CC SR 20251118 F - Landslide Emergency Contract Continuation
CITY COUNCIL MEETING DATE: 11/18/2025
AGENDA REPORT AGENDA HEADING: Consent Calendar
AGENDA TITLE:
Consider continuing the emergency justification for work and emergency contracting for
the Greater Portuguese Bend-Ancient Altamira Landslide Emergency Project.
RECOMMENDED COUNCIL ACTION:
(1) Reconfirm, by a four-fifths vote, there is a need to continue the work on the
Emergency Project declared by Council-adopted Resolution No. 2024-20 on May
7, 2024, finding an emergency exists requiring immediate action in the Greater
Portuguese Bend-Ancient Altamira Landslide Complex (Landslide Complex) to
seek to mitigate the movement of the landslide;
(2) Direct the City Clerk to confirm the same in the minutes of this City Council
meeting, via Minute Order, reflecting this action;
(3) Accept the emergency landslide stabilization work conducted by Malcolm Drilling
Company, Inc. (Malcolm) between May 22, 2024 and June 30, 2025 (through FY
2024-25) as complete and authorize the City Clerk to file a Notice of Completion
for the construction contract with the Los Angeles County Registrar-Recorder’s
Office;
(4) Approve Amendment No. 1 to the Consultant Maintenance Agreement (CMA) with
Genesis Electrical, Inc. (Genesis) for maintenance and repair services for the
Abalone Cove Sanitary Sewer System lift station generators, increasing the not-
to-exceed amount for the initial one-year term by $50,000 from $25,000 to $75,000
while maintaining a 10% contingency, for which the completed value of work under
the amended Agreement will not exceed the project budget;
(5) Approve issuing a purchase order for goods in the amount of $42,336 to Genesis
for purchasing three (3) trailer-mounted propane tanks to fuel the Abalone Cove
Sanitary Sewer System lift station generators, for which the completed value of
work as part of the purchase order will not exceed the project budget ;
(6) Award a Public Works Agreement (PWA) to Yellow Jacket Drilling Services, LLC.
(Yellow Jacket) for landslide emergency on-call dewatering well drilling and related
services in the not-to-exceed amount of $1,500,000, for a term ending on June 30,
2026, for which the completed value of work under the Agreement combined with
other related on-call contracts will not exceed the project budget; and,
(7) Authorize the Mayor to execute the above -listed Agreements and Amendment in
a form approved by the City Attorney.
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FISCAL IMPACT: VR
Cost to Date:
The total cost of the emergency response is projected to reach approximately $48 million
for the period from October 2022 through the fiscal year ending June 30, 2025. This
includes purchase order carryovers and continuing appropriations from FY 2023 -24 and
is funded through multiple sources, including the General Fund, CIP Fund, ARPA,
Supervisor Hahn’s Social Program Grant, and Metro Funds. Adding the revised FY 2025-
26 budget of $16.4 million, