/pump wash water to the sanitary
sewer if a graffiti abatement method generates wash water containing a cleaning
compound(such as high pressure washing with a cleaning compound);and
0) Consider using a waterless and non-toxic chemical cleaning method for
graffiti removal(e.g.gels or spray compounds).
Stormwater BMPs may also include, if applicable:
k) Plug nearby storm drain inlets prior to the start of painting where there
is significant risk of a spill reaching storm drains. Remove plugs when job is
completed.
I) Cover nearby storm drain inlets if sand blasting is used to remove paint,
prior to starting work.
m) Use a sander with a vacuum filter bag.
01203 0001/787954 4 B-2 C-32
EXHIBIT "C"
SCHEDULE OF COMPENSATION
I.Consultant shall perform all work at the following rates
A Consultant shall perform the Services for an annual fee of$72,000 (Seventy Two
Thousand Dollars) to be paid in flat monthly installments of $6,000 (Six
Thousand Dollars), which includes all costs related to the performance of the
Services including but not limited to matenals, equipment, and mileage The first
invoice will be submitted following the first month of Services, and all other
invoices will be submitted monthly thereafter
II. The total compensation for the Services shall not exceed the Contract Sum provided in
Section 2 1 of this Agreement
01203 0001(187954 4 C-1
C-33
EXHIBIT "D" SCHEDULE OF PERFORMANCE
Consultant shall perform all services timely in accordance with the following schedule
A. Consultant shall remove all graffiti reported on any day within 24 hours, 365 days
a year, including holidays, anywhere in the City ("Reactive Work")
B. Consultant shall schedule and dedicate a minimum of one (1) truck and one (1)
Graffiti Technician for a minimum of two (2) days per week for the City
Consultant shall proactively patrol and remove all identified and reported graffiti
during the scheduled day every Tuesday and Fnday of the week, at a minimum
Proactive Work") Consultant shall provide additional vehicles as needed
C. Consultant shall also fulfill any additional requests from the City related to the
Services
II. Consultant shall deliver the following tangible work products to the City
A. Removal of all graffiti within the City within 24 hours of it being reported
B. Graffiti reporting telephone hotline
C. Graffiti reporting app-based portal that is integrated with the City's website and
app
D. Web based workorder submittal and tracking work request system accessible to
City Staff
E. Weekly summary report including daily logs of all reports and removals along
with photographic documentation
III. The Contract Officer may approve extensions for performance of the services in
accordance with Section 3 2
IV. Consultant will be available to the City 24 hours a day, 365 days a year, regardless of
holidays or time, at no additional cost, and will provide the following response times
A. Emergencies (i e removal of vulgar, racial, hate, pornographic images as
requested by City) Less than 90 minutes
B. During routine patrol Clean immediately upon spotting graffiti
C. Citizen or City reported incidents Less than one (1) hour from notification during
normal City operation hours No more than eight (8) hours after normal City
operation hours
01203 0001/787954 4 D-
L
C-34
01203.0006 2077657.1
FIRST AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF RANCHO PALOS VERDES AND GRAFFITI PROTECTIVE
COATINGS, INC.
This FIRST AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT (the
First Amendment") is made and entered into this twentieth day of January, 2026 by and between
the CITY OF RANCHO PALOS VERDES , a municipal corporation (herein "City") and
GRAFFITI PROTECTIVE COATINGS, INC., a California corporation (herein "Consultant”).
RECITALS
WHEREAS, City and Consultant entered into that certain Agreement entitled "Agreement
for Professional Services Between the City of Rancho Palos Verdes and Graffiti Protective
Coatings, Inc.," (the "Agreement") on or about July 1, 2022; and
WHEREAS, on May 6, 2025, City and Consultant agreed to extend the contract term by
three (3) years through July 1, 2028; and
WHEREAS, it is now the desire of the City and the Consultant to amend the Agreement,
as set forth in this First Amendment to increase the contract sum by $216,000 (Two Hundred
Sixten Thousand Dollars) not to exceed $72,000 (Seventy Two Thousand Dollars) per year.
AGREEMENT
NOW, THEREFORE, it hereby agreed that the Agreement is amended in the following
particulars only:
SECTION 2. Section 2.1 of the Agreement, “Contract Sum” is amended to increase the
Contract Sum by $216,000 (Two Hundred Sixteen Thousand Dollars) (the “Contract Sum”) and
not to exceed an amount of $72,000 (Seventy Two Thousand Dollars) per year.
SECTION 5. Except as expressly provided for in this First Amendment all other provisions
of the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed and entered into this First
Amendment as of the date first written above.
CITY:
CITY OF RANCHO PALOS VERDES, a municipal
corporation
By: _________________________________
Paul Seo, Mayor
Docusign Envelope ID: 0594CC3C-5C43-4AC7-B043-0854C4013CA2
D-1
01203.0006 2077657.1
ATTEST:
Teresa Takaoka, City Clerk
APPROVED AS TO FORM:
William W. Wynder, City Attorney
CONSULTANT:
GRAFFITI PROTECTIVE COATINGS, INC.,
California corporation
By: ________________________________
Name: Carla Lenhoff
Title: President
By: ________________________________
Name: Steven Lenhoff
Title: Secretary
END OF SIGNATURES]
Docusign Envelope ID: 0594CC3C-5C43-4AC7-B043-0854C4013CA2
D-2
E-1
01203.0006 2023917.1 7/23/2025
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the “Agreement”) is entered
into and effective as of this 29th day of July, 2025 (“Effective Date”), by and between the CITY
OF RANCHO PALOS VERDES, a general law city & municipal corporation (“Assignor”), and
PERMITECH SOLUTIONS CORPORATION, a California Corporation (“Assignee”). The
parties shall be collectively referred to hereinafter as the “Parties.”
RECITALS
A. On December 21 2021, Assignor entered into a the certain Professional Services
Agreement (“PSA”) with TELECOM LAW FIRM, P.C., to perform the professional services set
forth in Article 1, Exhibit “A,” the Scope of Services, for a term of years ending in December
2025.
B. TELECOM LAW FIRM P.C. has advised that it will no longer provide the Scope
of Services specified in the PSA.
C. Pursuant to Section 4.5 of the PSA, Assignor reserved the right to consent to the
assign its rights and entitlements under the PSA to Assignee.
D. Assignee warrants and represents that it has the skills and capability to assume the
rights and obligations of TELECOM LAW P.C. and to perform the Scope of Services in Article
1, Exhibit “A,” of the PSA.
E. Assignor desires to assign its rights and entitlements under the PSA to Assignee,
and Assignee desires to assume all rights and obligations under the PSA from TELECOM LAW
FIRM P.C.
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual
agreements and covenants herein contained, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Recitals. The recitals set forth above are true and correct and incorporated
into this Agreement by reference, as though set forth in full herein.
2. Assignment. As of the Effective Date, and for the balance of the Term of the PSA
Assignor hereby assigns all its rights and entitlements under the PSA from TELECOM LAW
FIRM P.C. to Assignee.
3. Assumption. Assignee hereby consents to and further consents to assumption of
all duties and obligations under the terms and conditions of the PSA and for the balance of the
Term therein.
4. Notices. Any notices or communications to be provided pursuant to this
Agreement shall be addressed to the parties as follows:
Docusign Envelope ID: 781693C9-F934-4400-9ED1-4700DDAC8326
E-2
01203.0006 2023917.1 7/23/2025
To Assignor: City of Rancho Palos Verdes
30940 Hawthorne Blvd.
Rancho Palos Verdes, CA 90275
Attn: City Manager
Email: aram@rpvca.gov
To Assignee: Permitech Solutions Corporation, a California Corporation
6320 Topanga Canyon Blvd., Ste. 1630 #1100
Woodland Hills, CA 91367
Attn: Lory Kendirjian, President
Email: Lory@permitechsolutions.com
5. Successors and Assigns. This Agreement shall be binding on Assignor and
Assignee and their respective successors and assigns.
6. Amendments and Modifications. This Agreement may be amended or
modified only by a written document executed by both Parties.
7. Governing Law. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of California without giving effect to the rules
and principles governing the conflict of laws.
8. Severability. In the event that any provision 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 provisions 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. Counterparts. This Agreement may be executed in any number of
counterparts. Each of such counterparts for all purposes shall be deemed to be an original, whether
the signatures are originals, electronic, facsimiles, or digital. All such counterparts shall together
constitute one and the same Agreement.
10. Qualification and Authority. Each individual executing this Agreement on
behalf of Assignor and Assignee represents, warrants, and covenants that (a) such person is duly
authorized to execute and deliver this Agreement on behalf of that entity in accordance with
authority granted under the organizational documents of such entity, and (b) that entity is bound
under the terms of this Agreement.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
Docusign Envelope ID: 781693C9-F934-4400-9ED1-4700DDAC8326
E-3
01203.0006 2023917.1 7/23/2025
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective
Date.
ASSIGNOR:
CITY OF RANCHO PALOS VERDES,
a general law city & municipal corporation
By: ___________________________________
Ara Michael Mihranian, AICP
City Manager
ATTEST
_____________________
Teresa Takaoka,
City Clerk
APPROVED AS TO FORM
ALESHIRE & WYNDER LLP
_____________________
William W Wynder,
City Attorney
ASSIGNEE:
PERMITECH SOLUTIONS CORPORATION,
a California Corporation
By: ___________________________________
Lory Kendirjian
Title: President
Docusign Envelope ID: 781693C9-F934-4400-9ED1-4700DDAC8326
E-4
Department of Public Works
Date: November 25, 2024
Telecom Law Firm, P.C.
Dr. Jonathan Kramer, Esq.
Senior Partner
2708 Wilshire Blvd., Suite 330
Santa Monica, California 90403
Subject: Agreement for Professional Services, Dated December 21, 2021
Dear Dr. Kramer:
Pursuant to Section 3.4, Term, of that certain Agreement for Professional Services, dated
December 21, 2021 (“Agreement”), by and between the City of Rancho Palos Verdes
(“City”) and your company, the City hereby elects, at its sole discretion, to exercise its
right to extend the Term of this Agreement by one (1) additional calendar year, such
extension to be effective December 21, 2024.
Except as noted herein, all other terms and conditions of the Agreement shall remain in
force and effect. Should you have questions, feel free to contact Brandon Mesker at
bmesker@rpvca.gov.
Very truly yours,
________________
David Copp, P.E.
Deputy Director of Public Works
Digitally signed by David Copp
DN: C=US,
E=dcopp@rpvca.gov, O=City of
Rancho Palos Verdes,
OU=Public Works Dept.,
CN=David Copp
Date: 2024.11.25
10:22:24-08'00'
E-5
PROFESSIONAL SERVICES AGREEMENT
By and Between
CITY OF RANCHO PALOS VERDES
and
TELECOM LAW FIRM, P C
01203 0006/756875 2 1 E-6
AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF RANCHO PALOS VERDES AND
TELECOM LAW FIRM, P.C.
THIS AGREEMENT FOR PROFESSIONAL SERVICES (herein "Agreement') is made
and entered into on December 21, 2021, by and between the CITY OF RANCHO PALOS
VERDES, a California municipal corporation ("City") and TELECOM LAW FIRM P.C., a
California professional corporation ("Consultant") City and Consultant may be referred to,
individually or collectively, as "Party" or "Parties "
RECITALS
A City has sought, by issuance of a Request for Proposals, the performance of the
services defined and described particularly in Article 1 of this Agreement
B Consultant, following submission of a proposal for the performance of the
services defined and described particularly in Article 1 of this Agreement was selected by the
City to perform those services
C Pursuant to the City of Rancho Palos Verdes Municipal Code City has authority
to enter into and execute this Agreement
D The Parties desire to formalize the selection of Consultant for performance of
those services defined and described particularly in Article 1 of this Agreement and desire that
the terms of that performance be as particularly defined and described herein
OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants made by
the Parties and contained herein and other consideration, the value and adequacy of which are
hereby acknowledged, the parties agree as follows
ARTICLE 1 SERVICES OF CONSULTANT
1.1 Scope of Services
In compliance with all terms and conditions of this Agreement, the Consultant shall
provide those services specified in the "Scope of Services" as stated in the Proposal, attached
hereto as Exhibit "A ' and incorporated herein by this reference, which may be referred to herein
as the "services" or "work' hereunder As a material inducement to the City entering into this
Agreement, Consultant represents and warrants that it has the qualifications, experience, and
facilities necessary to properly perform the services required under this Agreement in a thorough
competent, and professional manner and is experienced in performing the work and services
contemplated herein Consultant shall at all times faithfully, competently and to the best of its
ability, experience and talent, perform all services described herein Consultant covenants that it
shall follow the highest professional standards in performing the work and services required
hereunder and that all materials will be both of good quality as well as fit for the purpose
01203 0006/756875 2 E-7
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 seg and California Code of
Regulations Title 8, Section 16000 el seg 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 seg and 1810 et seg , 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 Department of Industrial Relations (DIR) determination of
the prevailing rate of per diem wages, and Consultant shall post a copy of the same at each job
site where work is performed under this Agreement
c) Penalty for Failure to Pay Prevailing Wages Consultant shall comply with
and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment
of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages The
01203 0006/756875 2 2 E-8
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 1'/2
one and one half) times the basic rate of pay
h) Workers Compensation California Labor Code Sections 1860 and 3700
provide that every employer will be required to secure the payment of compensation to its
employees if it has employees In accordance with the provisions of California Labor Code
Section 1861 Consultant certifies as follows
I am aware of the provisions of Section 3700 of the Labor Code which require
every employer to be insured against liability for workers' compensation or to
undertake self-insurance in accordance with the provisions of that code, and I will
comply with such provisions before commencing the performance of the work of
this contract '
01203 0006/756875 2 3 E-9
Consultant's Authoiized Initials `
i) Consultant's Responsibility for nttactois Foi every subcontiactot
who will perform work undei this Agreement, Consultant shall be tesponsible fol. such
subcontiactot's compliance with Division 2, Part 7, Chapte 1 (commencing with Section 1720)
of the California Labot Code, and shall make such compliance a tequitement in any contract
with any subconttactoi fol work under this Agreement Consultant shall be tequited to take all
actions necessary to enfoice such contiactual piovisions and ensure subcontractor's compliance,
including without limitation, conducting a ieview of the certified payroll records of the
subcontractor on a pet iodic basis or upon becoming aware of the failure of the subcontiactot to
pay his oi hei workers the specified prevailing rate of wages Consultant shall diligently take
collective 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, peimits and approvals
as may be requited by law for the peifoimance of the seivices required by this Agieement
Consultant shall have the sole obligation to pay fot any fees, assessments and taxes, plus
applicable penalties and inteiest, which may be imposed by law and arise fiom oi ate necessary
for the Consultant's perfotrnance of the seivices required by this Agieement, and shall
indemnify, defend and hold harmless City, its officers, employees of agents of City, against any
such fees, assessments, taxes, penalties or inteiest levied, assessed 01 imposed against City
heteundei
1.6 Familiai itv with Work
By executing this Agieement, Consultant wariants that Consultant (i) has thoroughly
investigated and considered the scope of seivices to be performed, (u) has carefully considered
how the services should be performed, and (iii) fully understands the facilities, difficulties and
testiictions attending peifoimance of the seivices under this Agieement If the seivices involve
work upon any site, Consultant waitants that Consultant has or will investigate the site and is of
will be fully acquainted with the conditions there existing, prior to commencement of seivices
hereunder Should the Consultant discover any latent of unknown conditions, which will
materially affect the peifoimance of the seivices hereunder, Consultant shall immediately inform
the City of such fact and shall not proceed except at Consultant's risk until written instructions
ate teemed fiom the Contract Officer in the form of a Change Oide
1.7 Care of Work
The Consultant shall adopt reasonable methods during the life of the Agieement to
furnish continuous protection to the woik, and the equipment, materials, papers, documents,
plans, studies and/ot other components thereof to prevent losses 01 damages, and shall be
responsible for all such damages, to persons of property, until acceptance of the woik by City,
except such losses of damages as may be caused by City's own negligence
01203 0006/756875 2 4
E-10
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% of the Contract
Sum, or, in the time to perform of up to 90 (ninety) days, may be approved by the Contract
Officer through a written Change Order Any greater increases, taken either separately or
cumulatively, must be approved by the City Council It is expressly understood by Consultant
that the provisions of this Section shall not apply to services specifically set forth in the Scope of
Services Consultant hereby acknowledges that it accepts the risk that the services to be provided
pursuant to the Scope of Services may be more costly or time consuming than Consultant
anticipates and that Consultant shall not be entitled to additional compensation therefor City
may in its sole and absolute discretion have similar work done by other Consultants No claims
for an increase in the Contract Sum or time for performance shall be valid unless the procedures
established in this Section are followed
If in the performance of the contract scope, the Consultant becomes aware of material defects in
the scope, duration or span of the contract or the Consultant becomes aware of extenuating
circumstance that will or could prevent the completion of the contract, on time or on budget, the
Consultant shall inform the Contracting Officer of an anticipated Change Order This proposed
change order will stipulate, the facts surrounding the issue proposed solutions, proposed costs
and proposed schedule impacts
1 10 Special Requirements.
Additional terms and conditions of this Agreement, if any, which are made a part hereof
are set forth in the "Special Requirements" attached hereto as Exhibit "B' and incorporated
herein by this reference In the event of a conflict between the provisions of Exhibit "B" and any
other provisions of this Agreement, the provisions of Exhibit "B" shall govern
01203 0006/756875 2 5 E-11
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 $750,000 (Seven Hundred Fifty Thousand Dollars) (the
Contract Sum"), unless additional compensation is approved pursuant to Section 1 9 Annual
compensation shall not exceed $250,000 (Two Hundred Fifty Thousand)
2.2 Method of Compensation.
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
2.3 Reimbursable Expenses
Compensation may include reimbursement for actual and necessary expenditures for
reproduction costs, telephone expenses and travel expenses approved by the Contract Officer in
advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4 5,
and only if specified in the Schedule of Compensation The Contract Sum shall include the
attendance of Consultant at all project meetings reasonably deemed necessary by the City
Coordination of the performance of the work with City is a critical component of the services If
Consultant is required to attend additional meetings to facilitate such coordination, Consultant
shall not be entitled to any additional compensation for attending said meetings
2 4 Invoices.
Each month Consultant shall furnish to City an original invoice, using the City template
or in a format acceptable to the City, for all work performed and expenses incurred during the
preceding month in a form approved by City s Director of Finance By submitting an invoice for
payment under this Agreement, Consultant is certifying compliance with all provisions of the
Agreement The invoice shall detail charges for all necessary and actual expenses by the
following categories labor (by sub-category) travel, materials, equipment supplies, and sub-
contractor contracts Sub-contractor charges shall also be detailed by such categories Consultant
shall not invoice City for any duplicate services performed by more than one person
City shall independently review each invoice submitted by the Consultant to determine
whether the work performed and expenses incurred are in compliance with the provisions of this
Agreement Except as to any charges for work performed or expenses incurred by Consultant
which are disputed by City or as provided in Section 7 3 City will use its best efforts to cause
Consultant to be paid within 45 (forty-five) days of receipt of Consultant's correct and
01203 0006/756875 2 6 E-12
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 90 (ninety) days cumulatively
3.3 Force Mateure
The time period(s) specified in the Schedule of Performance for performance of the
services rendered pursuant to this Agreement shall be extended because of any delays due to
unforeseeable causes beyond the control and without the fault or negligence of the Consultant
including, but not restricted to, acts of God or of the public enemy unusually severe weather
fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes,
wars, litigation, and/or acts of any governmental agency including the City, if the Consultant
shall within 10 (ten) days of the commencement of such delay notify the Contract Officer in
writing of the causes of the delay The Contract Officer shall ascertain the facts and the extent of
delay, and extend the time for performing the services for the period of the enforced delay when
and if in the judgment of the Contract Officer such delay is justified The Contract Officer's
determination shall be final and conclusive upon the parties to this Agreement In no event shall
Consultant be entitled to recover damages against the City for any delay in the performance of
this Agreement, however caused, Consultant's sole remedy being extension of the Agreement
pursuant to this Section
01203 0006/756875 2 7 E-13
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 three (3)
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 two additional one-year
terms
ARTICLE 4. COORDINATION OF WORK
4.1 Representatives and Personnel of Consultant
The following principals of Consultant ("Principals") are hereby designated as being the
principals and representatives of Consultant authorized to act in its behalf with respect to the
work specified herein and make all decisions in connection therewith
Jonathan L Kramer President
Name) Title)
Valerie Halvorsen Business Manager
Name) Title)
It is expressly understood that the experience knowledge, capability and reputation of the
foregoing principals were a substantial inducement for City to enter into this Agreement
Therefore, the foregoing principals shall be responsible during the term of this Agreement for
directing all activities of Consultant and devoting sufficient time to personally supervise the
services hereunder All personnel of Consultant, and any authorized agents, shall at all times be
under the exclusive direction and control of the Principals For purposes of this Agreement, the
foregoing Principals may not be replaced nor may their responsibilities be substantially reduced
by Consultant without the express written approval of City Additionally, Consultant shall utilize
only the personnel included in the Proposal to perform services pursuant to this Agreement
Consultant shall make every reasonable effort to maintain the stability and continuity of
Consultant's staff and subcontractors, if any, assigned to perform the services required under this
Agreement Consultant shall notify City of any changes in Consultant s staff and subcontractors,
if any, assigned to perform the services required under this Agreement, prior to and during any
such performance City shall have the right to approve or reject any proposed replacement
personnel, which approval shall not be unreasonably withheld
4 2 Status of Consultant
Consultant shall have no authority to bind City in any manner, or to incur any obligation
debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless
such authority is expressly conferred under this Agreement or is otherwise expressly conferred in
writing by City Consultant shall not at any time or in any manner represent that Consultant or
any of Consultant's officers, employees, or agents are in any manner officials, officers,
employees or agents of City Neither Consultant, nor any of Consultant's officers, employees or
01203 0006/756875 2 8 E-14
agents shall obtain any rights to retirement, health care or any other benefits which may
otherwise accrue to City's employees Consultant expressly waives any claim Consultant may
have to any such rights
4.3 Contract Officer.
The Contract Officer shall be Ron Dragoo, Principal Engineer, or such person as may be
designated by the City Manager It shall be the Consultant's responsibility to assure that the
Contract Officer is kept informed of the progress of the performance of the services and the
Consultant shall refer any decisions which must be made by City to the Contract Officer Unless
otherwise specified herein, any approval of City required hereunder shall mean the approval of
the Contract Officer The Contract Officer shall have authority, if specified in writing by the City
Manager to sign all documents on behalf of the City required hereunder to carry out the terms of
this Agreement
4 4 Independent Consultant.
Neither the City nor any of its employees shall have any control over the manner, mode
or means by which Consultant, its agents or employees, perform the services required herein,
except as otherwise set forth herein City shall have no voice in the selection, discharge,
supervision or control of Consultant's employees, servants, representatives or agents, or in fixing
their number, compensation or hours of service Consultant shall perform all services required
herein as an independent 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 than 25% (twenty five percent) of the present ownership and/or control
of Consultant, taking all transfers into account on a cumulative basis In the event of any such
unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void No
approved transfer shall release the Consultant or any surety of Consultant of any liability
hereunder without the express consent of City
01203 0006/756875 2 9 E-15
ARTICLE 5. INSURANCE AND INDEMNIFICATION
5 1 Insurance Coverages.
Without limiting Consultant's indemnification of City, and prior to commencement of
any services under this Agreement, Consultant shall obtain, provide and maintain at its own
expense during the term of this Agreement, policies of insurance of the type and amounts
described below and in a form satisfactory to City
a) General liability insurance Consultant shall maintain commercial general
liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01,
in an amount not less than $1,000,000 per occurrence, $2 000,000 general aggregate, for bodily
injury, personal injury, and property damage The policy must include contractual liability that
has not been amended Any endorsement restricting standard ISO "insured contract' language
will not be accepted
b) Automobile liability insurance Consultant shall maintain automobile
insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury
and property damage for all activities of the Consultant arising out of or in connection with
Services to be performed under this Agreement, including coverage for any owned, hired, non-
owned or rented vehicles, in an amount not less than $1 000, 000 combined single limit for each
accident
c) Professional liability (errors & omissions) insurance Consultant shall
maintain professional liability insurance that covers the Services to be performed in connection
with this Agreement, in the minimum amount of$1,000 000 per claim and in the aggregate Any
policy inception date continuity date or retroactive date must be before the effective date of this
Agreement and Consultant agrees to maintain continuous coverage through a period no less than
three (3) years after completion of the services required by this Agreement
d) Workers compensation insurance Consultant shall maintain Workers
Compensation Insurance (Statutory Limits) and Employer's Liability Insurance (with limits of at
least $1,000 000)
e) Subcontractors Consultant shall include all subcontractors as insureds
under its policies or shall furnish separate certificates and certified endorsements for each
subcontractor All coverages for subcontractors shall include all of the requirements stated
herein
f) Additional Insurance Policies of such other insurance as may be required
in the Special Requirements in Exhibit "B"
5.2 General Insurance Requirements
a) Proof of insurance Consultant shall provide certificates of insurance to
City as evidence of the insurance coverage required herein, along with a waiver of subrogation
endorsement for workers' compensation Insurance certificates and endorsements must be
01203 0006/756875 2 10 E-16
approved by City's Risk Manager prior to commencement of performance Current certification
of insurance shall be kept on file with City at all times during the term of this Agreement City
reserves the right to require complete, certified copies of all required insurance policies, at any
time
b) Duration of coverage Consultant shall procure and maintain for the
duration of this Agreement insurance against claims for injuries to persons or damages to
property which may arise from or in connection with the performance of the Services hereunder
by Consultant, its agents, representatives, employees or subconsultants
c) Primary/noncontributing Coverage provided by Consultant shall be
primary and any insurance or self-insurance procured or maintained by City shall not be required
to contribute with it The limits of insurance required herein may be satisfied by a combination
of primary and umbrella or excess insurance Any umbrella or excess insurance shall contain or
be endorsed to contain a provision that such coverage shall also apply on a primary and non-
contributory basis for the benefit of City before the City's own insurance or self-insurance shall
be called upon to protect it as a named insured
d) City's rights of enforcement In the event any policy of insurance required
under this Agreement does not comply with these specifications or is canceled and not replaced,
City has the right but not the duty to obtain and continuously maintain the insurance it deems
necessary and any premium paid by City will be promptly reimbursed by Consultant or City will
withhold amounts sufficient to pay premium from Consultant payments In the alternative, City
may cancel this Agreement
e) Acceptable insurers All insurance policies shall be issued by an insurance
company currently authorized by the Insurance Commissioner to transact business of insurance
or that is on the List of Approved Surplus Line Insurers in the State of California, with an
assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VI (or larger)
in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by
the City's Risk Manager
f) Waiver of subrogation All insurance coverage maintained or procured
pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or
appointed officers, agents, officials, employees and volunteers or shall specifically allow
Consultant or others providing insurance evidence in compliance with these specifications to
waive their right of recovery prior to a loss Consultant hereby waives its own right of recovery
against City, and shall require similar written express waivers and insurance clauses from each of
its subconsultants
g) Enforcement of contract provisions (non-estoppel) Consultant
acknowledges and agrees that any actual or alleged failure on the part of the City to inform
Consultant of non-compliance with any requirement imposes no additional obligations on the
City nor does it waive any rights hereunder
h) Requirements not limiting Requirements of specific coverage features or
limits contained in this section are not intended as a limitation on coverage, limits or other
01203 0006/756875 2 1 I E-17
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
1) Additional insured status General liability policies shall provide or be
endorsed to provide that City and its officers, officials, employees, and agents, and volunteers
shall be additional insureds under such policies This provision shall also apply to any
excess/umbrella liability policies
k) Prohibition of undisclosed coverage limitations None of the coverages
required herein will be in compliance with these requirements if they include any limiting
endorsement of any kind that has not been first submitted to City and approved of in writing
I) Separation of insureds A severability of interests provision must apply for
all additional insureds ensuring that Consultant's insurance shall apply separately to each insured
against whom claim is made or suit is brought, except with respect to the insurer's limits of
liability The policy(ies) shall not contain any cross-liability exclusions
m) Pass through clause Consultant agrees to ensure that its subconsultants,
subcontractors, and any other party involved with the project who is brought onto or involved in
the project by Consultant, provide the same minimum insurance coverage and endorsements
required of Consultant Consultant agrees to monitor and review all such coverage and assumes
all responsibility for ensuring that such coverage is provided in conformity with the requirements
of this section Consultant agrees that upon request, all agreements with consultants,
subcontractors, and others engaged in the project will be submitted to City for review
n) Agency's right to revise specifications The City reserves the right at any
time during the term of the contract to change the amounts and types of insurance required by
giving the Consultant 90 (ninety) days advance written notice of such change If such change
results in substantial additional cost to the Consultant, the City and Consultant may renegotiate
Consultant s compensation
o) Self-insured retentions Any self-insured retentions must be declared to
and approved by City City reserves the right to require that self-insured retentions be eliminated,
lowered, or replaced by a deductible Self-insurance will not be considered to comply with these
specifications unless approved by City
01203 0006/756875 2 12 E-18
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
services hereunder The provisions of this Section do not apply to claims or liabilities occurring
01203 0006/756875 2 13 E-19
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
61 Records.
Consultant shall keep, and require subcontractors to keep such ledgers books of
accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the
disbursements charged to City and services performed hereunder (the "books and records"), as
shall be necessary to perform the services required by this Agreement and enable the Contract
Officer to evaluate the performance of such services Any and all such documents shall be
maintained in accordance with generally accepted accounting principles and shall be complete
and detailed The Contract Officer shall have full and free access to such books and records at all
times during normal business hours of City, including the right to inspect, copy, audit and make
records and transcripts from such records Such records shall be maintained for a period of three
3) years following completion of the services hereunder, and the City shall have access to such
records in the event any audit is required In the event of dissolution of Consultant's business
custody of the books and records may be given to City, and access shall be provided by
Consultant's successor in interest Notwithstanding the above, the Consultant shall fully
cooperate with the City in providing access to the books and records if a public records request is
made and disclosure is required by law including but not limited to the California Public Records
Act
6.2 Reports.
Consultant shall periodically prepare and submit to the Contract Officer such reports
concerning the performance of the services required by this Agreement as the Contract Officer
shall require Consultant hereby acknowledges that the City is greatly concerned about the cost
of work and services to be performed pursuant to this Agreement For this reason, Consultant
agrees that if Consultant becomes aware of any facts, circumstances techniques, or events that
may or will materially increase or decrease the cost of the work or services contemplated herein
or, if Consultant is providing design services, the cost of the project being designed, Consultant
shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the
estimated increased or decreased cost related thereto and, if Consultant is providing design
services, the estimated increased or decreased cost estimate for the project being designed
6.3 Ownership of Documents.
All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes,
computer files, reports, records, documents and other materials (the "documents and materials")
prepared by Consultant, its employees, subcontractors and agents in the performance of this
Agreement shall be the property of City and shall be delivered to City upon request of the
01203 0006/756875 2 14 E-20
Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim
for further employment or additional compensation as a result of the exercise by City of its full
rights of ownership use reuse, or assignment of the documents and materials hereunder Any
use, reuse or assignment of such completed documents for other projects and/or use of
uncompleted documents without specific written authorization by the Consultant will be at the
City's sole risk and without liability to Consultant, and Consultant's guarantee and warranties
shall not extend to such use, reuse or assignment Consultant may retain copies of such
documents for its own use Consultant shall have the right to use the concepts embodied therein
All subcontractors shall provide for assignment to City of any documents or materials prepared
by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify
City for all damages resulting therefrom Moreover, Consultant with respect to any documents
and materials that may qualify as "works made for hire" as defined in 17 U S C § 101, such
documents and materials are hereby deemed "works made for hire" for the City
6.4 Confidentiality and Release of Information.
a) All information gained or work product produced by Consultant in
performance of this Agreement shall be considered confidential, unless such information is in the
public domain or already known to Consultant Consultant shall not release or disclose any such
information or work product to persons or entities other than City without prior written
authorization from the Contract Officer
b) Consultant, its officers employees, agents or subcontractors, shall not
without prior written authorization from the Contract Officer or unless requested by the City
Attorney, voluntarily provide documents, declarations, letters of support, testimony at
depositions, response to interrogatories or other information concerning the work performed
under this Agreement Response to a subpoena or court order shall not be considered "voluntary '
provided Consultant gives City notice of such court order or subpoena
c) If Consultant, or any officer, employee, agent or subcontractor of
Consultant, provides any information or work product in violation of this Agreement, then City
shall have the right to reimbursement and indemnity from Consultant for any damages, costs and
fees, including attorney's fees, caused by or incurred as a result of Consultant's conduct
d) Consultant shall promptly notify City should Consultant, its officers,
employees, agents or subcontractors be served with any summons, complaint subpoena, notice
of deposition, request for documents, interrogatories, request for admissions or other discovery
request, court order or subpoena from any party regarding this Agreement and the work
performed there under City retains the right, but has no obligation, to represent Consultant or be
present at any deposition, hearing or similar proceeding Consultant agrees to cooperate fully
with City and to provide City with the opportunity to review any response to discovery requests
provided by Consultant However, this right to review any such response does not imply or mean
the right by City to control direct, or rewrite said response
01203 0006/756875 2 15 E-21
ARTICLE 7 ENFORCEMENT OF AGREEMENT AND TERMINATION
7.1 California Law.
This Agreement shall be interpreted, construed and governed both as to validity and to
performance of the parties in accordance with the laws of the State of California Legal actions
concerning any dispute claim or matter arising out of or in relation to this Agreement shall be
instituted in the Superior Court of the County of Los Angeles, State of California, or any other
appropriate court in such county, and Consultant covenants and agrees to submit to the personal
jurisdiction of such court in the event of such action In the event of litigation in a U S District
Court venue shall lie exclusively in the Central District of California, in the County of Los
Angeles, State of California
7.2 Disputes; Default.
In the event that Consultant is in default under the terms of this Agreement, the City shall
not have any obligation or duty to continue compensating Consultant for any work performed
after the date of default Instead, the City may give notice to Consultant of the default and the
reasons for the default The notice shall include the timeframe in which Consultant may cure the
default This timeframe is 15 (fifteen) days, but may be extended, though not reduced, if
circumstances warrant During the period of time that Consultant is in default, the City shall hold
all invoices and shall, when the default is cured, proceed with payment on the invoices In the
alternative the City may, in its sole discretion, elect to pay some or all of the outstanding
invoices during the period of default If Consultant does not cure the default, the City may take
necessary steps to terminate this Agreement under this Article Any failure on the part of the City
to give notice of the Consultant's default shall not be deemed to result in a waiver of the City s
legal rights or any rights arising out of any provision of this Agreement
7 3 Retention of Funds.
Consultant hereby authorizes City to deduct from any amount payable to Consultant
whether or not arising out of this Agreement) (i) any amounts the payment of which may be in
dispute hereunder or which are necessary to compensate City for any losses costs, liabilities, or
damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by
reason of Consultant's acts or omissions in performing or failing to perform Consultant s
obligation under this Agreement In the event that any claim is made by a third party, the amount
or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear
to be the basis for a claim of lien, City may withhold from any payment due, without liability for
interest because of such withholding an amount sufficient to cover such claim The failure of
City to exercise such right to deduct or to withhold shall not however, affect the obligations of
the Consultant to insure indemnify and protect City as elsewhere provided herein
7 4 Waiver.
Waiver by any party to this Agreement of any term, condition, or covenant of this
Agreement shall not constitute a waiver of any other term, condition, or covenant Waiver by any
party of any breach of the provisions of this Agreement shall not constitute a waiver of any other
01203 0006/756875 2 16 E-22
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 30 (thirty) days' written notice to Consultant,
except that where termination is due to the fault of the Consultant, the period of notice may be
such shorter time as may be determined by the Contract Officer Upon receipt of any notice of
termination, Consultant shall immediately cease all services hereunder except such as may be
specifically approved by the Contract Officer Consultant shall be entitled to compensation for
all services rendered prior to the effective date of the notice of termination and for any services
authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation
or such as may be approved by the Contract Officer, except as provided in Section 7 3 In the
event of termination without cause pursuant to this Section, the City need not provide the
Consultant with the opportunity to cure pursuant to Section 7 2
7 8 Termination for Default of Party
If termination is due to the failure of the other Party to fulfill its obligations under this
Agreement
a) City may, after compliance with the provisions of Section 7 2, take over the work
and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable
to the extent that the total cost for completion of the services required hereunder exceeds the
01203 0006/ 756875 2 17 E-23
compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate
such damages), and City may withhold any payments to the Consultant for the purpose of set-off
or partial payment of the amounts owed the City as previously stated
b) Consultant may, after compliance with the provisions of Section 7 2, terminate the
Agreement upon written notice to the City's Contract Officer Consultant shall be entitled to
payment for all work performed up to the date of termination
7.9 Attorneys' Fees.
If either party to this Agreement is required to initiate or defend or made a party to any
action or proceeding in any way connected with this Agreement, the prevailing party in such
action or proceeding in addition to any other relief which may be granted whether legal or
equitable, shall be entitled to reasonable attorney s fees Attorney's fees shall include attorney's
fees on any appeal, and in addition a party entitled to attorney's fees shall be entitled to all other
reasonable costs for investigating such action, taking depositions and discovery and all other
necessary costs the court allows which are incurred in such litigation All such fees shall be
deemed to have accrued on commencement of such action and shall be enforceable whether or
not such action is prosecuted to judgment
ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
8 1 Non-liability of City Officers and Employees.
No officer or employee of the City shall be personally liable to the Consultant or any
successor in interest, in the event of any default or breach by the City or for any amount which
may become due to the Consultant or to its successor, or for breach of any obligation of the
terms of this Agreement
8.2 Conflict of Interest.
Consultant covenants that neither it, nor any officer or principal of its firm, has or shall
acquire any interest, directly or indirectly, which would conflict in any manner with the interests
of City or which would in any way hinder Consultant's performance of services under this
Agreement Consultant further covenants that in the performance of this Agreement, no person
having any such interest shall be employed by it as an officer, employee, agent or subcontractor
without the express written consent of the Contract Officer Consultant agrees to at all times
avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City
in the performance of this Agreement
No officer or employee of the City shall have any financial interest, direct or indirect, in
this Agreement nor shall any such officer or employee participate in any decision relating to the
Agreement which affects her/his financial interest or the financial interest of any corporation,
partnership or association in which (s)he is, directly or indirectly, interested, in violation of any
State statute or regulation The Consultant warrants that it has not paid or given and will not pay
or give any third party any money or other consideration for obtaining this Agreement
01203 0006/756875 2 18 E-24
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
seventy-two (72) hours from the time of mailing if mailed as provided in this Section
9.2 Interpretation.
The terms of this Agreement shall be construed in accordance with the meaning of the
language used and shall not be construed for or against either party by reason of the authorship
of this Agreement or any other rule of construction which might otherwise apply
9 3 Counterparts
This Agreement may be executed in counterparts, each of which shall be deemed to be an
original, and such counterparts shall constitute one and the same instrument
01203 0006/756875 2 19 E-25
9 4 Integration; Amendment.
This Agieement including the attachments heteto is the entre, complete and exclusive
expression of the understanding of the parties It is undeistood that there aie no oral agreements
between the parties hereto affecting this Agreement and this Agreement supersedes and cancels
any and all previous negotiations, aiiangements, agreements and understandings, if any, between
the parties, and none shall be used to interpret this Agieement No amendment to oi modification
of this Agieement shall be valid unless made in wilting and approved by the Consultant and by
the City Council The parties agiee that this lequuement foi wiitten modifications cannot be
waived and that any attempted waives shall be void
9.5 Severability
In the event that any one of moie of the phiases, sentences, clauses, palagiaphs, or
sections contained in this Agreement shall be declaied invalid or unenfoiceable by a valid
judgment of decree of a court of competent jurisdiction, such invalidity of unenforceability shall
not affect any of the remaining phrases, sentences, clauses, palagiaphs, oi sections of this
Agieement which are hereby declared as severable and shall be interpreted to carry out the intent
of the patties hereunder unless the invalid provision is so mate' al that its invalidity deprives
eithei party of the basic benefit of then bargain or renders this Agieement meaningless
9 6 Warranty & Representation of Non-Collusion
No official, officer or employee of City has any financial interest, dnect or indnect, in
this Agreement, no' shall any official, offices, 01 employee of City participate in any decision
relating to this Agieement which may affect his/hei financial interest oi the financial inteiest of
any coipoiation, partnership, or association in which (s)he is directly oi indirectly interested, 01
in violation of any corporation, partnership, 01 association in which (s)he is duectly o1 induectly
interested, or in violation of any State o1 municipal statute oi iegulation The determination of
financial inteiest" shall be consistent with State law and shall not include interests found to be
remote" of "noninterests" pursuant to Government Code Sections 1091 or 1091 5 Consultant
waiiants and represents that it has not paid oi given, and will not pay or give, to any thud party
including, but not limited to, any City official, office' or employee, any money, consideration,
o' othei thing of value as a result or consequence of obtaining or being awarded any agreement
Consultant furthei warrants and represents that (s)he/it has not engaged in any act(s),
omission(s), ot othei conduct ot collusion that would iesult in the payment of any money,
consideration, o' othei thing of value to any thud party including, but not limited to, any City
official, officer, 01 employee, as a iesult of consequence of obtaining oi being awarded any
agreement Consultant is awaie 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 tender
this Agieement void and of no force oi effect
Consultant's Authorized Initials4ILL-----__
01203 0006/756875 2 20
E-26
9.7 Corporate Authority.
The persons executing this Agreement on behalf of the parties hereto warrant that (i) such
party is duly organized and existing, (ii) they are duly authorized to execute and deliver this
Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally
bound to the provisions of this Agreement, and (iv) that entering into this Agreement does not
violate any provision of any other Agreement to which said party is bound This Agreement shall
be binding upon the heirs, executors, administrators, successors and assigns of the parties
SIGNATURES ON FOLLOWING PAGE]
01203 0006/756875 2 21 E-27
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
unicipa : .oration
David L Bradley, Mayor
ATTEST
ere aoka, City Clerk
APPROVED AS TO FORM
ALESHIRE & WYNDER LLP
William W Wynde , City Attorney
CONSULTANT
TELECOM LAW FI , P C
By Wil. S
Name Dr ona' an L Kramer
Title Pr-sid- t
By \ A 4.u..„.
Name Dr Joy at an L Kramer
Title Secret
Address
3570 Camino del Rio N , Suite 102
San Diego CA 92108
Two corporate officer signatures required when Consultant is a corporation, with one signature required
from each of the following groups 1) Chairman of the Board, President or any Vice President, and 2)
Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer CONSULTANT'S
SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE
INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR
OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY
01203 0006/756875 2 22
A-23E-28
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed
the document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
NIVA
wA
Ont, ` ,2021 before meet PA L personally
appearedG"
proved to me on
the basis of satisfactory evidence to be the person(s)names(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies),and that by
his/her/their signature(s)on the instrument the person(s),or the entity upon behalf of which the person(s)acted
executed the instrument
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is
true and correct
law'
ti JOEY AYANNA ISAAC
WITNESS my hand and official seal Notary Public California
f
7.
4 ,' Los Angeles County
Commission R 2348720
Signature u'' My Comm Expires Feb 24,20Th
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
INDIVIDUAL
CORPORATE OFFICER
TITLE OR TYPE OF DOCUMENT
TITLE(S)
PARTNER(S) LIMITED
GENERAL NUMBER OF PAGES
ATTORNEY-IN-FACT
TRUSTEE(S)
GUARDIAN/CONSERVATOR
OTHER DATE OF DOCUMENT
SIGNER IS REPRESENTING
NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE
01203 0006/76873 2
A-24E-29
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed
the document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On 2021 before me, personally appeared proved to me on
the basis of satisfactory evidence to be the person(s)whose names(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies) and that by
his/her/their signature(s)on the instrument the person(s) or the entity upon behalf of which the person(s)acted,
executed the instrument
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is
true and correct
WITNESS my hand and official seal
Signature
OPTIONAL
Though the data below is not required by law it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
INDIVIDUAL
CORPORATE OFFICER
TITLE OR TYPE OF DOCUMENT
TITLE(S)
PARTNER(S) LIMITED
GENERAL NUMBER OF PAGES
ATTORNEY-IN-FACT
TRUSTEE(S)
GUARDIAN/CONSERVATOR
OTHER DATE OF DOCUMENT
SIGNER IS REPRESENTING
NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE
01203 0006/756875 2
A-25E-30
EXHIBIT "A"
SCOPE OF SERVICES
Consultant will perform the following Services relating to wireless facilities applications
A Wireless Siting Application Reviews
1 Application Reviews As a wireless site application reviewer, a part of the City's
planning team, Consultant will review wireless siting applications and provide the City
with a written compliance and completeness analysis as described below
2 Memorandum/Memoranda Content
a Incomplete Memorandum
Upon receipt of an application by the Consultant directly from the City,
Consultant will evaluate and identify whether any items that are required in the
City's wireless application are not completed by the applicant If there are
incomplete items, the Consultant will send the City an "Incomplete
Memorandum" on Consultant's letterhead in PDF format by email within
i nine (9) calendar days for an initial review of a wireless application that
is submitted by the applicant as a small wireless facility, or
ii twenty-one (21) calendar days for an initial review of a wireless
application that is submitted by the applicant in a category that is not a
small wireless facilities, or
iii nine (9) calendar days for a resubmittal review of a wireless
application that was previously deemed incomplete
b Project Memorandum
Once an application is determined by the City or deemed by operation of law to
be complete, Consultant will send the City a Project Memorandum on
Consultant's letterhead in PDF format by email providing the following
information, as applicable
i identify the regulatory classification under which the project should be
processed (i e , Section 6409(a), Small Wireless Facility, major
modification, AB 2421 generator permit, new wireless site, enforcement
of prior wireless permit non-compliance issues, etc ), and
ii discuss design matters, if any, that may reduce the impact of the
proposed site configuration,
iii review emergency standby generator request, analyze proposal under
AB2421 requirements,
iv evaluate time, place, and manner considerations for wireless sites
located in the Public Right of Way,
01203 0006/756875 2 A-1 E-31
v assess the planned compliance with federal radio frequency exposure
guidelines established by the Federal Communications Commission, and,
vi determine any other wireless site-related issues that Consultant, in its
experience and opinion, believes to be relevant or helpful to the City's
review of the wireless application
3 Memorandum Revision
At City's request, without any additional fee, Consultant shall prepare one revision or
follow-up to the Incomplete or Project Memorandum All subsequent/additional revisions
or follow-ups are charged on an hourly basis
4 Consultation Time
a Consultant will provide reasonable consultation by telephone, video link,
and/or through e-mail with the City per project at no additional cost for the flat
fee portion of any project
b For any project where hourly charges apply (i e , after the flat fee portion of a
project), hourly fees for consultations via telephone and/or email may apply at
Consultant's option
c It is understood by the City and Consultant that every wireless project is unique
as to location and design, and some projects may not proceed all the way to an
approval or denial, or the project at a given location may be moved by an
applicant to a different location, each of which may necessitate an entirely new
project review under a separate fee at Consultant's option
B Attendance at Meetings
As requested by City and subject to Consultant s availability and prior commitments, Consultant
will attend City meetings in-person, by telephone, or by video Meeting attendance in person will
also involve billed travel time from Consultant's office to and from the City Meeting attendance
is billed at the hourly rates in this Agreement Travel time to and from the City for in person
meetings will be billed at sixty percent (60%) of the applicable hourly rate
C General Consultation
At the City's request, Consultant will engage with the City regarding any non-privileged
communications within the competence of Consultant as determined by Consultant in any form
on a time available basis for Consultant and will be invoiced on an hourly basis (including travel
time from Consultant's office to and from the City as requested by the City billed at sixty percent
60%) of the applicable hourly charge)
01203 0006/756875 2 A-2 E-32
EXHIBIT "B"
SPECIAL REQUIREMENTS
Superseding Contract Boilerplate)
Added text indicated in bold italics, deleted text indicated in stnkethrough
INTENTIONALLY LEFT BLANK]
01203 0006/756875 2 B-1 E-33
EXHIBIT "C"
SCHEDULE OF COMPENSATION
I Flat Fees.
Consultant shall perform all flat-rate services described in Scope Of Work For Wireless
Project Reviews, Section A, Subsection 1 through 3 and 4(a) for a fixed fee of $2,523.00 per
project Project hours are not reported by Consultant for the flat fee portion of any flat fee
projects
Flat fee projects are billed to the City as a single unit on the first project invoice, which is
issued upon submission of Consultant's first substantive project memorandum (that can include a
memo regarding an incomplete application, a project review memo, or another substantive
project-related memo)
The flat fee (and any subsequent hourly fees) are fully earned by and payable to
Consultant once the Consultant has provided its first substantive memorandum to the City, even
when the project is subsequently cancelled, abandoned, transferred to a different location In the
event that a project is tendered to the Consultant by the City but terminated for any reason prior
to issuance of Consultant s first memorandum, City shall pay Consultant on the hourly basis set
out in this Agreement for all time spent by Consultant on the project prior to Consultant's receipt
of City's notice of termination
II. Hourly Fees
Consultant shall perform all services described in Scope Of Work For Wireless Project
Reviews, Section B and C and all other extra services not described in the Scope of Work but
mutually agreed upon by City and Consultant, on an hourly fee basis as follows
Personnel Rate.
Per Partner or Senior Project Manager 330
Per Associate/Of Counsel or Project Manager 278
Per Paralegal or Senior Project Assistant 206
Per Assistant or Project Assistant 124
All time is billed in 0.1-hour(6 minute) units rounded up to the next 0.1 hour unit.
Annual Fee Adjustments The Flat Rate and Hourly Fees set out in this Agreement shall
automatically increase by three percent (3%) on each anniversary of this Agreement
III. Expenses
City will reimburse the Consultant for all ordinary costs and expenses reasonably
incurred by Consultant in performance of the services provided by Consultant to City pursuant to
this Agreement
01203 0006/756875 2 C-1 E-34
IV The City's designated point of contact for billing queries is the City's Contract Officer
Consultant's designated point of contact for billing queries is Val Halvorsen, Business
Manager, BManager@telecomLawFirm corn, 310-312-9900 ext 135 Either party may
change its designated point of contact for billing queries at any time upon ten (10)
business days' written notice to the other
01203 0006/756875 2 C-2 E-35
EXHIBIT "D"
SCHEDULE OF PERFORMANCE
Incomplete Memorandum
Nine (9) calendar days for an initial review of a wireless application that is submitted by
the applicant as a small wireless facility, or
Twenty-one (21) calendar days for an initial review of a wireless application that are
submitted by the applicant in a category that is not a small wireless facilities, or
Nine (9) calendar days for a resubmittal review of a wireless application that was deemed
incomplete
Attendance at Meetings
As requested, on an hourly basis portal to portal, and subject to prior scheduling
General Consultation
As requested, on an hourly basis portal to portal, and subject to prior scheduling
01203 0006/756875 2 D-1 E-36
F-1
PROFESSIONAL SERVICES AGREEMENT
By and Between
CITY OF RANCHO PALOS VERDES
and
FEHR& PEERS
01203 0006/756780 2 I F-2
AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF RANCHO PALOS VERDES AND
FEHR& PEERS
THIS AGREEMENT FOR PROFESSIONAL SERVICES (herein Agreement") is made
and entered into on December 21st 2021, by and between the CITY OF RANCHO PALOS
VERDES, a California municipal corporation ( City") and FEHR & PEERS 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 descnbed 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 entenng 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, expenence and talent, perform all services described herein Consultant covenants that it
shall follow the highest professional standards in performing the work and services required
hereunder and that all materials will be both of good quality as well as fit for the purpose
01203 0006/756780 2
F-3
intended For purposes of this Agreement, the phrase `highest professional standards" shall mean
those standards of practice recognized by one or more first-class firms performing similar work
under similar circumstances
1 2 Consultant's Proposal
The Scope of Service shall include the Consultant's Proposal which shall be incorporated
herein by this reference as though fully set forth herein In the event of any inconsistency
between the terms of such Proposal and this Agreement, the terms of this Agreement shall
govern
1 3 Compliance with Law
Consultant shall keep itself informed concerning, and shall render all services hereunder
in accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and
any Federal, State or local governmental entity having jurisdiction in effect at the time service is
rendered
1 4 California Labor Law
If the Scope of Services includes any public work or maintenance work," as those
terms are defined in California Labor Code section 1720 et seq and California Code of
Regulations, Title 8, Section 16000 et seq , and if the total compensation is $1,000 or more,
Consultant shall pay prevailing wages for such work and comply with the requirements in
California Labor Code section 1770 et seq and 1810 et seq , and all other applicable laws,
including the following requirements
a) Public Work The Parties acknowledge that some or all of the work to be
performed under this Agreement is a public work as defined in Labor Code Section 1720 and
that this Agreement is therefore subject to the requirements of Division 2, Part 7, Chapter 1
commencing with Section 1720) of the California Labor Code relating to public works contracts
and the rules and regulations established by the Department of Industrial Relations ("DIR')
implementing such statutes The work performed under this Agreement is subject to compliance
monitoring and enforcement by the DIR Consultant shall post job site notices, as prescribed by
regulation
b) Prevailing Wages Consultant shall pay prevailing wages to the extent
required by Labor Code Section 1771 Pursuant to Labor Code Section 1773 2, copies of the
prevailing rate of per diem wages are on file at City Hall and will be made available to any
interested party on request By initiating any work under this Agreement, Consultant
acknowledges receipt of a copy of the Department of Industnal Relations (DIR) determination of
the prevailing rate of per diem wages, and Consultant shall post a copy of the same at each job
site where work is performed under this Agreement
c) Penalty for Failure to Pay Prevailing Wages Consultant shall comply with
and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment
of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages The
01203 0006/756780 2 2
F-4
Consultant shall, as a penalty to the City, forfeit $200 (two hundred dollars) for each calendar
day, or portion thereof, for each worker paid less than the prevailing rates as determined by the
DIR for the work or craft in which the worker is employed for any public work done pursuant to
this Agreement by Consultant or by any subcontractor
d) Payroll Records Consultant shall comply with and be bound by the
provisions of Labor Code Section 1776, which requires Consultant and each subconsultant to
keep accurate payroll records and venfy such records in wnting 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 Pnor 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 dunng 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 dunng 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 1%2
one and one half) times the basic rate of pay
h) Workers' Compensation California Labor Code Sections 1860 and 3700
provide that every employer will be required to secure the payment of compensation to its
employees if it has employees In accordance with the provisions of California Labor Code
Section 1861, Consultant certifies as follows
I am aware of the provisions of Section 3700 of the Labor Code which require
every employer to be insured against liability for workers' compensation or to
undertake self-insurance in accordance with the provisions of that code, and I will
comply with such provisions before commencing the performance of the work of
this contract"
01203 0006/756780 2 3
F-5
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 penodic 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 anse 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, pnor to commencement of services
hereunder Should the Consultant discover any latent or unknown conditions, which will
matenally affect the performance of the services hereunder, Consultant shall immediately inform
the City of such fact and shall not proceed except at Consultant s nsk until wntten instructions
are received from the Contract Officer in the form of a Change Order
1 7 Care of Work
The Consultant shall adopt reasonable methods during the life of the Agreement to
furnish continuous protection to the work, and the equipment, materials, papers, documents,
plans, studies and/or other components thereof to prevent losses or damages, and shall be
responsible for all such damages, to persons or property, until acceptance of the work by City,
except such losses or damages as may be caused by City's own negligence
01203 0006/756780 2 4
F-6
1 8 Further Responsibilities of Parties
Both parties agree to use reasonable care and diligence to perform their respective
obligations under this Agreement Both parties agree to act in good faith to execute all
instruments, prepare all documents and take all actions as may be reasonably necessary to carry
out the purposes of this Agreement Unless hereafter specified, neither party shall be responsible
for the service of the other
1 9 Additional Services
City 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% 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 $1,050,000 (One Million Fifty Thousand Dollars) (the
Contract Sum"), unless additional compensation is approved pursuant to Section 1 9 Annual
compensation shall not exceed$350,000 (Three Hundred Fifty Thousand Dollars)
2 2 Method of Compensation
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
2 3 Reimbursable Expenses
Compensation may include reimbursement for actual and necessary expenditures for
reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in
advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4 5,
and only if specified in the Schedule of Compensation The Contract Sum shall include the
attendance of Consultant at all project meetings reasonably deemed necessary by the City
Coordination of the performance of the work with City is a critical component of the services If
Consultant is required to attend additional meetings to facilitate such coordination, Consultant
shall not be entitled to any additional compensation for attending said meetings
2.4 Invoices
Each month Consultant shall furnish to City an original invoice, using the City template,
or in a format acceptable to the City, for all work performed and expenses incurred during the
preceding month in a form approved by City's Director of Finance By submitting an invoice for
payment under this Agreement, Consultant is certifying compliance with all provisions of the
Agreement The invoice shall detail charges for all necessary and actual expenses by the
following categories labor (by sub-category), travel, materials, equipment, supplies, and sub-
contractor contracts Sub-contractor charges shall also be detailed by such categories Consultant
shall not invoice City for any duplicate services performed by more than one person
City shall independently review each invoice submitted by the Consultant to determine
whether the work performed and expenses incurred are in compliance with the provisions of this
Agreement Except as to any charges for work performed or expenses incurred by Consultant
which are disputed by City, or as provided in Section 7 3, City will use its best efforts to cause
Consultant to be paid within 45 (forty-five) days of receipt of Consultant's correct and
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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 penod(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 penod(s) specified in the
Schedule of Performance may be approved in writing by the Contract Officer through a Change
Order, but not exceeding 90 (ninety)days cumulatively
3 3 Force Maieure
The time period(s) specified in the Schedule of Performance for performance of the
services rendered pursuant to this Agreement shall be extended because of any delays due to
unforeseeable causes beyond the control and without the fault or negligence of the Consultant,
including, but not restricted to, acts of God or of the public enemy, unusually severe weather,
fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes,
wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant
shall within 10 (ten) days of the commencement of such delay notify the Contract Officer in
writing of the causes of the delay The Contract Officer shall ascertain the facts and the extent of
delay, and extend the time for performing the services for the period of the enforced delay when
and if in the judgment of the Contract Officer such delay is justified The Contract Officer's
determination shall be final and conclusive upon the parties to this Agreement In no event shall
Consultant be entitled to recover damages against the City for any delay in the performance of
this Agreement, however caused, Consultant's sole remedy being extension of the Agreement
pursuant to this Section
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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 3 years
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 2 additional 1-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
Sarah Brandenberg Principal and Vice President
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 authonty is expressly conferred under this Agreement or is otherwise expressly conferred in
writing by City Consultant shall not at any time or in any manner represent that Consultant or
any of Consultant's officers, employees, or agents are in any manner officials, officers,
employees or agents of City Neither Consultant, nor any of Consultant's officers, employees or
agents, shall obtain any rights to retirement, health care or any other benefits which may
otherwise accrue to City's employees Consultant expressly waives any claim Consultant may
have to any such rights
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4 3 Contract Officer
The Contract Officer shall be Ramzi Awwad or such person as may be designated by the
Public Works 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 authonty, 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 enterpnse with Consultant
4 5 Prohibition Against Subcontracting or Assignment
The expenence, 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 wntten 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 pnor wntten approval of
City Transfers restncted hereunder shall include the transfer to any person or group of persons
acting in concert of more than 25% (twenty five percent) of the present ownership and/or control
of Consultant, taking all transfers into account on a cumulative basis In the event of any such
unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void No
approved transfer shall release the Consultant or any surety of Consultant of any liability
hereunder without the express consent of City
ARTICLE 5 INSURANCE AND INDEMNIFICATION
5 1 Insurance Coverages
Without limiting Consultant's indemnification of City, and prior to commencement of
any services under this Agreement, Consultant shall obtain, provide and maintain at its own
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expense dunng 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 ansing 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 dunng the term of this Agreement City
reserves the nght to require complete, certified copies of all required insurance policies, at any
time
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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 nght 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
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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
1) Additional insured status General liability policies shall provide or be
endorsed to provide that City and its officers, officials, employees, and agents, and volunteers
shall be additional insureds under such policies This provision shall also apply to any
excess/umbrella liability policies
k) Prohibition of undisclosed coverage limitations None of the coverages
required herein will be in compliance with these requirements if they include any limiting
endorsement of any kind that has not been first submitted to City and approved of in writing
l) Separation of insureds A severability of interests provision must apply for
all additional insureds ensuring that Consultant's insurance shall apply separately to each insured
against whom claim is made or suit is brought, except with respect to the insurer's limits of
liability The policy(ies) shall not contain any cross-liability exclusions
m) Pass through clause Consultant agrees to ensure that its subconsultants,
subcontractors, and any other party involved with the project who is brought onto or involved in
the project by Consultant, provide the same minimum insurance coverage and endorsements
required of Consultant Consultant agrees to monitor and review all such coverage and assumes
all responsibility for ensuring that such coverage is provided in conformity with the requirements
of this section Consultant agrees that upon request, all agreements with consultants,
subcontractors, and others engaged in the project will be submitted to City for review
n) Agency s right to revise specifications The City reserves the right at any
time during the term of the contract to change the amounts and types of insurance required by
giving the Consultant 90 (ninety) days advance written notice of such change If such change
results in substantial additional cost to the Consultant, the City and Consultant may renegotiate
Consultant's compensation
o) Self-insured retentions Any self-insured retentions must be declared to
and approved by City City reserves the right to require that self-insured retentions be eliminated,
lowered, or replaced by a deductible Self-insurance will not be considered to comply with these
specifications unless approved by City
p) Timely notice of claims Consultant shall give City prompt and timely
notice of claims made or suits instituted that anse 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
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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 ansing 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
ansing 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
d) 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 ansing from any negligent or
wrongful act, error or omission, or reckless or willful misconduct of Consultant in the
performance of professional services hereunder The provisions of this Section do not apply to
claims or liabilities occurnng 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 ansing out of the negligence, recklessness or willful misconduct of the
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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
61 Records
Consultant shall keep, and require subcontractors to keep, such ledgers, books of
accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the
disbursements charged to City and services performed hereunder (the books and records' ), as
shall be necessary to perform the services required by this Agreement and enable the Contract
Officer to evaluate the performance of such services Any and all such documents shall be
maintained in accordance with generally accepted accounting principles and shall be complete
and detailed The Contract Officer shall have full and free access to such books and records at all
times during normal business hours of City, including the right to inspect, copy, audit and make
records and transcripts from such records Such records shall be maintained for a period of three
3) years following completion of the services hereunder, and the City shall have access to such
records in the event any audit is required In the event of dissolution of Consultant's business,
custody of the books and records may be given to City, and access shall be provided by
Consultant's successor in interest Notwithstanding the above, the Consultant shall fully
cooperate with the City in providing access to the books and records if a public records request is
made and disclosure is required by law including but not limited to the California Public Records
Act
6 2 Reports
Consultant shall periodically prepare and submit to the Contract Officer such reports
concerning the performance of the services required by this Agreement as the Contract Officer
shall require Consultant hereby acknowledges that the City is greatly concerned about the cost
of work and services to be performed pursuant to this Agreement For this reason, Consultant
agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that
may or will materially increase or decrease the cost of the work or services contemplated herein
or, if Consultant is providing design services, the cost of the project being designed, Consultant
shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the
estimated increased or decreased cost related thereto and, if Consultant is providing design
services, the estimated increased or decreased cost estimate for the project being designed
6 3 Ownership of Documents
All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes,
computer files, reports, records, documents and other materials (the `documents and materials")
prepared by Consultant, its employees, subcontractors and agents in the performance of this
Agreement shall be the property of City and shall be delivered to City upon request of the
Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim
for further employment or additional compensation as a result of the exercise by City of its full
nghts 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
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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 pnor 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, interrogatones, request for admissions or other discovery
request, court order or subpoena from any party regarding this Agreement and the work
performed there under City retains the right, but has no obligation, to represent Consultant or be
present at any deposition, hearing or similar proceeding Consultant agrees to cooperate fully
with City and to provide City with the opportunity to review any response to discovery requests
provided by Consultant However, this right to review any such response does not imply or mean
the right by City to control, direct, or rewrite said response
ARTICLE 7 ENFORCEMENT OF AGREEMENT AND TERMINATION
7 1 California Law
This Agreement shall be interpreted, construed and governed both as to validity and to
performance of the parties in accordance with the laws of the State of California Legal actions
concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be
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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
provision or a waiver of any subsequent breach or violation of any provision of this Agreement
Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of
the provisions of this Agreement No delay or omission in the exercise of any right or remedy by
a non-defaulting party on any default shall impair such right or remedy or be construed as a
waiver Any waiver by either party of any default must be in writing and shall not be a waiver of
any other default concerning the same or any other provision of this Agreement
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7 5 Rights and Remedies are Cumulative
Except with respect to rights and remedies expressly declared to be exclusive in this
Agreement, the rights and remedies of the parties are cumulative and the exercise by either party
of one or more of such nghts 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 30 (thirty) days' written notice to Consultant,
except that where termination is due to the fault of the Consultant, the period of notice may be
such shorter time as may be determined by the Contract Officer Upon receipt of any notice of
termination, Consultant shall immediately cease all services hereunder except such as may be
specifically approved by the Contract Officer Consultant shall be entitled to compensation for
all services rendered prior to the effective date of the notice of termination and for any services
authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation
or such as may be approved by the Contract Officer, except as provided in Section 7 3 In the
event of termination without cause pursuant to this Section, the City need not provide the
Consultant with the opportunity to cure pursuant to Section 7 2
7 8 Termination for Default of Party
If termination is due to the failure of the other Party to fulfill its obligations under this
Agreement
a) City may, after compliance with the provisions of Section 7 2, take over the work
and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable
to the extent that the total cost for completion of the services required hereunder exceeds the
compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate
such damages), and City may withhold any payments to the Consultant for the purpose of set-off
or partial payment of the amounts owed the City as previously stated
b) Consultant may, after compliance with the provisions of Section 7 2, terminate the
Agreement upon written notice to the City s Contract Officer Consultant shall be entitled to
payment for all work performed up to the date of termination
01203 0006/756780 2 17
F-19
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 wntten consent of the Contract Officer Consultant agrees to at all times
avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City
in the performance of this Agreement
No officer or employee of the City shall have any financial interest, direct or indirect, in
this Agreement nor shall any such officer or employee participate in any decision relating to the
Agreement which affects her/his financial interest or the financial interest of any corporation,
partnership or association in which (s)he is, directly or indirectly, interested, in violation of any
State statute or regulation The Consultant warrants that it has not paid or given and will not pay
or give any third party any money or other consideration for obtaining this Agreement
8 3 Covenant Against Discrimination
Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons
claiming under or through them, that there shall be no discnmination against or segregation of,
any person or group of persons on account of race, color, creed, religion, sex, gender, sexual
onentation, mantal status, national ongin, 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 dunng employment without regard to their race, color, creed,
01203 0006/756780 2 18
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religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other
protected class
8 4 Unauthorized Aliens
Consultant hereby promises and agrees to comply with all of the provisions of the Federal
Immigration and Nationality Act, 8 U S C § 1101 et seq , as amended, and in connection
therewith, shall not employ unauthorized aliens as defined therein Should Consultant so employ
such unauthorized aliens for the performance of work and/or services covered by this
Agreement, and should any liability or sanctions be imposed against City for such use of
unauthorized aliens, Consultant hereby agrees to and shall reimburse City for the cost of all such
liabilities or sanctions imposed, together with any and all costs, including attorneys' fees,
incurred by City
ARTICLE 9 MISCELLANEOUS PROVISIONS
91 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
seventy-two (72) hours from the time of mailing if mailed as provided in this Section
9 2 Interpretation
The terms of this Agreement shall be construed in accordance with the meaning of the
language used and shall not be construed for or against either party by reason of the authorship
of this Agreement or any other rule of construction which might otherwise apply
9 3 Counterparts
This Agreement may be executed in counterparts, each of which shall be deemed to be an
original, and such counterparts shall constitute one and the same instrument
9 4 Integration, Amendment
This Agreement including the attachments hereto is the entire, complete and exclusive
expression of the understanding of the parties It is understood that there are no oral agreements
between the parties hereto affecting this Agreement and this Agreement supersedes and cancels
any and all previous negotiations, arrangements, agreements and understandings, if any, between
the parties, and none shall be used to interpret this Agreement No amendment to or modification
of this Agreement shall be valid unless made in writing and approved by the Consultant and by
01203 0006/756780 2 19
F-21
the City Council The parties agree that this requirement for written modifications cannot be
waived and that any attempted waiver shall be void
9 5 Severability
In the event that any one or more of the phrases, sentences, clauses, paragraphs, or
sections contained in this Agreement shall be declared invalid or unenforceable by a valid
judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall
not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this
Agreement which are hereby declared as severable and shall be interpreted to carry out the intent
of the parties hereunder unless the invalid provision is so material that its invalidity deprives
either party of the basic benefit of their bargain or renders this Agreement meaningless
9 6 Warranty & Representation of Non-Collusion
No official, officer, or employee of City has any financial interest, direct or indirect, in
this Agreement, nor shall any official, officer, or employee of City participate in any decision
relating to this Agreement which may affect his/her financial interest or the financial interest of
any corporation, partnership, or association in which (s)he is directly or indirectly interested, or
in violation of any corporation, partnership, or association in which (s)he is directly or indirectly
interested, or in violation of any State or municipal statute or regulation The determination of
financial interest shall be consistent with State law and shall not include interests found to be
remote" or 'noninterests" pursuant to Government Code Sections 1091 or 1091 5 Consultant
warrants and represents that it has not paid or given, and will not pay or give, to any third party
including, but not limited to, any City official, officer, or employee, any money, consideration,
or other thing of value as a result or consequence of obtaining or being awarded any agreement
Consultant further warrants and represents that (s)he/it has not engaged in any act(s),
omission(s), or other conduct or collusion that would result in the payment of any money,
consideration, or other thing of value to any third party including, but not limited to, any City
official, officer, or employee, as a result of consequence of obtaining or being awarded any
agreement Consultant is aware of and understands that any such act(s), omission(s) or other
conduct resulting in such payment of money, consideration, or other thing of value will render
this Agreement void and of no force or effect
Consultant's Authorized Initials ??-)
9 7 Corporate Authority
The persons executing this Agreement on behalf of the parties hereto warrant that(i) such
party is duly organized and existing, (ii) they are duly authorized to execute and deliver this
Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally
bound to the provisions of this Agreement, and (iv) that entenng into this Agreement does not
violate any provision of any other Agreement to which said party is bound This Agreement shall
be binding upon the heirs, executors, administrators, successors and assigns of the parties
SIGNATURES ON FOLLOWING PAGE]
01203 0006/756780 2 20
F-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
mu ..1 corporation
D. radley, Mayor
ATTEST
h-aO f
ores Takaoka, City Clerk
APPROVED AS TO FORM
ALESHIRE & WYNDER, LLP
William W Wynd ity Attorney
CONSULTANT.
Fehr& Peers
By
Name ar3A Brandenberg
Title Prrt'ncipal and Vice President
By
Name
Title
Address 100 Pringle Ave, Suite 600
Walnut Creek, CA 94596
Two corporate officer signatures required when Consultant is a corporation,with one signature required
from each of the following groups 1)Chairman of the Board,President or any Vice President, and 2)
Secretary,any Assistant Secretary,Chief Financial Officer or any Assistant Treasurer CONSULTANT'S
SIGNATURES SHALL BE DULY NOTARIZED,AND APPROPRIATE ATTESTATIONS SHALL BE
INCLUDED AS MAY BE REQUIRED BY THE BYLAWS,ARTICLES OF INCORPORATION,OR
OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY
01203 0006/756780 2 21
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CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed
the document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
II--
On [e( I(o ,2021 before me,,kl111Q Mint C1!'personally appeared jNgh N1YI1' ,proved to me on
the basis of satisfactory evidence to be the person(s)whose names(s)is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies),and that by
his/her/their signature(s)on the instrument the person(s),or the entity upon behalf of which the person(s)acted,
executed the instrument
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is
true and correct
WITNESS my and and official seal r - 4 SELINpMARIE CASHIN
ti.. Notary Public California
2
Los Angeles County 3:
Signature f' Commission p 2350846g
My Comm Expires Mar 10 2025
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
INDIVIDUAL
CORPORATE OFFICER r11-f Seor101 I ,ery i(PS he neki+—
TITLE OR TYPE OF DOCUM NT
TITLE(S)
PARTNER(S) LIMITED
GENERAL NUMBER OF PAGES
ATTORNEY-IN-FACT
TRUSTEE(S)
El JL
I n I I t )
GUARDIAN/CONSERVATOR
OTHER DATE OFDOCUMENT
SIGNER IS REPRESENTING
NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE
01203 0006/756780 2
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Corporate Secretary's Certificate
I,Marion Donnelly,Secretary of Fehr&Peers,a corporation organized and existing under the laws
of the State of California, hereby certify that the foregoing is a complete, true and correct copy of
resolutions of the Board of Directors of the Corporation, duly and regularly adopted by the Board of
Directors of the Corporation,duly and regularly adopted by the Board of Directors of the Corporation in
all respects as required by law and the by laws of the Corporation on July 10,2019 at a meeting at which
a quorum of the Board of Directors of the Corporation was present and the requisite number of such
directors voted in favor of said resolutions, or by unanimous consent in writing of all members of the
Board of Directors of the Corporation to the adoption of said resolutions
I further certify that the said resolutions are still in force and effect and have not been amended
or revoked and do not exceed the objects or powers of the Corporation or the powers of its directors
IN WITNESS WHEREOF, I have hereunto set my hand as Secretary of the Corporation, an affixed the
corporate seal of the Corporation,on March 30,2021
Affix Corporate Seal Here
2)*C'-\ Z)--n 1 a
Marion Donnelly(signature),SECRETARY OF Fehr&Peers,A CORPORATION
F-25
UNANIMOUS WRITTEN CONSENT OF DIRECTORS OF
FEHR&PEERS
The undersigned,constituting all of the directors of the corporation,acting pursuant to the
authority of 307(b)of the California General Corporation Law, hereby adopt the following recitals and
resolution,effective on the date of the last signature hereof
RESOLVED,that the President and each director of this corporation is authorized to execute
any contract by which the corporation would perform services for any client, and to bind the
corporation thereto by his or her signature alone"
BE IT FURTHER RESOLVED,that any executed copy of this Resolution,duly signed as hereunder,
shall constitute a Certificate of Corporate Resolution in the matters hereinabove recited
DATED July 10, 2019
ppr
Matthew J my
Steven Brown
Ronald T Milam
S. :randenberg
k
Marion Donnelly
F-26
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed
the document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On 2021 before me, personally appeared proved to me on
the basis of satisfactory evidence to be the person(s)whose names(s)is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies),and that by
his/her/their signature(s)on the instrument the person(s),or the entity upon behalf of which the person(s)acted,
executed the instrument
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is
true and correct
WITNESS my hand and official seal
Signature
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
INDIVIDUAL
CORPORATE OFFICER
TITLE OR TYPE OF DOCUMENT
TITLE(S)
PARTNER(S) LIMITED
GENERAL NUMBER OF PAGES
ATTORNEY-IN-FACT
TRUSTEE(S)
GUARDIAN/CONSERVATOR
OTHER DATE OF DOCUMENT
SIGNER IS REPRESENTING
NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE
01203 0006/756780 2
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EXHIBIT "A"
SCOPE OF SERVICES
I Consultant will provide on-call professional services relating to traffic
engineering (the Services), as more fully detailed herein Consultant has been
selected to provide this Scope of Services that will be readily available for a fixed
rate when needed However, before any work is performed, Consultant must
provide a specific written proposal for any requested services and obtain advance
written approval to proceed from City's Contract Office, as such process is more
fully described below Unless specifically defined, each category or type of work
listed shall be construed to include all services customarily performed by a first-
class consultant as defined under such category or type
II Work Request Procedure
A Each task to be performed shall be set forth m a verbal or wntten request
Request") produced by City's Contract Officer with a descnption of the work
to be performed, and the time desired for completion All tasks shall be earned
out in conformity with all provisions of this Agreement
B Following receipt of the Request, Consultant shall prepare a 'Task Proposal '
that includes the following components
1 A written description of the requested task ("Task Description') including all
components and subtasks, and including any clarifications of the descriptions
provided in the Request,
2 The costs to perform the task(`Task Budget"),
3 A break-down of the costs or an explanation of how the cost was determined,
and
4 A schedule for completion of the task ("Task Completion Schedule ),
including a final completion date (`Task Completion Date')
C City's Contract Officer shall approve, modify, or reject the Task Proposal in
writing, and issue a Notice to Proceed when a written agreement has been reached
on the Task Proposal
D The task shall be performed at a cost not exceeding the Task Budget
E Consultant shall complete the task and deliver all deliverables to Contract Officer
by the Task Completion Date and in accordance with the Task Completion
Schedule
01203 0006/756780 2 A-1
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III Consultant acknowledges that City has no obligation to request that any services be
performed by Consultant under this Agreement City's Contract Officer may
establish a rotation schedule with multiple consultants, and may seek competing
Task Proposals, may select a consultant that in its judgement is best suited for a
particular task, or may select a consultant in a manner that is in the best interest of
City
IV 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 Consultant shall provide to City's Contract Officer a weekly wntten summary of
progress on all approved Task Proposals for services lasting longer than one
week
V 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
VI Consultant shall utilize the personnel stated in their proposal to accomplish the
Services, unless otherwise approved by the Contract Officer
SCOPE OF WORK
The following services tasks performed by the selected on-call firms requested by the
City include, but not limited to the following
Traffic Engineering
Transportation and Traffic Engineering
Traffic Signals
o Operations support
o Maintenance support
o Warrant analysis(including left-turn phase and HAWK)
o Plans, specifications, and estimates for new signals, signal rebuilds or
replacements, signal modifications, and temporary signals
o Review traffic signal timing plans and collision data for intersections, and provide
recommended adjustments
Traffic Control Devices
01203 0006/756780 2 A-2
F-29
o Analysis
o Plans, specifications, and estimates
Pavement Marking
o Analysis
o Plans, specifications, and estimates
Streetlights
o Operations support
o Maintenance support
o Plans, specifications, and estimates
o Coordination with electncal service providers
Traffic Analysis including micro-simulation
o Gap studies
o School Zone traffic analysis and coordination
o Support goals related to local traffic operations and respond to vanous community
issues
i Analyze issues, identify alternative solutions, provide recommendations
determine consequences of proposed actions,
Traffic Calming
o Analysis
o Concept plans, including physical design modifications, signage plans and
pavement marking plans
Work Zone Transportation Management Plans(TMPs)
o Plans, specifications, and estimates
o Plan review
Intelligent Transportation Systems
o Planning
01203 0006/756780 2 A-3
F-30
o Plans, specifications, and estimates
Parking Studies
Engineering and Traffic Surveys
Developer and Capital Improvement Project Review
o Peer review private and public development plans and respond to inquiries and
questions related to traffic engineering development matters
o Peer review traffic analyses
o Peer review geometnc design
Assist in the Development of Transportation Engineering Policies
Other Transportation Related Support Services
o Provide information to the public, respond to and resolves citizen inquires and
complaints related to the traffic engineering functions within the City
o Assist construction inspectors in the interpretation of plans, specifications and
other contract documents for assigned projects
o Support public involvement and community outreach for selected transportation
projects
i Attendance and participation in public meetings
ii Creation of various education and outreach materials such as project
flyers, PowerPoint presentations, etc
o Prepare grant applications for funding from federal, state, and regional agencies
for the traffic safety studies and improvements
Support Services
Survey and Right-Of-Way (ROW)
General Civil Engineering Design
Construction Administration, Management, and Inspection
Staff Augmentation
Consultant may be required to provide one of its qualified employees, based on
Consultant's determination of qualifications, to act as City's Project Manager and/or Project
Engineer for a specific duration requested by City's Contract Officer The employee so
01203 0006/756780 2 A-4
F-31
designated by Consultant may be tasked by Consultant, at City's request, to work on a specific
project or on multiple projects The employee may be directed by Consultant, at City's request,
to perform design/analysis work or manage the work of other independent consultants or
independent contractors, who will be under separate contract(s) with City, and coordinate work
with stakeholders Compensation for such services will be based on actual hours or services
performed, excluding travel time to City offices, and overtime shall not be requested by City or
permitted by Consultant
01203 0006/756780 2 A-5
F-32
B. Approach to Scope
of Services
Our Approach of traffic operations and construction support allows
projects to advance to implementation.
Fehr & Peers has expertise in providing transportation
engineering services from early planning to Traffic Control Devices
construction.Fehr & Peers has extensive implementation experience
with various traffic control devices, including
We provide engineering services through the life roundabouts, pedestrian hybrid beacons, and
of the project. From the early planning stages of rectangular rapid flashing beacons. Experience includes
a project,to the development of design plans, and plans, specifications, and cost estimates.
through the final implementation in the field, our
experts have a successful track-record of approaching Pavement Markings
the challenges of the most simple or the most complex Fehr& Peers prepares signing and striping plans
project from start to finish. pavement delineation and traffic control devices)for
vehicles, transit, and active transportation modes. We
We employ a comprehensive approach. We integrate have extensive experience designing in constrained
engineering, design,and constructability expertise with and unique environments, such as areas with limited
our extensive knowledge of transportation planning visibility, or with pandemic-related interim design.
and traffic operations to provide clients with the
combination of innovative, yet practical solutions that Streetlights
address the needs of all travel modes. This inclusive Fehr& Peers regularly prepares construction drawings
approach to transportation engineering is beneficial for both roadway and intersection lighting. Whether a
for clients seeking to make cost-effective decisions local street, or interstate, we are prepared to coordinate
and develop practical, biddable projects with minimal with the applicable utility companies, obtain service
questions at the time of construction. points, and design the electrical systems needed
for an effective lighting system. Regardless of the
We design transportation facilities for users of all lighting type, we use software to develop a model and
ages and abilities. We have extensive experience ensure lighting criteria are met, and there is adequate
designing innovative bikeways and safety focused illumination for all users.
pedestrian facilities, working with communities to
implement quick-build mobility improvements for rapid, Traffic Analysis& Mircosimulation
cost-effective implementation, while at the same time We use traffic simulation services to investigate
developing grant applications to fund longer-term
and estimate the impacts of modifications to the
infrastructure changes. transportation network, such as road geometry, traffic
control, and traffic levels. We use Synchro/SimTraffic
Traffic Signals and VISSIM to simulate all conditions and modes.We
Fehr & Peers regularly performs signal warrant have extensive experience working with Safe Routes
analyses and prepares signal timing plans. We have to Schools programs, and school campuses to analyze
designed thousands of traffic signals, and regularly traffic operations and safety issues.
prepare construction documents for projects with new
or modified traffic signal equipment. Our knowledge
4
F-33
Qp,NCHO o7<
projects using level of service(LOS) analyses andTrafficCalming
Fehr& Peers is a nationally-recognized leader in traffic
VMT, adhering to the City's guidelines. Our TISs are y
calming and neighborhood traffic management. This
multimodal, emphasize site plan and access review,
includes developing traffic calming guides, applying
and consider safety.Our motivation to be the best
best practices to specific corridors, and developing transportation planning and engineering firm results
designs for implementation.
in our extensive involvement in the development and
interpretation of policy thresholds that establish the
Work Zone Transportation Management defensibility of environmental documents.We have
acted as a peer reviewer on hundreds of traffic analyses
Plans and geometric designs.
Fehr& Peers has prepared TMPs, or temporary traffic
control plans, for a number of agencies to facilitate Development of Transportation
construction projects while maintaining traffic flow.
Balancing the space requirements for construction Engineering Policies
while maintaining access for travel modes is critical.
Fehr& Peers has extensive experience developing and
updating local engineering policies for our clients,
Intelligent Transportation Systems including roadway design guidelines, crosswalk policies,
Fehr& Peers' staff, including many of the staff proposed
and lighting guidelines.
for this on-call, continue to contribute to the state
Other Transportation Related Support
of the practice on Traffic Signal Engineering and
Intelligent Transportation Systems (ITS).Our work Services
includes planning and design of data communications We are experienced in public engagement, including
networks, cameras, central management systems, and the preparation and presentation of materials
ramp metering.
and innovative graphics to the public. We are also
experienced with providing project management and
Parking Studies grant application support to cities across a wide variety
Fehr & Peers has prepared hundreds of parking studies
projects.
for clients with the goal of providing data to make
decisions on allocating finite parking resources. Our Support Services
parking designs including signing and striping plans for KPFF has a long history of providing support services
surface parking structures, Americans with Disabilities for transportation engineering design and construction,
Act (ADA) parking considerations, and Autoturn design including survey and right-of-way services,general civil
vehicle analysis. engineering design, and construction administration,
management and inspection services.
Engineering&Traffic Surveys
Fehr & Peers combines in-house expertise with
Staff Augmentation
innovative data vendors to develop and execute We have often provided dedicated on-call staff
data collection plans for all transportation modes support to cities in need of transportation engineering
to understand existing conditions. Data collection assistance, such as addressing red curb and crosswalk
can include daily counts;classification counts;speed requests, safety and speed concerns, and signal timing
surveys;time reliability studies using vendors such questions.
as Inrix;origin-destination surveys, including license
plate surveys and Bluetooth data; GPS data collection Cost Control Strategies
and using custom applications, including for parking
Execution of a project within the budget and schedule
studies. Fehr& Peers has strong relationships with is directly linked to great project management. We have
innovative data vendors, including Streetlight, Ecopia, invested time and resources into a project management
Wejo, Replica,and Street Simplified, to build customized system, VantagePoint,which provides immediate access
approaches that best suit client needs. to critical information such as current labor hours,
accounts receivable, vendor payments, direct and
Developer& Capital Improvement Project indirect job costs,and many other items. At a very quick
Review
glance, our project managers can determine how much
Fehr& Peers conducts transportation impact studies
budget remains on each task (and direct costs)for a
TIS)that reflect all types of land use and capital
project,and which staff members have been billing to it.
5
F-34
C. Org
and Staffing
PRINCIPAL-IN-CHARGE HIGHLIGHT PROJECT MANAGER HIGHLIGHT
Sarah Brandenberq, TE Claude Strayer, PE, STP, RSP1
21 Years in Transportation 11 Years in Transportation
1189 Projects as Project Manager
149
Projects as Project Manager
or Associate-In-Charge
172 Projects as Principal-In-Charge Projects as an Engineer
Chair, Pedestrian and Bicycle
FEHR & PEERS 2020 CLIENT
Standing Committee, ITE National
SURVEY RESULTS
Registered Civil Engineer in
Clients sai we
exceeded expectations:
California,Arizona and Hawaii
a Certified Road Safety Professional
I
97% In servic
Excellent! What
98% In quality hiring knowledgeable
professional consultants
99.696.of clients say they should be like."would use us again
NOEL CASTILLO, SAN BERNARDINO
COUNTY PUBLIC WORKS
The Project Manager and key staff will
remain assigned to this project through
completion of the Scope of Services.
6 F-35
a,,MCHa,o
ON
yA
CITYOF RANCHOPNOSV ES
i Transportation and Traffic Engineering
Fehr & Peers
4 Staff Augmentation
I
it)
Sarah
TRAFFIC ANALYSIS&
Brandenberg,TE MICROSIMULATION
Principal-In-Charge DEVELOPER&CAPITAL
PROJECT REVIEW
Expected Contribution:15%
STAFF AUGMENTATION
Availability:20%
I
Claude Strayer, PAVEMENT MARKINGS
L PE,STP, RSP1 WORK ZONE
TRANSPORTATION
Project Manager MANAGEMENT PLANS
Expected Contribution:20% TRAFFIC CONTROL DEVICES
Availability:30% ENGINEERING&TRAFFIC SURVEYS
Josh Peterman, Steve Brown, Michael Kennedy,
PE,TE TE, RSP1 AICP LEED AP
Principal Principal Principal
Expected Contribution:10% Expected Contribution:10% Expected Contribution:10%
Availability:15% Availability:20% Availability:15%
STREETLIGHTS PARKING STUDIES
TRAFFIC CALMING
TRAFFIC SIGNALS ENGAGEMENT&GRANT
TRANSPORTATION APPLICATIONS
ENGINEERING POLICIES
Ryan Liu, EIT Seth Contreras, PhD
Senior Engineer Senior Planner
Expected Contribution:10% Expected Contribution:10%
Availability:40% Availability:30%
Task Support Task Support
Tristan MacMillan, Lucas Meier, Chris Jones,PLS
KPFF PE PE,ENV SP Surveying&Mapping
Construction Manager Civil Engineer Expected Contribution:5%
p Support Expected Contribution:5% Expected Contribution:5% -• Availability:15%
Services Availability:15% Availability:20%
CONSTRUCTION
GENERAL CIVIL SURVEY&RIGHT-OF-WAY
ADMINISTRATION,
ENGINEERING DESIGN
MANAGEMENT&INSPECTION
7
F-36
E . Quality Control Plan
Fehr & Peers employs a Quality Control (QC) process Roadway segment LOS analysis
on all transportation planning and traffic operations
projects. At the core of the OC process is a hierarchy
Travel demand forecasts
of staff that are responsible for various aspects of Mitigation testing
each project. The following hierarchy may be employed
on any given project depending on the project Traffic operations analysis
requirements and resources.
Documentation
The Principal-in-Charge or Associate-in-Charge provides
oversight, review, and strategic direction on the study
The same transportation engineer or a separate
as necessary.
document specialist confirms consistency of figures and
tables in the report with technical calculations,thereby
The Project Manager (PM) is responsible for the overall minimizing the likelihood of technical errors that could
quality of the study, and adherence to schedule and affect the study findings.
budget. The PM is the primary point of contact for the
client.
For our engineering design work, Fehr & Peers employs
a 42-page QA/QC plan. The Plan outlines individual
The Project Engineer/Planner conducts the technical responsibilities of everyone, as well as unique
calculations, prepares reports, and supports the PM.responsibilities of key staff (e. g. Principal-in-Charge,
Project Manager, Lead Designer).The Plan explains
Experts are individuals that have considerable our records management and retention protocols to
experience on specific topics and are available to comply with Federal and State Law. The Plan also
collaborate on innovative solutions to a variety of includes an explanation of our standard procedures
planning and operational problems. regarding CADD file creation and management, creation
Technical/Administrative Staff includes individuals who of construction documents, engineering estimates and
prepare high-quality graphics, process reports, set up
other calculations. A copy of the Plan is available to the
conference calls,and conduct other project-related City upon request.
activities as necessary.This staff allows our engineers Checklists are available to ensure the process is
and project managers to focus on the technical analysis. followed, including such activities as coordination
The OC process varies by the prevailing jurisdiction's with utilities, affected agencies, confirming agency
requirements and type of analysis being conducted
comments are responded to, etc. Each of our design
e.g., General Plan, Traffic Impact Study Guidelines, etc.).
documents undergoes an independent internal review,
A transportation engineer/planner who is not directly
for which we have additional technical checklists
involved in this study reviews all technical calculations depending on the type of plan prepared. Finally,
for accuracy.The technical calculations may include but once per year, several projects are audited to ensure
are not limited to the following:
compliance with our QA Plan. Through this process,
Fehr& Peers confirms that our construction documents
Trip Generation Calculations are reviewed multiple times by multiple experts during
the design process, so we can maintain the high level of
Intersection LOS analysis quality that our clients expect.
Trip Assignment /Trip Distribution assumptions
30
F-37
EXHIBIT "B"
SPECIAL REQUIREMENTS
Superseding Contract Boilerplate)
Added text indicated in bold italics, deleted text indicated in str-flEethfeugh
I Section 1 1, Scope of Services, amended to read
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 entenng into this
Agreement, Consultant represents and warrants that it has the qualifications, expenence, 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, expenence 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 matenals will be both of good quality as well as fit for the purpose
intended For purposes of this Agreement, the phrase "highest professional standards' shall mean
those standards of practice recognized by one or more first clas:isimilarly qualified firms
performing similar work under similar circumstances
II Section 1 6, Familiarity with Work, is amended to read
By executing this Agreement, Consultant warrants that in accordance with applicable
prevailing standard of care, Consultant (i) has thorough investigated and considered the scope
of services to be performed, (u) has carefully considered how the services should be performed,
and (iii) fully understands the facilities, difficulties and restnctions 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 fid acquainted with the
conditions there existing, pnor 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
III Section 5 3, Indemnification, is amended to read
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 ansing out of or in
01203 0006/756780 2 B-1
F-38
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
but in no event shall the cost to defend charged to Consultant
exceed the statutory limitations of Civil Code Section 2782 8, although notwithstanding, in the
event one or more defendants is unable to pay its share of defense costs due to bankruptcy or
dissolution of the business, Consultant shall meet and confer with other parties regarding
unpaid defense costs,
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 However, in no event shall cost to defend charged to Consultant exceed the statutory
limitations of Civil Code Section 2782 8, although notwithstanding, in the event one or more
defendants is unable to pay its share of defense costs due to bankruptcy or dissolution of the
business, Consultant shall meet and confer with other parties regarding unpaid defense costs
d) Consultant shall incorporate similar indemnity agreements with its subcontractors
and if it fails to do so Consultant shall be fully responsible to indemnify City hereunder
therefore, and failure of City to monitor compliance with these provisions shall not be a waiver
hereof This indemnification includes claims or liabilities arising from any negligent or wrongful
act, error or omission, or reckless or willful misconduct of Consultant in the performance of
professional services hereunder The provisions of this Section do not apply to claims or
liabilities occumng 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
01203 0006/756780 2 B-2
F-39
IV Subsection (a) of Section 6 4, Confidentiality and Release of Information, is
amended to read
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 Notwithstanding any provision to the contrary in this
section, Consultant is permitted to retain a copy of its project folders and work product for its
records, and its permitted to reference City and its work under this Agreement as
documentation of its experience and capabilities
V Section 7 3, Retention of Funds, is amended to read
Consultant hereby authorizes City to deekietwithhold from any amount payable to
Consultant until such disputes are resolved (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 until such lien or dispute is resolved, 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
01203 0006/756780 2 B-3
F-40
EXHIBIT"C"
SCHEDULE OF COMPENSATION
Consultant shall perform the on-call services at the rates listed in Exhibit C-1 The
rates provided in Exhibit C-1 may be subject to annual CPI increases during the
term of this Agreement Estimated quantities listed in Exhibit C-1, if any, are for the
purpose of estimation only Actual quantities and compensation will depend on the
needs of the City
II Within the budgeted amounts for each task in the Task Budget, and with the
approval of the Contract Officer, funds may be shifted from one Task subbudget to
another so long as the Task Budget is not exceeded
III The City will compensate Consultant for the Services performed upon submission of
a valid invoice Each invoice shall be accompanied by all Task Proposal's for which
Consultant is requesting compensation Each invoice is to include
A Line items for all personnel descnbing the work performed, the number of hours
worked, and the hourly rate
B Line items for all matenals 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 subconsultant labor, supplies, equipment, materials, and
travel properly charged to the Services
IV The total compensation for the Services under this Agreement shall not exceed the
amount provided in Section 2 1 of this Agreement The total Task Budget for any
individual Task shall not exceed $350,000
01203 0006/756780 2 C-1
F-41
EXHIBIT "C-1"
FEH R ' PEERS
Fehr&Peers Fully Loaded Billing Rates
Labor Classification 2021 2022 2023 2024 2025 2026
Grade VIII Principal Engineer/Planner(Principal) 25500 $260 00 $265 00 $270 00 $275 00 $281 00
Grade VII Senior Project Manager(Sr Associate) 22000 $224 00 $228 00 $233 00 $238 00 $24300
Grade VI Project Manager(Associate) 19000 $19400 $19800 $20200 $20600 $21000
Grade V Senior Engineer/Planner 17000 $17300 $17600 $ 18000 $18400 $ 18800
Grade IV Project Engineer/Planner(Eng/PI III) 15000 $15300 $15600 $ 15900 $ 16200 $ 16500
Grade III Junior Engineer/Planner(Eng/PI II) 14000 $14300 $14600 $14900 $15200 $ 15500
Grade II Junior Engineer/Planner(Eng/PI II) 13000 $13300 $13600 $ 13900 $14200 $14500
Senior Engineering Technician 19000 $19400 $19800 $20200 $ 20600 $21000
Project Coordinator 14000 $14300 $14600 $ 14900 $15200 $ 15500
Grade I Entry/Intern Engineer/Planner(Intern) 10500 $10700 $10900 $111 00 $11300 $11500
Annual Escalation 2%
Other Direct Costs
Reimbursable expenses such as traffic counts are invoiced at cost
Personal auto mileage is reimbursed at the then current IRS approved rate($0 56 cents per mile as of Jan 2021)
Applicable Disciplines
Transportation and Traffic Engineering
Staff Augmentation
01203 0006/756780 2 C-2
F-42
EXHIBIT "D"
SCHEDULE OF PERFORMANCE
I Term
Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement
shall continue in full force and effect for three(3) years
II Consultant shall complete each Task no later than the Task Completion Date set in
the Task Proposal and shall not receive additional compensation for work
completed after the Task Completion Date
III The Contract Officer may approve extensions for performance of the services in
accordance with Section 3 2
01203 0006/756780 2 D-1
F-43
G-1
PROFESSIONAL SERVICES AGREEMENT
By and Between
CITY OF RANCHO PALOS VERDES
and
GENERAL TECHNOLOGIES AND SOLUTIONS, LLC
01203 00061757236 1 1 G-2
AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF RANCHO PALOS VERDES AND
GENERAL TECHNOLOGIES AND SOLUTIONS,LLC.
THIS AGREEMENT FOR PROFESSIONAL SERVICES (herein `Agreement") is made
and entered into on December 2151 2021, by and between the CITY OF RANCHO PALOS
VERDES, a California municipal corporation ("City") and GENERAL TECHNOLOGIES
AND SOLUTIONS, LLC, a California Limited Liability Company ("Consultant") City and
Consultant may be referred to, individually or collectively, as "Party"or"Parties "
RECITALS
A City has sought, by issuance of a Request for Proposals, the performance of the
services defined and described particularly in Article 1 of this Agreement
B Consultant, following submission of a proposal for the performance of the
services defined and described particularly in Article 1 of this Agreement, was selected by the
City to perform those services
C Pursuant to the City of Rancho Palos Verdes Municipal Code, City has authority
to enter into and execute this Agreement
D The Parties desire to formalize the selection of Consultant for performance of
those services defined and described particularly in Article 1 of this Agreement and desire that
the terms of that performance be as particularly defined and described herein
OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants made by
the Parties and contained herein and other consideration, the value and adequacy of which are
hereby acknowledged, the parties agree as follows
ARTICLE 1 SERVICES OF CONSULTANT
1.1 Scope of Services.
In compliance with all terms and conditions of this Agreement, the Consultant shall
provide those services specified in the "Scope of Services", as stated in the Proposal, attached
hereto as Exhibit "A" and incorporated herein by this reference, which may be referred to herein
as the "services" or "work" hereunder As a material inducement to the City entering into this
Agreement, Consultant represents and warrants that it has the qualifications, experience, and
facilities necessary to properly perform the services required under this Agreement in a thorough,
competent, and professional manner, and is experienced in performing the work and services
contemplated herein Consultant shall at all times faithfully, competently and to the best of its
ability, experience and talent, perform all services described herein Consultant covenants that it
shall follow the highest professional standards in performing the work and services required
hereunder and that all matenals will be both of good quality as well as fit for the purpose
01203 0006/757236 1
G-3
intended For purposes of this Agreement, the phrase "highest professional standards" shall mean
those standards of practice recognized by one or more first-class firms performing similar work
under similar circumstances
1 2 Consultant's Proposal.
The Scope of Service shall include the Consultant's Proposal which shall be incorporated
herein by this reference as though fully set forth herein In the event of any inconsistency
between the terms of such Proposal and this Agreement, the terms of this Agreement shall
govern
1.3 Compliance with Law.
Consultant shall keep itself informed concerning, and shall render all services hereunder
in accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and
any Federal, State or local governmental entity having junsdiction 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 seg 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
monitonng and enforcement by the DIR Consultant shall post job site notices, as prescnbed 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 Department of Industnal Relations (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 Wags 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
01 203 0006!757236 i 2
G-4
Consultant shall, as a penalty to the City, forfeit $200 (two hundred dollars) for each calendar
day, or portion thereof, for each worker paid less than the prevailing rates as determined by the
DIR for the work or craft in which the worker is employed for any public work done pursuant to
this Agreement by Consultant or by any subcontractor
d) Payroll Records Consultant shall comply with and be bound by the
provisions of Labor Code Section 1776, which requires Consultant and each subconsultant to
keep accurate payroll records and venfy 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 1'
one and one half)times the basic rate of pay
h) Workers' Compensation California Labor Code Sections 1860 and 3700
provide that every employer will be required to secure the payment of compensation to its
employees if it has employees In accordance with the provisions of California Labor Code
Section 1861, Consultant certifies as follows
I am aware of the provisions of Section 3700 of the Labor Code which require
every employer to be insured against liability for workers' compensation or to
undertake self-insurance in accordance with the provisions of that code, and I will
comply with such provisions before commencing the performance of the work of
this contract "
01203 00061757236 1 3
G-5
Consultant's Authorized initials R H
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 penodic basis or upon becoming aware of the failure of the subcontractor to
pay his or her workers the specified prevailing rate of wages Consultant shall diligently take
corrective action to halt or rectify any such failure by any subcontractor
1.5 Licenses,Permits, Fees and Assessments.
Consultant shall obtain at its sole cost and expense such licenses, permits and approvals
as may be required by law for the performance of the services required by this Agreement
Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus
applicable penalties and interest, which may be imposed by law and arise from or are necessary
for the Consultant's performance of the services required by this Agreement, and shall
indemnify, defend and hold harmless City, its officers, employees or agents of City, against any
such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City
hereunder
1.6 Familiarity with Work.
By executing this Agreement, Consultant warrants that Consultant (i) has thoroughly
investigated and considered the scope of services to be performed, (ii) has carefully considered
how the services should be performed, and (iii) fully understands the facilities, difficulties and
restrictions attending performance of the services under this Agreement If the services involve
work upon any site, Consultant warrants that Consultant has or will investigate the site and is or
will be fully acquainted with the conditions there existing, prior to commencement of services
hereunder Should the Consultant discover any latent or unknown conditions, which will
materially affect the performance of the services hereunder, Consultant shall immediately inform
the City of such fact and shall not proceed except at Consultant's risk until written instructions
are received from the Contract Officer in the form of a Change Order
1 7 Care of Work
The Consultant shall adopt reasonable methods during the life of the Agreement to
furnish continuous protection to the work, and the equipment, materials, papers, documents,
plans, studies and/or other components thereof to prevent losses or damages, and shall be
responsible for all such damages, to persons or property, until acceptance of the work by City,
except such losses or damages as may be caused by City's own negligence
01203 00061757236 1 4
G-6
1.8 Further Responsibilities of Parties.
Both parties agree to use reasonable care and diligence to perform their respective
obligations under this Agreement Both parties agree to act in good faith to execute all
instruments, prepare all documents and take all actions as may be reasonably necessary to carry
out the purposes of this Agreement Unless hereafter specified, neither party shall be responsible
for the service of the other
1 9 Additional Services.
City 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% of the Contract
Sum, or, in the time to perform of up to 90 (ninety) days, may be approved by the Contract
Officer through a written Change Order Any greater increases, taken either separately or
cumulatively, must be approved by the City Council It is expressly understood by Consultant
that the provisions of this Section shall not apply to services specifically set forth in the Scope of
Services Consultant hereby acknowledges that it accepts the risk that the services to be provided
pursuant to the Scope of Services may be more costly or time consuming than Consultant
anticipates and that Consultant shall not be entitled to additional compensation therefor City
may in its sole and absolute discretion have similar work done by other Consultants No claims
for an increase in the Contract Sum or time for performance shall be valid unless the procedures
established in this Section are followed
If in the performance of the contract scope, the Consultant becomes aware of material defects in
the scope, duration or span of the contract or the Consultant becomes aware of extenuating
circumstance that will or could prevent the completion of the contract, on time or on budget, the
Consultant shall inform the Contracting Officer of an anticipated Change Order This proposed
change order will stipulate, the facts surrounding the issue, proposed solutions, proposed costs
and proposed schedule impacts
1.10 Special Requirements
Additional terms and conditions of this Agreement, if any, which are made a part hereof
are set forth in the "Special Requirements" attached hereto as Exhibit "B" and incorporated
herein by this reference In the event of a conflict between the provisions of Exhibit "B" and any
other provisions of this Agreement, the provisions of Exhibit"B' shall govern
01203 0006/757236 1 5
G-7
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 $1,050, 000 (One Million Fifty Thousand Dollars) (the
Contract Sum"), unless additional compensation is approved pursuant to Section 1 9 Annual
compensation shall not exceed $350,000 (Three Hundred Fifty Thousand Dollars)
2.2 Method of Compensation.
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
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 dunng the
preceding month in a form approved by City's Director of Finance By submitting an invoice for
payment under this Agreement, Consultant is certifying compliance with all provisions of the
Agreement The invoice shall detail charges for all necessary and actual expenses by the
following categories labor (by sub-category), travel, materials, equipment, supplies, and sub-
contractor contracts Sub-contractor charges shall also be detailed by such categories Consultant
shall not invoice City for any duplicate services performed by more than one person
City shall independently review each invoice submitted by the Consultant to determine
whether the work performed and expenses incurred are in compliance with the provisions of this
Agreement Except as to any charges for work performed or expenses incurred by Consultant
which are disputed by City, or as provided in Section 7 3, City will use its best efforts to cause
Consultant to be paid within 45 (forty-five) days of receipt of Consultant's correct and
01203 0006/757236 1 6
G-8
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 90(ninety) days cumulatively
3.3 Force Majeure.
The time penod(s) specified in the Schedule of Performance for performance of the
services rendered pursuant to this Agreement shall be extended because of any delays due to
unforeseeable causes beyond the control and without the fault or negligence of the Consultant,
including, but not restricted to, acts of God or of the public enemy, unusually severe weather,
fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes,
wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant
shall within 10 (ten) days of the commencement of such delay notify the Contract Officer in
writing of the causes of the delay The Contract Officer shall ascertain the facts and the extent of
delay, and extend the time for performing the services for the period of the enforced delay when
and if in the judgment of the Contract Officer such delay is justified The Contract Officer's
determination shall be final and conclusive upon the parties to this Agreement In no event shall
Consultant be entitled to recover damages against the City for any delay in the performance of
this Agreement, however caused, Consultant's sole remedy being extension of the Agreement
pursuant to this Section
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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 3 years
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 2 additional 1-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
Rawad Hani Principal
Name) Title)
NA
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 authonty is expressly conferred under this Agreement or is otherwise expressly conferred in
writing by City Consultant shall not at any time or in any manner represent that Consultant or
any of Consultant's officers, employees, or agents are in any manner officials, officers,
employees or agents of City Neither Consultant, nor any of Consultant's officers, employees or
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agents, shall obtain any nghts to retirement, health care or any other benefits which may
otherwise accrue to City's employees Consultant expressly waives any claim Consultant may
have to any such rights
4.3 Contract Officer
The Contract Officer shall be Ramzi Awwad or such person as may be designated by the
Public Works 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 point 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 pnncipals 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 restncted hereunder shall include the transfer to any person or group of persons
acting in concert of more than 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 ansing 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 dunng 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) Pnmary/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-
contnbutory basis for the benefit of City before the City's own insurance or self-insurance shall
be called upon to protect it as a named insured
d) City's rights of enforcement In the event any policy of insurance required
under this Agreement does not comply with these specifications or is canceled and not replaced,
City has the right but not the duty to obtain and continuously maintain the insurance it deems
necessary and any premium paid by City will be promptly reimbursed by Consultant or City will
withhold amounts sufficient to pay premium from Consultant payments In the alternative, City
may cancel this Agreement
e) Acceptable insurers All insurance policies shall be issued by an insurance
company currently authorized by the Insurance Commissioner to transact business of insurance
or that is on the List of Approved Surplus Line Insurers in the State of California, with an
assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VI (or larger)
in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by
the City s Risk Manager
f) Waiver of subrogation All insurance coverage maintained or procured
pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or
appointed officers, agents, officials, employees and volunteers or shall specifically allow
Consultant or others providing insurance evidence in compliance with these specifications to
waive their right of recovery prior to a loss Consultant hereby waives its own right of recovery
against City, and shall require similar written express waivers and insurance clauses from each of
its subconsultants
g) Enforcement of contract provisions (non-estoppel) Consultant
acknowledges and agrees that any actual or alleged failure on the part of the City to inform
Consultant of non-compliance with any requirement imposes no additional obligations on the
City nor does it waive any rights hereunder
h) Requirements not limiting Requirements of specific coverage features or
limits contained in this section are not intended as a limitation on coverage, limits or other
01203 0006/757236 I 1 1
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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
1) 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 wnting
1) Separation of insureds A severability of interests provision must apply for
all additional insureds ensuring that Consultant's insurance shall apply separately to each insured
against whom claim is made or suit is brought, except with respect to the insurer's limits of
liability The policy(ies) shall not contain any cross-liability exclusions
m) Pass through clause Consultant agrees to ensure that its subconsultants,
subcontractors, and any other party involved with the project who is brought onto or involved in
the project by Consultant, provide the same minimum insurance coverage and endorsements
required of Consultant Consultant agrees to monitor and review all such coverage and assumes
all responsibility for ensunng 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
services hereunder The provisions of this Section do not apply to claims or liabilities occumng
01203 0006/757236 1 13
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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 pnnciples and shall be complete
and detailed The Contract Officer shall have full and free access to such books and records at all
times dunng normal business hours of City, including the right to inspect, copy, audit and make
records and transcripts from such records Such records shall be maintained for a period of three
3) years following completion of the services hereunder, and the City shall have access to such
records in the event any audit is required In the event of dissolution of Consultant's business,
custody of the books and records may be given to City, and access shall be provided by
Consultant's successor in interest Notwithstanding the above, the Consultant shall fully
cooperate with the City in providing access to the books and records if a public records request is
made and disclosure is required by law including but not limited to the California Public Records
Act
6.2 Reports.
Consultant shall periodically prepare and submit to the Contract Officer such reports
concerning the performance of the services required by this Agreement as the Contract Officer
shall require Consultant hereby acknowledges that the City is greatly concerned about the cost
of work and services to be performed pursuant to this Agreement For this reason, Consultant
agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that
may or will materially increase or decrease the cost of the work or services contemplated herein
or, if Consultant is providing design services, the cost of the project being designed, Consultant
shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the
estimated increased or decreased cost related thereto and, if Consultant is providing design
services, the estimated increased or decreased cost estimate for the project being designed
6.3 Ownership of Documents.
All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes,
computer files, reports, records, documents and other materials (the "documents and materials")
prepared by Consultant, its employees, subcontractors and agents in the performance of this
Agreement shall be the property of City and shall be delivered to City upon request of the
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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 interrogatones 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, interrogatones, 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 Supenor 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 nghts 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 nghts 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 30 (thirty) 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 wntten 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 pnncipal 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
seventy-two (72) hours from the time of mailing if mailed as provided in this Section
9 2 Interpretation.
The terms of this Agreement shall be construed in accordance with the meaning of the
language used and shall not be construed for or against either party by reason of the authorship
of this Agreement or any other rule of construction which might otherwise apply
9.3 Counterparts
This Agreement may be executed in counterparts, each of which shall be deemed to be an
original, and such counterparts shall constitute one and the same instrument
01203 00061757236 1 19
G-21
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 wntten 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 matenal 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 Authonzed Initials
R H
01203 0006/757236 1 20
G-22
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 authonzed to execute and deliver this
Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally
bound to the provisions of this Agreement, and (iv) that entering into this Agreement does not
violate any provision of any other Agreement to which said party is bound This Agreement shall
be binding upon the heirs, executors, administrators, successors and assigns of the parties
SIGNATURES ON FOLLOWING PAGE]
01203 0006/757236 1 21
G-23
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date and year first-above wntten
CITY:
CITY OF RANCHO PALOS VERDES, a
i- :. ; or, . .
J AMP
0 avid L Bradley, Mayor
ATTEST
eresa aoka, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
0, I
William W Wynd 40 ity Attorney
CONSULTANT:
General Technologies and Solutions, LLC
g•A••J
111
By Principal
Name Rawad Hani
Title Pnncipal
By N.A.
Name
Title
Address 1055 W 7th Street, Suite 3300
Los Angeles, CA 90017
Two corporate officer signatures required when Consultant is a corporation,with one signature required
from each of the following groups 1)Chairman of the Board,President or any Vice President,and 2)
Secretary,any Assistant Secretary,Chief Financial Officer or any Assistant Treasurer CONSULTANT'S
SIGNATURES SHALL BE DULY NOTARIZED,AND APPROPRIATE ATTESTATIONS SHALL BE
INCLUDED AS MAY BE REQUIRED BY THE BYLAWS,ARTICLES OF INCORPORATION,OR
OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY
01203 00061757236 1 22
G-24
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed
the document to which this certificate is attached and not the truthfulness,accuracy or validity of that document
STATE OF R.5889MA - L N
Florida
COUNTY OF LAS >j6 C L N
Palm Beach
On 15th amhr.,2021 before me, cheryi E Hawthorne personally appeared Pawart Han, ,proved to me on
the basis of satisfactory evidence to be the person(s)whose names(s)is/are subscnbed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies),and that by
his/her/their signature(s)on the instrument the person(s),or the entity upon behalf of which the person(s)acted,
executed the instrument
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is
true and correct MEWLE 1,,,1,n,
a,
bolary Pubis Nab o1 nor
111111 0.,.„...,...,mem
WITNESS my hand and official seal
IP•Exam.an aft.•. ma
Signature l Notarized online using audio-video communication
Online Notary
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
INDIVIDUAL
2 CORPORATE OFFICER CONTRACT AGREEMENT
TITLE OR TYPE OF DOCUMENT
TITLE(S)
PARTNER(S) LIMITED 40
GENERAL NUMBER OF PAGES
ATTORNEY-IN-FACT
TRUSTEE(S)
GUARDIAN/CONSERVATOR 12/15/2021
ci OTHER PRINCIPAL DATE OF DOCUMENT
SIGNER IS REPRESENTING N/A
NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE
GENERARL TECHNOLOGIES AND SOLUTIONS
01203 0006/757236 1
G-25
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed
the document to which this certificate is attached and not the truthfulness,accuracy or validity of that document
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On 2021 before me, _personally appeared proved to me on
the basis of satisfactory evidence to be the person(s)whose names(s)is/are subscnbed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies),and that by
his/her/their signature(s)on the instrument the person(s),or the entity upon behalf of which the person(s)acted,
executed the instrument
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is
true and correct
WITNESS my hand and official seal
Signature
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
INDIVIDUAL
CORPORATE OFFICER
TITLE OR TYPE OF DOCUMENT
TITLE(S)
LI PARTNER(S) LIMITED
GENERAL NUMBER OF PAGES
ATTORNEY-IN-FACT
TRUSTEE(S)
GUARDIAN/CONSERVATOR
OTHER DATE OF DOCUMENT
SIGNER IS REPRESENTING
NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE
01203 0006/757236 1
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EXHIBIT "A"
SCOPE OF SERVICES
I. Consultant will provide on-call professional services relating to traffic
engineering (the Services), as more fully detailed herein. Consultant has been
selected to provide this Scope of Services that will be readily available for a fixed
rate when needed. However, before any work is performed, Consultant must
provide a specific written proposal for any requested services and obtain advance
written approval to proceed from City's Contract Office, as such process is more
fully described below. Unless specifically defined, each category or type of work
listed shall be construed to include all services customarily performed by a first-
class consultant as defined under such category or type.
II. Work Request Procedure
A. Each task to be performed shall be set forth in a verbal or wntten request
Request") produced by City's Contract Officer with a description of the work
to be performed, and the time desired for completion All tasks shall be carried
out in conformity with all provisions of this Agreement
B. Following receipt of the Request, Consultant shall prepare a "Task Proposal '
that includes the following components
1. A written description of the requested task ("Task Description") including all
components and subtasks, and including any clarifications of the descriptions
provided in the Request,
2 The costs to perform the task ("Task Budget'),
3. A break-down of the costs or an explanation of how the cost was determined,
and
4. A schedule for completion of the task (`Task Completion Schedule"),
including a final completion date ("Task Completion Date")
C. City's Contract Officer shall approve, modify, or reject the Task Proposal in
writing, and issue a Notice to Proceed when a written agreement has been reached
on the Task Proposal
D The task shall be performed at a cost not exceeding the Task Budget
E. Consultant shall complete the task and deliver all deliverables to Contract Officer
by the Task Completion Date and in accordance with the Task Completion
Schedule
01203 0006/757236 1 A-l
G-27
III. Consultant acknowledges that City has no obligation to request that any services be
performed by Consultant under this Agreement. City's Contract Officer may
establish a rotation schedule with multiple consultants, and may seek competing
Task Proposals, may select a consultant that in its judgement is best suited for a
particular task, or may select a consultant in a manner that is in the best interest of
City.
IV 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. Consultant shall provide to City's Contract Officer a weekly written summary of
progress on all approved Task Proposals for services lasting longer than one
week
V. 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.
VI. Consultant shall utilize the personnel stated in their proposal to accomplish the
Services,unless otherwise approved by the Contract Officer.
SCOPE OF WORK
The following services tasks performed by the selected on-call firms requested by the
City include,but not limited to the following
Traffic Engineering
Transportation and Traffic Engineering
Traffic Signals
o Operations support
o Maintenance support
o Warrant analysis (including left-turn phase and HAWK)
o Plans, specifications, and estimates for new signals, signal rebuilds or
replacements, signal modifications, and temporary signals
o Review traffic signal timing plans and collision data for intersections, and provide
recommended adjustments
Traffic Control Devices
01203 0006/757236 1 A-2
G-28
o Analysis
o Plans, specifications, and estimates
Pavement Marking
o Analysis
o Plans, specifications, and estimates
Streetlights
o Operations support
o Maintenance support
o Plans, specifications, and estimates
o Coordination with electrical service providers
Traffic Analysis including micro-simulation
o Gap studies
o School Zone traffic analysis and coordination
o Support goals related to local traffic operations and respond to various community
issues
i Analyze issues, identify alternative solutions, provide recommendations
determine consequences of proposed actions,
Traffic Calming
o Analysis
o Concept plans, including physical design modifications, signage plans and
pavement marking plans
Work Zone Transportation Management Plans (TMPs)
o Plans, specifications, and estimates
o Plan review
Intelligent Transportation Systems
o Planning
01203 0006/757236 1 A-3
G-29
o Plans, specifications, and estimates
Parking Studies
Engineering and Traffic Surveys
Developer and Capital Improvement Project Review
o Peer review private and public development plans and respond to inquiries and
questions related to traffic engineering development matters
o Peer review traffic analyses
o Peer review geometric design
Assist in the Development of Transportation Engineering Policies
Other Transportation Related Support Services
o Provide information to the public, respond to and resolves citizen inquires and
complaints related to the traffic engineering functions within the City
o Assist construction inspectors in the interpretation of plans, specifications and
other contract documents for assigned projects
o Support public involvement and community outreach for selected transportation
projects
i Attendance and participation in public meetings
ii Creation of vanous education and outreach materials such as project
flyers, PowerPoint presentations, etc
o Prepare grant applications for funding from federal, state, and regional agencies
for the traffic safety studies and improvements
Support Services
Survey and Right-Of-Way (ROW)
General Civil Engineering Design
Construction Administration, Management, and Inspection
Staff Augmentation
Consultant may be required to provide one of its qualified employees, based on
Consultant's determination of qualifications, to act as City's Project Manager and/or Project
Engineer for a specific duration requested by City's Contract Officer The employee so
01203 0006/757236 1 A-4
G-30
designated by Consultant may be tasked by Consultant, at City's request, to work on a specific
project or on multiple projects The employee may be directed by Consultant, at City's request,
to perform design/analysis work or manage the work of other independent consultants or
independent contractors, who will be under separate contract(s) with City, and coordinate work
with stakeholders Compensation for such services will be based on actual hours or services
performed, excluding travel time to City offices, and overtime shall not be requested by City or
permitted by Consultant
01203 0006/757236 1 A-5
G-31
GENERAL
Proposal for:City of Rancho Palos Verdes On-Call Transportation and Traffic Engineering Services TECHNOLOGIES &
SOLUTIONS
Approach to Scope
r IIr s
The City of Rancho Palos Verdes is seeking ii. Application of our Engineering
professional and responsive transportation and Planning Knowledge: to discern
planning and traffic engineering support to prospective issues including controversial
enhance the safe and efficient movement of issues and providing notice to the City staff.
all modes. The GTS team will build-on the Our knowledge is based on the collective
vision and goals identified in the General experience of our team members coupled
Plan and take a context-sensitive approach with the relevant background information. In
to help the City maintain, rehabilitate and delivering our services we build on:
improve its transportation network. Key a) Policies and Procedures at the
to that approach is a balanced emphasis Local, Regional, State, and Federal
on automobiles, bicycles, pedestrians,levels: which include regulations and
transit, and alternative modes. We will work guidelines impacting the municipal
with the City to identify opportunities to traffic engineering process from
fund, design, and implement both capital the City code to elements like
projects and smaller traffic/pedestrian SB 1, SB743, the regional Green
safety enhancements. Our proposed project House Gas/SCS policies and plans,
manager has a track record of working with MUTCD, the Complete Streets
cities to obtain Active Transportation Program guidelines among others.
ATP) and Highway Safety Improvement b) Emerging Trends in Traffic
Program (HSIP) funding for enhancing Engineering Practice and Technology:
pedestrian and bicycle connectivity. We will which includes elements such as
also assist the City in complying with funding,Vision Zero, concepts of Complete
expenditure, and reporting requirements for Streets and Active Transportation
federal, state, or regional funding sources all considerations. Similarly, changes in
while maintaining positive stakeholder and the MUTCD and the new Highway
community engagement. Safety Manual affect the practice
of municipal transportation traffic
This section succinctly illustrates our general engineering.
project approach and project management.
iii. Effective and Timely Communication:
General Approach whereby we expect on-going interaction
Our general project approach to on- with City staff during each task order where
call transportation planning and studies progress can be monitored. This could
encompasses three components: include weekly touchpoints to discuss the
project and ensure all parties are up to date on
i. Research of Relevant Background project progress. We anticipate that informal
Information: this includes items such as check in meetings will occur regularly.
previous studies, records of prior approvals
or resolutions, conditions of approval
that may be relevant to the project under
consideration, etc.
G-32
GENERAL
Proposal for:City of Rancho Palos Verdes On-Call Transportation and Traffic Engineering Services TECHNOLOGIES &
SOLUTIONS
Project Management Approach Our approach to project delivery emphasizes
GTS provides the capabilities needed quality control to ensure that all work
to complete high-priority transportation products are delivered free of errors. For
projects or provide solid recommendations this engagement, all work products will be
to City staff and elected officials on how to reviewed by our quality assurance manager
address particular transportation issues. or a key team member prior to submittal
We understand that communication, to the city. As can be attested to by our
responsiveness, efficiency, as well as references, our project team consistently
collaboration are critical to our successful collaborates to deliver a quality work
partnerships with local municipalities. product in a timely manner. At the end of
every task, GTS will conduct a task review
Rawad Hani will be City's main point of process that may include a quick survey to
contact and will manage the task orders and gauge our success from your perspective.
stafftoexecutetherequiredtasksadequately We share the feedback among the project
and efficiently. His responsibilities include team in an effort to constantly improve.
leading the project management, scoping,
and coordinating with experts from the GTS
team, among others. Upon receiving a task
order request, our response proposal will
include the following:
A description of the services to be
provided (scope and methodology)
The name and position of each
person to be assigned to perform
the services
A schedule with the milestones
The estimated number of hours and
cost to complete the services
Upon notice to proceed and depending on
the specific task order, a kick-off meeting
may be required to coordinate the specifics
of our project approach and work tasks
to ensure we meet the overall goals and
objectives. This meeting will be used to
establish the goals and objectives for the task
order, refine the approach and/or schedule,
establish project team communication and
stakeholder coordination aspects, discuss
data or design requirements, and confirm
deliverables and milestones. All project
deliverables will be provided to the City in
draft format, with time for comments and
feedback.
G-33
GENERAL
Proposal for:City of Rancho Palos Verdes On-Call Transportation and Traffic Engineering Services TECHNOLOGIES 6
fOLUT10N5
Organization and Staffing
The following is a brief introduction to the key personnel:
RAWAD HANI, PE, TE, PTP. PTOE I ROLE: PROJECT MANAGER
Rawad is a licensed civil and traffic engineer with 20 years of experience in traffic engineering and
transportation planning. Rawad carried out various projects similar in scope to the project under
consideration and understands the importance of stakeholder communications (prime among which
are the City and Caltrans) to the success of such projects. He will be the main point of contact for this
project and will manage day-to-day activities of the project team.
HICHAM CHATILA, PE, TE I ROLE: ITS EXPERT
Hicham is a seasoned professional with 30 years of practical transportation technology and engineering
experience. Hicham worked in the public sector for many years before joining the private sector. His
experience allows him to understand first-hand the needs of the project and the City. He will serve as
the transportation technology lead for this on-call.
PATRICK ARMIJO. PE, PEng I ROLE: SIGNAL OPERATIONS
Patrick is a professional engineer with 30 years of experience exclusively in traffic signal systems.
operations, and signal timings. Patrick will provide signal systems engineering expertise building on his
many years of experience working with state and local government.
RUDY GARCIA, EIT I ROLE: TRAFFIC ANALYSIS
Rudy is an experienced Transportation Engineer with over 10 years of experience in the design and
studies of transportation systems, specializing in traffic impact studies, parking, and feasibility studies.
Rudy will lead on any traffic analysis tasks as needed.
CHAOUKI A. HOSN, PE I ROLE: STREET LIGHTING
Chaouki is a registered electrical engineer with over 34 years of experience working with the private
and public sectors, specializing in high and low voltage design for infrastructure projects. Chaouki will
lead on any street lighting tasks as needed.
ROCK MILLER, PE I ROLE: ATP SAFFTV g OUTREACH (SUBCONSULTANT
Rock is a registered civil and traffic engineer with more than 40 years of transportation planning,
design, and operations experience. Rock will build on his expertise in active transportation planning
with similar projects to advise on the pedestrian, bicycle and safety planning and design aspects and
will support in reviewing final plans.
G-34
GENERAL
Proposal for:Ci of Rancho Palos Verdes On-Call Transportation and Traffic E ineenn Services T ECNNOLOGrES•
P N P n9 0 s
OLUTIONSN
Organization Chart
The expected contributions of each staff member will depend on the task order issued by the City.For signal projects, Patrick Armijo will support these efforts.For analysis projects,Rudy Garcia
and Sahila Sarjana will support.For design projects,Rawad Hani will lead supported by Rudy Garcia and Cassandra Garcia.For street lighting projects,these will be led by Chaouki A.Hosn.
As can be attested by our references,GTS staff are availabile to provide the necessary resource levels to meet the City's needs.
The Project Manager and key staff will remain assigned to this project through completion of the Scope of Services.
City of Rancho Palos Verdes
PROJECT MANAGER
Rawad Hani
PROJECT MANAGER
an, 11 IIc Patrick Armijo Hicham Chatila Rudy Garcia Chaouki A.Hosn Alexa Cuyugan
ATP,SAFETY& SIGNAL ITS EXPERT TRAFFIC ANALYSIS STREET LIGHTING GRAPHICAL
OUTREACH OPERATIONS COMMUNICATIONS
Sahila Sarjana
TRAFFIC ENGINEERING
Cassandra Garcia
TRAFFIC DESIGN
Support Staff
G-35
GENERAL
Proposal for:City of Rancho Palos Verdes On-CaN Transportation and Traffic Engineering Services T ECHNOOOGIES 1/11
The table below summarizes the personnel assigned to perform work in the various tasks outlined in the RFP.
Team Traffic Traffic Pavement Streetlights Traffic Traffic ITS Parking Engineering/ Developer Transportation Support
Member Signals Control Marking Analysis Calming Studies Traffic and CIP Engineering Services
Devices Surveys Review Policies
Rawad Hani X X X X X X X X X X X X
Hicham Chatila X X X X
Patrick Armijo X X X
Rudy Garcia X X X X X
Rock Miller X X X X X X X X X X
Cassandra Garcia X X X X X
Sahila Sarjana X X X
Alexa Cuyugan X
Chaouki A.Hosn X
Support Staff X
G-36
GENERAL
TECHNProposalfor:City of Rancho Palos Verdes On-Call Transportation and Traffic Engineering Services SOLUTI
LOGIES &
SOLUTIONS
QualityP10r4Control
Quality Assurance & Control Brief
GTS ensures project deliverables are free of errors, easy to understand, and executed in line
with client expectations. Our established quality control process builds on our experience to
offer precision in delivery of our work. Our quality assurance/quality control plan begins before
the task order is assigned, during scoping discussions. At this time, our project manager will
work with the City to define the project tasks, establish roles and responsibilities for project
team members, identify communication protocols, and identify success criteria for the project.
Subsequently, we develop a draft definition of required project tasks, deliverables, budget and
schedule. Risk assessment, change management strategies and project communication plans
are incorporated into this planning process. Once these tasks have been reviewed, modified
and adopted by the project team, GTS will proceed with the project as planned, providing
continuous support and regular communication with the City.
WE PLAN THE WORK
AND
WORK THE PLAN !
All deliverables and communications with the City will be reviewed by both the project manager
and a key team member (who is not otherwise involved in the task. This will be akin to a third-
party QA/QC ensuring that not only ensures that deliverables are free of errors but also that
we we are meeting your needs in terms of our understanding of the project, and are aligned
with the City's budget and schedule.
For design work in particular, our design plans will be field verified and reviewed by senior staff
members during the design preparation. A constructability review in the field will be carried out
for the final plan prior to City's approval. Formal quality control checklists and/or plan review
comments are employed to control the quality of deliverables.
At the end of every project, GTS conducts a project closure process that includes an online
client survey to gauge our success from the client's perspective. We share the feedback among
the project team in an effort to constantly improve.
G-37
EXHIBIT "B"
SPECIAL REQUIREMENTS
Superseding Contract Boilerplate)
Added text indicated in bold italics,deleted text indicated in strip.
INTENTIONALLY LEFT BLANK]
01203.0006/757236.1 B-I
G-38
EXHIBIT "C"
SCHEDULE OF COMPENSATION
Consultant shall perform the on-call services at the rates listed in Exhibit C-1. The
rates provided in Exhibit C-1 may be subject to annual CPI increases during the
term of this Agreement. Estimated quantities listed in Exhibit C-1, if any, are for the
purpose of estimation only. Actual quantities and compensation will depend on the
needs of the City.
II. Within the budgeted amounts for each task in the Task Budget, and with the
approval of the Contract Officer, funds may be shifted from one Task subbudget to
another so long as the Task Budget is not exceeded.
III. The City will compensate Consultant for the Services performed upon submission of
a valid invoice. Each invoice shall be accompanied by all Task Proposal's for which
Consultant is requesting compensation. Each invoice is to include:
A. Line items for all personnel describing the work performed, the number of hours
worked, and the hourly rate.
B. Line items for all materials and equipment properly charged to the Services.
C. Line items for all other approved reimbursable expenses claimed, with supporting
documentation.
D. Line items for all approved subconsultant labor, supplies, equipment, materials, and
travel properly charged to the Services.
IV. The total compensation for the Services under this Agreement shall not exceed the
amount provided in Section 2.1 of this Agreement. The total Task Budget for any
individual Task shall not exceed $350,000.
01203.0006/757236.1 C-1
G-39
EXHIBIT "C-1"
SUMMARY RATE SHEET
PROJECT/PROGRAM TITLE:City of Rancho Palos Verdes On-Call Transportation and
Traffic Engineering Services
Name:General Technologies and Solutions(GTS)
Rates Effective Beginning:January 1,2022 Ending:December 31,2022
LABOR RATES
Labor Category/Grade Hourly Fully-Loaded Rate
Principal Engineer/Planner(Grade VIII)260.00
Senior Project Manager(Grade VII) 210.00
Project Manager(Grade VI) 190.00
Senior Engineer/Planner(Grade V) 170.00
Project/Associate Engineer/Planner(Grade IV) 160.00
Junior/Assistant Engineer/Planner(Grade III) 140.00
Junior/Assistant Engineer/Planner(Grade II) 120.00
Senior Technician 180.00
Technician 120.00
Entry/Intern Engineer/Planner(Grade I)80.00
Yearly escalations are limited to the highest of consumer price index(CPI)or 5%.
Mileage is charged per the maximum allowable IRS rate.
Other expenses(surveys,printing,etc.)will be charged at cost plus 1096.
01203.0006/757236.1 C-2
G-40
EXHIBIT "D"
SCHEDULE OF PERFORMANCE
I. Term
Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement
shall continue in full force and effect for three (3) years.
II. Consultant shall complete each Task no later than the Task Completion Date set in
the Task Proposal and shall not receive additional compensation for work
completed after the Task Completion Date.
III. The Contract Officer may approve extensions for performance of the services in
accordance with Section 3.2.
01203.0006/757236.1 D-1
G-41
H-1
H-2
CVido( 'erify
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E-Signature Summary
E-Signature 1: David L.Mills(DLM)
December 16.2021 13:41:35-5:00[52B6EB744A23][98.35.105.166]
dmills@kittelson.com(Principal)(Personally Known)
E-Signature 2:Lawrence A Van Dyke(LVD) 111December16,2021 13:41:35-5:00[BFC6C4CCEO8C][73.180.10.95]
Ivandyke@kittelson.com(Principal)(Personally Known)
E-Signature Notary: Bonnie Lee Clark(BLC)
December 16,2021 13:41:35-5:00[A53762A60852][50.220.39.170]rbclark@kittelson.
com11I,Bonnie Lee Clark,did witness the participants named above electronically
sign this document.
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PROFESSIONAL SERVICES AGREEMENT
By and Between
CITY OF RANCHO PALOS VERDES
and
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KITTELSON & ASSOCIATES, INC
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AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF RANCHO PALOS VERDES AND
KITTELSON & ASSOCIATES, INC
THIS AGREEMENT FOR PROFESSIONAL SERVICES (herein ` Agreement") is made
and entered into on December 21' 2021, by and between the CITY OF RANCHO PALOS
VERDES, a California municipal corporation ("City") and KITTESLON & ASSOCIATES,
INC , an Oregon 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
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ARTICLE 1 SERVICES OF CONSULTANT
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i 1 1 Scope of Services
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In compliance with all terms and conditions of this Agreement, the Consultant shall
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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
y 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
W facilities necessary to properly perform the services required under this Agreement in a thorough,
ow competent, and professional manner, and is experienced in performing the work and services
0 contemplated herein Consultant shall at all times faithfully, competently and to the best of its
b ability, experience and talent, perform all services described herein Consultant covenants that it
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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 seg 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 Department of Industrial Relations (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
LL 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
LL 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 el 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 1'/2
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
o comply with such provisions before commencing the performance of the work of
this contract"
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Consultant's Authorized Initials
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i) Consultant's Responsibility for Subcontractors For every subcontractor
who will perform work under this Agreement, Consultant shall be responsible for such
subcontractor's compliance with Division 2, Part 7, Chapter 1 (commencing with Section 1720)
of the California Labor Code, and shall make such compliance a requirement in any contract
with any subcontractor for work under this Agreement Consultant shall be required to take all
actions necessary to enforce such contractual provisions and ensure subcontractor's compliance,
including without limitation, conducting a review of the certified payroll records of the
subcontractor on a periodic basis or upon becoming aware of the failure of the subcontractor to
pay his or her workers the specified prevailing rate of wages Consultant shall diligently take
corrective action to halt or rectify any such failure by any subcontractor
1.5 Licenses,Permits,Fees and Assessments
Consultant shall obtain at its sole cost and expense such licenses, permits and approvals
as may be required by law for the performance of the services required by this Agreement
Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus
applicable penalties and interest, which may be imposed by law and arise from or are necessary
for the Consultant's performance of the services required by this Agreement, and shall
indemnify, defend and hold harmless City, its officers, employees or agents of City, against any
such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City
hereunder
1 6 Familiarity with Work
By executing this Agreement, Consultant warrants that Consultant (i) has thoroughly
investigated and considered the scope of services to be performed, (ii) has carefully considered
how the services should be performed, and (iii) fully understands the facilities, difficulties and
restrictions attending performance of the services under this Agreement If the services involve
work upon any site, Consultant warrants that Consultant has or will investigate the site and is or
z will be fully acquainted with the conditions there existing, prior to commencement of services
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hereunder Should the Consultant discover any latent or unknown conditions, which will
I 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
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1 7 Care of Work
The Consultant shall adopt reasonable methods during the life of the Agreement to
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furnish continuous protection to the work, and the equipment, materials, papers, documents,
w 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,
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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 (n) 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% 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
i and proposed schedule impacts
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1 10 Special Requirements
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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 incorporateds
herein by this reference In the event of a conflict between the provisions of Exhibit "B" and any
W 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 $1,050,000 (One Million Fifty Thousand Dollars) (the
Contract Sum'), unless additional compensation is approved pursuant to Section 1 9 Annual
compensation shall not exceed $350,000 (Three Hundred Fifty Thousand Dollars)
2 2 Method of Compensation
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
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
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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 Tilme 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 90 (ninety)days cumulatively
3 3 Force Mallen re
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
ti 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,
0 wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant
shall within 10 (ten) days of the commencement of such delay notify the Contract Officer in
writing of the causes of the delay The Contract Officer shall ascertain the facts and the extent of
delay, and extend the time for performing the services for the period of the enforced delay when
and if in the judgment of the Contract Officer such delay is justified The Contract Officer's
determination shall be final and conclusive upon the parties to this Agreement In no event shall
Consultant be entitled to recover damages against the City for any delay in the performance of
this Agreement, however caused, Consultant's sole remedy being extension of the Agreement
pursuant to this Section
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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 3 years
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 2 additional 1-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
Timothy Erney Senior Principal Planner
Name)Title)
Wade Scarbrough Principal Engineer
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,LTJ
debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless
such authority is expressly conferred under this Agreement or is otherwise expressly conferred in
writing by City Consultant shall not at any time or in any manner represent that Consultant or
any of Consultant's officers, employees, or agents are in any manner officials, officers,
employees or agents of City Neither Consultant, nor any of Consultant's officers, employees or
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agents, shall obtain any rights to retirement, health care or any other benefits which may
otherwise accrue to City's employees Consultant expressly waives any claim Consultant may
have to any such rights
4 3 Contract Officer
The Contract Officer shall be Ramzi Awwad or such person as may be designated by the
Public Works 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 than 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'
z Compensation Insurance (Statutory Limits) and Employer's Liability Insurance (with limits of at
least $1,000,000)
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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
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f) Additional Insurance Policies of such other insurance, as may be required
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in the Special Requirements in Exhibit"B"
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5 2 General Insurance Requirements
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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
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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
8 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
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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
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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
1) Additional insured status General liability policies shall provide or be
endorsed to provide that City and its officers, officials, employees, and agents, and volunteers
shall be additional insureds under such policies This provision shall also apply to any
excess/umbrella liability policies
k) Prohibition of undisclosed coverage limitations None of the coverages
required herein will be in compliance with these requirements if they include any limiting
endorsement of any kind that has not been first submitted to City and approved of in writing
i) Separation of insureds A severability of interests provision must apply for
all additional insureds ensuring that Consultant's insurance shall apply separately to each insured
against whom claim is made or suit is brought, except with respect to the insurer's limits of
liability The policy(ies) shall not contain any cross-liability exclusions
m) Pass through clause Consultant agrees to ensure that its subconsultants,
subcontractors, and any other party involved with the project who is brought onto or involved in
the project by Consultant, provide the same minimum insurance coverage and endorsements
required of Consultant Consultant agrees to monitor and review all such coverage and assumes
z 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
E
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
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W 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
Z 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
LL indemnification includes claims or liabilities arising from any negligent or wrongful act, error or
omission, or reckless or willful misconduct of Consultant in the performance of professional
services hereunder The provisions of this Section do not apply to claims or liabilities occurring
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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
61 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
8 agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that
may or will materially increase or decrease the cost of the work or services contemplated herein
or, if Consultant is providing design services, the cost of the project being designed, Consultant
shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the
estimated increased or decreased cost related thereto and, if Consultant is providing design
services, the estimated increased or decreased cost estimate for the project being designed
6 3 Ownership of Documents
All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes,
computer files, reports, records, documents and other materials (the "documents and materials")
prepared by Consultant, its employees, subcontractors and agents in the performance of this
Agreement shall be the property of City and shall be delivered to City upon request of the
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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
I
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
y 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
W with City and to provide City with the opportunity to review any response to discovery requests
6. provided by Consultant However, this right to review any such response does not imply or mean
E 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
Z 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
i City to exercise such right to deduct or to withhold shall not, however, affect the obligations of
LL the Consultant to insure, indemnify, and protect City as elsewhere provided herein
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7 4 Waiver
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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
1-2 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 30 (thirty) 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
LL 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
a 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 CityE.
in the performance of this Agreement
NO
s No officer or employee of the City shall have any financial interest, direct or indirect, in
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Agreement which affects her/his financial interest or the financial interest of any corporation,
n partnership or association in which (s)he is, directly or indirectly, interested, in violation of any
occ 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 § 1 101 et seq , as amended, and in connection
therewith, shall not employ unauthorized aliens as defined therein Should Consultant so employ
such unauthorized aliens for the performance of work and/or services covered by this
Agreement, and should any liability or sanctions be imposed against City for such use of
unauthorized aliens, Consultant hereby agrees to and shall reimburse City for the cost of all such
liabilities or sanctions imposed, together with any and all costs, including attorneys' fees,
incurred by City
ARTICLE 9 MISCELLANEOUS PROVISIONS
91 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
seventy-two (72) 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
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9 3 Counterparts.
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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
ti 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 DLM LVD
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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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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
unicipa • •
dab
40%0 e
David L Bradley, Mayor
ATTEST
eresa caoka, City Clerk
APPROVED AS TO FORM•
ALESHIRE& WYNDER, LLP
William W Wy , %, City Attorney
CONSULTANT
Kittelson & Associates, Inc
By
Coved L.awls
Name David Mills
Title Vice President
By CLowrence a van Dyke
a
NameLarry VanDyke
s Title Chief Financial Officer
0,
Address 851 SW 6th Avenue, Suite 600, Portland
OR 97204
Two corporate officer signatures required when Consultant is a corporation,with one signature required
from each of the following groups 1)Chairman of the Board,President or any Vice President,and 2)
Secretary,any Assistant Secretary,Chief Financial Officer or any Assistant Treasurer CONSULTANT'S
SIGNATURES SHALL BE DULY NOTARIZED,AND APPROPRIATE ATTESTATIONS SHALL BE
INCLUDED AS MAY BE REQUIRED BY THE BYLAWS,ARTICLES OF INCORPORATION,OR
OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY
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CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
VIRGINIA
A notary public or other officer completing this certificate verifies only the identity of the individual who signed
the document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document
STATE OF CALIFORNIA VIRGINIA
COUNTY OF LOS ANGELES FAIRFAX
On 16th December 2021 before me,Bonnie Lee Clark ,personally appeared pax 1d Mills proved to me on
the basis of satisfactory evidence to be the person(s)whose names(s)is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies),and that by
his/her/their signature(s)on the instrument the person(s),or the entity upon behalf of which the person(s)acted,
executed the instrument
Virginia
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is
true and correct
Re
Lee Clark
WITNESS my hand and official seal
1 gistration#7844836
Electronic Notary Public
1 (commonwealth of Virginia
Signature 1 fly commission expires the 31 day of Jul 2023
Notanal act performed by audio-visual communication
OPTIONAL
Though the data below is not required by law,it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
INDIVIDUAL
CORPORATE OFFICER
TITLE OR TYPE OF DOCUMENT
TITLE(S)
PARTNER(S) LIMITED
GENERAL NUMBER OF PAGES
ATTORNEY-IN-FACT
TRUSTEE(S)
GUARDIAN/CONSERVATOR
OTHER DATE OF DOCUMENT
0
SIGNER IS REPRESENTING
NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE
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mil6RNTA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed
the document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document
STATE OF CALIFORNIA VIRGINIA
COUNTY OF LOS ANGELES FAIRFAX
On 16th December,2021 before me, Bonnie Lee Clark ,personally appeared Larry VanDyke
proved to me on
the basis of satisfactory evidence to be the person(s)whose names(s)is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies),and that by
his/her/their signature(s)on the instrument the person(s),or the entity upon behalf of which the person(s)acted,
executed the instrument
mViga
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is
true and correct
1onnie Lee Clark
gistration#7844836
WITNESS my hand and official seal ilectronic Notary Public
1 feommonwealth of Virginia
Signature tQ,,,,,/„.„cqa 17 1 161y commission expires the 31 day of Jul 2023w
Notanal act performed by auil;rm"°
OPTIONAL
Though the data below is not required by law,it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
INDIVIDUAL
CORPORATE OFFICER
TITLE OR TYPE OF DOCUMENT
TITLE(S)
PARTNER(S) LIMITED
GENERAL NUMBER OF PAGES
ATTORNEY-IN-FACT
z TRUSTEE(S)
GUARDIAN/CONSERVATOR
OTHER DATE OF DOCUMENT
0
SIGNER IS REPRESENTING
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EXHIBIT "A"
SCOPE OF SERVICES
Consultant will provide on-call professional services relating to traffic engineering
the Services), as more fully detailed herein Consultant has been selected to
provide this Scope of Services that will be readily available for a fixed rate when
needed However, before any work is performed, Consultant must provide a
specific written proposal for any requested services and obtain advance written
approval to proceed from City's Contract Office, as such process is more fully
described below Unless specifically defined, each category or type of work listed
shall be construed to include all services customarily performed by a first-class
consultant as defined under such category or type
II Work Request Procedure
A Each task to be performed shall be set forth in a verbal or written request
Request") produced by City's Contract Officer with a description of the work
to be performed, and the time desired for completion All tasks shall be carried
out in conformity with all provisions of this Agreement
B Following receipt of the Request, Consultant shall prepare a "Task Proposal"
that includes the following components
1 A written description of the requested task ("Task Description") including all
components and subtasks, and including any clarifications of the descriptions
provided in the Request,
2. The costs to perform the task ("Task Budget"),
3 A break-down of the costs or an explanation of how the cost was determined,
and
4 A schedule for completion of the task ("Task Completion Schedule"),
including a final completion date ("Task Completion Date")
C City's Contract Officer shall approve, modify, or reject the Task Proposal in
writing, and issue a Notice to Proceed when a written agreement has been reached
on the Task Proposal
D The task shall be performed at a cost not exceeding the Task Budget
E. Consultant shall complete the task and deliver all deliverables to Contract Officer
by the Task Completion Date and in accordance with the Task Completion
Schedule
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III Consultant acknowledges that City has no obligation to request that any services be
performed by Consultant under this Agreement City's Contract Officer may
establish a rotation schedule with multiple consultants, and may seek competing
Task Proposals, may select a consultant that in its judgement is best suited for a
particular task, or may select a consultant in a manner that is in the best interest of
City
IV 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 Consultant shall provide to City's Contract Officer a weekly written summary of
progress on all approved Task Proposals for services lasting longer than one
week
V 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
VI Consultant shall utilize the personnel stated in their proposal to accomplish the
Services, unless otherwise approved by the Contract Officer
SCOPE OF WORK
The following services tasks performed by the selected on-call firms requested by the
City include, but not limited to the following
Traffic Engineering
Transportation and Traffic Engineering
Traffic Signals
o Operations support
o Maintenance support
o Warrant analysis(including left-turn phase and HAWK)
o Plans, specifications, and estimates for new signals, signal rebuilds or
replacements, signal modifications, and temporary signals
o Review traffic signal timing plans and collision data for intersections, and provide
recommended adjustments
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Traffic Control Devices
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o Analysis
o Plans, specifications, and estimates
Pavement Marking
o Analysis
o Plans, specifications, and estimates
Streetlights
o Operations support
o Maintenance support
o Plans, specifications, and estimates
o Coordination with electrical service providers
Traffic Analysis including micro-simulation
o Gap studies
o School Zone traffic analysis and coordination
o Support goals related to local traffic operations and respond to various community
issues
i Analyze issues, identify alternative solutions, provide recommendations
determine consequences of proposed actions,
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Traffic Calming
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pavement marking plans
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o Plans, specifications, and estimates
Parking Studies
Engineering and Traffic Surveys
Developer and Capital Improvement Project Review
o Peer review private and public development plans and respond to inquiries and
questions related to traffic engineering development matters
o Peer review traffic analyses
o Peer review geometric design
Assist in the Development of Transportation Engineering Policies
Other Transportation Related Support Services
o Provide information to the public, respond to and resolves citizen inquires and
complaints related to the traffic engineering functions within the City
o Assist construction inspectors in the interpretation of plans, specifications and
other contract documents for assigned projects
o Support public involvement and community outreach for selected transportation
projects
i Attendance and participation in public meetings
ii Creation of various education and outreach materials such as project
flyers, PowerPoint presentations, etc
IF.
o Prepare grant applications for funding from federal, state, and regional agencies
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Support Services
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Survey and Right-Of-Way (ROW)
General Civil Engineering Design
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Consultant may be required to provide one of its qualified employees, based on
Consultant's determination of qualifications, to act as City's Project Manager and/or Project
Engineer for a specific duration requested by City s Contract Officer The employee so
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designated by Consultant may be tasked by Consultant, at City's request, to work on a specific
project or on multiple projects The employee may be directed by Consultant, at City's request,
to perform design/analysis work or manage the work of other independent consultants or
independent contractors, who will be under separate contract(s) with City, and coordinate work
with stakeholders Compensation for such services will be based on actual hours or services
performed, excluding travel time to City offices, and overtime shall not be requested by City or
permitted by Consultant
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traffic control devices and pavement markings,
operation/maintenance/PS&E for street lighting,
plan review and PS&E for Work Zone Transportation
B. APPROACH
Management Plans (TMP), planning and PS&E
for Intelligent Transportation Systems, and assist
TOSCOPE OF construction inspectors in the interpretation of
SERVICES
plans, specifications and other contract documents.
Kittelson's QA/QC and project management
processes (detailed in Section E. Quality Control
Our team brings together Kittelson's planning
Plan) ensure that our tasks come in on-time and
and engineering experts, and ADVANTEC's signal
within budget and that our deliverables are of the
design, operations, and ITS experts. Our firms highest quality.
are known for their client service, responsiveness,
For online collaboration capabilities Kittelson proposes
thoughtfulness, collaboration, and proactive
to use Microsoft SharePoint-a web-based collaborative
communication. Kittelson can provide experienced platform that integrates with Microsoft Office.External
staff who offer local traffic engineering and users can access its features and functions as invited
transportation planning knowledge while providing guests without need for licenses or subscriptions.Seamless
experts recognized nationwide on a variety of topics internal/external collaboration is supported across all
communication mechanisms(audio,video,and file sharing).
SUCK as roundabouts, safety, and traffic control
including real-time shared document review and editing
devices that will be made available to the City on an capabilities with version control. Kittelson's prosect use of
as-needed basis. Our team will provide the required this online platform has resulted in superior collaboration
combination of technical expertise, local experience, among team members(and stakeholders)as well as more
and national best practices to support the ongoing time-and cost-efficient production of project deliverables.
and future needs of the City.
The Kittelson team is able to offer the City of
Kittelson is moving the industry forward through our
Rancho Palos Verdes the following Transportation
participation in transportation research at the national. and Traffic Engineering services under this contract:
state,and local levels.We recognize that innovation does
Transportation and Traffic Engineering
not happen without application.Our researchers are also
practitioners with diverse portfolios of hands-on experience.
Traffic Signals
Provide operations support
The Kittelson team successfully develops State and Federal Provide maintenance support
guidelines and manuals including the Highway Safety Conduct warrant analysis (including left-turn phase
Manual;the FHWA RSA Guidelines,Signalized Intersections: and HAWK)
Informational Guide.and Roundabouts:An Informational Prepare plans, specifications, and estimates for
Guide;the Highway Capacity Manual 2010;and the Florida new signals,signal rebuilds or replacements, signal
Strategic Highway Safety Plan(SHSP).We routinely prepare modifications,and temporary signals
guidelines through our work on National Cooperative Review traffic signal timing plans and collision
Research Program(NCHRP)projects. data for intersections,and provide recommended
adjustments
Kittelson routinely conducts transportation planning A modern and well-operating signal system is essential
studies and performs traffic engineering projects to effectively meet the growing demands of traffic and
for jurisdictions in Southern California. These serve the community's needs.Kittelson has extensive
include preparing transportation impact analyses, experience working on signal design projects that involve
innovative,solutions-oriented approaches.Kittelson has led
traffic operations analyses, active transportation
the development and implementation of optimized signal
planning studies, roundabout conceptual design and timing plans and parameters at hundreds of intersections
assessments, traffic and parking mitigation plans, nationally. By providing conceptual and functional
and traffic calming evaluations. As part of these intersection design layouts in-house. Kittelson successfully
efforts, Kittelson staff stress a multimodal approach
develops the initial intersection improvement footprint
and confirms design parameters. Also,Kittelson staff has
to traffic engineering and planning analyses to
authored various industry-leading,national guidebooks,
ensure that all modes of travel are accounted for including the Traffic Signal Timing Manual,the Transit Signal
and can be accommodated on the transportation Priority Research for the Federal Transit Administration.and
network. ADVANTEC will provide traffic signal the Transit Performance Measurement Guidebook.
operations/maintenance support, development
of PS&E for new signals and signal modifications, Traffic Control Devices
review of traffic signal timing plans, PS&E for Conduct analysis
Prepare plans, specifications,and estimates
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Pavement Marking Conduct peer reviews of traffic analyses
Conduct analysis Conduct peer review of geometric design
Prepare plans, specifications, and estimates
Assist in the Development of Transportation Engineering
Streetlights Policies
Provide operations support
Provide maintenance support To make sure we communicate about projects with integrity
Prepare plans, specifications, and estimates and balance, Kittelson has created online webinars with
Coordinate with electrical service providers videoconferencing software and public polling,and
developed customized online workshops that are accessible
Kittelson uses drones to collect aerial photos and videos by multiple community members on their own time.When
for analyzing traffic data,communicating design concepts it comes to virtual open houses,we use a proprietary
to the public,and validating microsimulation models.We tool for building interactive websites.Our online public
have applied our data analytics expertise to parking lot workshops allows participants to walk through virtual rooms
occupancy studies,queue analysis for signalized corridors to learn about important aspects of a project,such as goals
and roundabouts,and special events traffic studies. and funding,and interact with maps outlining proposed
improvements.On these maps,participants can drop a pin
Traffic Analysis including micro-simulation and leave a comment.Survey forms are also embedded
Conduct gap studies throughout the site asking for feedback.
Conduct school zone traffic analysis and coordination
Support goals related to local traffic operations and Other Transportation Related Support Services
respond to various community issues Provide information to the public: and respond to and
Analyze issues, identify alternative solutions, and resolve citizen inquires and complaints related to the
provide recommendations determine consequences traffic engineering functions within the City
of proposed actions Assist construction inspectors in the interpretation of
plans, specifications and other contract documents
Kittelson recently worked on the Brea Creek Trail Gap for assigned projects
Closure Feasibility Study(see page 19),in which the study Support public involvement and community outreach
area and study alignments were characterized by several for selected transportation projects
physical constraints such as curb-to-curb right-of-way. Attend and participate in public meetings
rail lines,and overpasses. In order to ensure that the City Create various education and outreach materials
would be well-positioned to pursue grant funding for such as project flyers, PowerPoint presentations,
project construction,we developed alternatives and a etc.
final preferred alternative that were flexible and provided Prepare grant applications for funding from federal,
options for the City.For locations with constraints to state, and regional agencies for the traffic safety
implementing pedestrian and bike facilities,we developed studies and improvements
near-term/low-cost and long-term/higher-cost concept
plans and accompanying cost estimates that would enable Kittelson brings extensive recent experience helping
the City to proceed with full design and construction even local jurisdictions such as Long Beach,Placentia,Menifee,
if certain constraints(physical or cost)would render some Hermosa Beach,and Hemet in developing transportation
improvements infeasible,safety plans that address historic safety performance
and establish practices to proactively address crash risk
Traffic Calming factors within their communities while positioning them
Conduct analysis for grant funding.We are intimately familiar with federal
Prepare concept plans, including physical design and state standards.We also routinely contribute to
modifications, signage plans and pavement marking research to advance roadway safety,including developing
plans crash modification factors to quantify countermeasures'
impact on safety performance and the development of the
Work Zone Transportation Management Plans AASHTO Highway Safety Manual.
TMPs)
Prepare plans, specifications,and estimates
Review TMPs Support Services
Intelligent Transportation Systems Survey and Right-Of-Way (ROW)
Planning General Civil Engineering Design
Prepare plans, specifications, and estimates
Construction Administration, Management, and
Parking Studies Inspection
Engineering and Traffic Surveys
Developer and Capital Improvement Project Review
Conduct peer reviews of private and public
development plans and respond to inquiries and
questions related to traffic engineering development
matters.
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the City of Rancho Palos Verdes project manager
and responsible for overseeing the successful
delivery of task orders.
C•As shown on the Kittelson team organization
ORGANIZATION chart (Figure 1), Tim Erney, AICP, PTP, CTP (QA/
QC manager) will support Fernando by providing
AND STAFFING additional technical expertise and conducting
quality assurance activities to ensure the work
conducted and deliverables produced follow
Kittelson is committed to excellence in project Kittelson's quality control procedures (detailed in
delivery and management as a cornerstone for Section E. Quality Control Plan) and exceed the
providing the best possible experience for our City's expectations. Kittelson's services have been
clients in fulfilling the needs and interests of the organized into service areas, each with a dedicated
communities they serve. The Kittelson team is led discipline lead. In addition, they will be supported
by our project manager, Fernando Sotelo, TE, PTP, by staff from our Orange office and throughout the
who will be our team's primary point of contact for firm.
CITY OF RANCHO PALOS VERDES PROJECT MANAGER
Fernando Sotelo, TE, PTP(K) Tim Erney, AICP, PTP, CTP (K)
SERVICE AREA LEADS
TRAFFIC SIGNALS TRAFFIC CONTROL DEVICES PAVEMENT MARKINGS
Wade Scarbrough, PE(K)
Lee Rodegerdts. PE(K) Lee Rodegerdts, PE(K)
Jose Guedes TE(A)
STREETLIGHTS TRAFFIC ANALYSIS TRAFFIC CALMING
John Kerenyi, EE.TE,PTOE(A) Fernando Sotelo,TE, PTP(K) Mychal Loomis,PE,TE,PTOE,RSP(K)
WORK ZONE TMPS
INTELLIGENT TRANSPORTATION
PARKING STUDIES
SYSTEMS
Wayne Ko,PE,TE, PTOE(A) John Kerenyi, EE,TE,PTOE(A) Fernando Sotelo,TE, PTP(K)
DEVELOPER AND CIP PROJECT REVIEW
TRANSPORTATION ENGINEERING POLICY OTHER TRANSPORTATION-RELATED
DEVELOPMENT ASSISTANCE SUPPORT SERVICES
Fernando Sotelo,TE,PTP(K) Michael Sahimi,AICP(K) Michael Sahimi,AICP(K)
KEY EE=Professional Engineer(Electrical)
K)=Kittelson PE=Professional Engineer(Civil)
A)=ADVANTEC PTOE=Professional Traffic Operations Engineer
PTP=Professional Transportation Planner
AICP=Certified Planner,American Institute of Certified Planners RSP=Certified Road Safety Professional
CTP=Certified Transportation Planner TE=Professional Engineer(Traffic)
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Vision - An accounting program where project
managers can see by task and sub task level, the
amount of time billed, by whom (either internal
to Kittelson or specific subconsultants), amount
of labor or expenses spent, and compare that to
E QUALITY
the available budget for each task or subtask.
Infosys - An internal tool that houses
CONTROL PLAN information about past and present Kittelson
projects including client, team members, budget
amounts. Most important for ongoing projects
Kittelson is committed to providing quality and project managers is the scheduling tool
deliverables to our clients. Quality assurance (QA) where project managers schedule time for staff
and quality control (QC) are the key processes in to work on projects. This ensures project team
Kittelson's quality management program, which members are fully committed throughout the
confirms that project deliverables meet project
length of the project, providing continuity for the
objectives and are of appropriate quality.
project team and client.
Quality Management Plan - An internal tool
Kittelson has extensive internal resources, including project managers fill out for each project to
QA/QC tools and templates, available to all staff via identify milestone dates for the development
the firm intranet, to facilitate QC activities as part of each deliverable, assign individual project
of our project work. Tim Erney, AICP, PTP, CTP, our team members as responsible parties for
team QA/QC manager, is one of Kittelson's regional those specific action items, identify individuals
leaders: in this leadership role, he is responsible for responsible for quality control of those activities
equipping all project teams with these resources and deliverables, and align the internal team
and helping team leaders to apply them. As a result, activities that need to occur leading up to the
Tim is well-versed in successfully implementing successful delivery of products to clients by the
our quality control process and making sure that
agreed upon deadlines.
products meet or exceed client needs.Each tool is refreshed daily with the most current
Each project deliverable undergoes a quality control information. Using these tools, the Kittelson Team
process as part of overall QA/QC for a project. will successfully apply our QC process and ensure
Deliverables are reviewed by service area leads products meet or exceed client needs.
as well as the project manager. The process is
confirmed and coordinated by the QA/QC manager. Budget and Schedule Control
The timeline for these QA/QC review activities A critical component of Kittelson's ability to meet
and the specific individuals responsible for each
schedules and budgets is our project manager's
step of the process is laid out in an internal quality
ability to efficiently assign staff to the project,
management plan and detailed schedule. We are
as well as tracking the project regularly through
happy to share that schedule with you as part of the
percent projected, percent complete, and percent
overall Rancho Palos Verdes On-Call work plan at
spent (this tracking system is connected directly
the start of any task order.
with the firmwide accounting system).
Kittelson maintains an online, real-time, firmwide
Project Controls staff allocation scheduling system in which project
To facilitate managing project tasks, deliverables, commitments are updated for each staff member
expenditures and schedules, Kittelson equips our on a weekly basis. To ensure proper utilization of
project managers with a set of tools that enables firmwide resources, staffing and schedules are
them to know at any moment: 0) the status of a coordinated and reviewed in a collaborative effort
project in terms of scope, schedule, and budget; (2) through weekly staff meetings, individual staff
anticipated upcoming milestones and staff needs; reviews, and weekly discussions with the office
3) project team members committed time to the managers. As project manager, Fernando will
project and additional available time; and (4) to take work collaboratively with staff at Kittelson and
actions based on that information to continue to ADVANTEC to make sure that the City has the
keep the project on track and/or actions to mitigate resources needed to successful deliver this project.
any potential risks to project delivery. The tools our In addition, our budget and schedule control
project managers use are: systems will allow us to be responsive to the City's
timelines and schedule and build in flexibility to
account for any project delays or changes in scope.
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EXHIBIT "B"
SPECIAL REQUIREMENTS
Superseding Contract Boilerplate)
Added text indicated in bold italics, deleted text indicated in striketlifough.
INTENTIONALLY LEFT BLANK]
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EXHIBIT "C"
SCHEDULE OF COMPENSATION
I. Consultant shall perform the on-call services at the rates listed in Exhibit C-1. The
rates provided in Exhibit C-1 may be subject to annual CPI increases during the
term of this Agreement. Estimated quantities listed in Exhibit C-1, if any,are for the
purpose of estimation only. Actual quantities and compensation will depend on the
needs of the City.
II. Within the budgeted amounts for each task in the Task Budget, and with the
approval of the Contract Officer, funds may be shifted from one Task subbudget to
another so long as the Task Budget is not exceeded.
III. The City will compensate Consultant for the Services performed upon submission of
a valid invoice. Each invoice shall be accompanied by all Task Proposal's for which
Consultant is requesting compensation. Each invoice is to include:
A. Line items for all personnel describing the work performed, the number of hours
worked, and the hourly rate.
B. Line items for all materials and equipment properly charged to the Services.
C. Line items for all other approved reimbursable expenses claimed, with supporting
documentation.
D. Line items for all approved subconsultant labor, supplies, equipment, materials, and
travel properly charged to the Services.
IV. The total compensation for the Services under this Agreement shall not exceed the
amount provided in Section 2.1 of this Agreement. The total Task Budget for any
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EXHIBIT "C-1"
I KITTELSON
ASSOCIATES
KITTELSON&ASSOCIATES.INC.
BILLING RATE SCHEDULE
Effective January 1.2021.through
December 31,2022
The current billing rates for Kittelson&Associates.Inc..staff are as follows and will be invoiced
through December 31.220222_Kittelson may request annual escalation hnuted to the consumer price
index(CPI)reported by the U.S.Bureau of Labor Statistics.
Staff Classifications Billing Rate
Senior Principal Engineer Planner(Grade\TII11 280
Principal Engineer.Planner(Grade VID 1 240
Project Manager(Grade V I)1 210
Senior Engineer Planner(Grade V)1 175
Engineer Planner(Grade III&W)1 S145
Junior Engineer Planner(Grade I&II) 125
Associate Technician 165
Senior Technician S145
Technician II 125
Technician I 100
Office Support S80
Service&Other Direct Costs Billing Rate
Mileage 5.56 nule
Subconsultants Actual plus 10°%markup
1 Kittelson internal staff classification corresponding to ASCE Guidelines for Engineering Grades.
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EXHIBIT "D"
SCHEDULE OF PERFORMANCE
I. Term
Unless earlier terminated in accordance with Article 7 of this Agreement. this Agreement
shall continue in full force and effect for three (3) years.
II. Consultant shall complete each Task no later than the Task Completion Date set in
the Task Proposal and shall not receive additional compensation for work
completed after the Task Completion Date.
III. The Contract Officer may approve extensions for performance of the services in
accordance with Section 3.2.
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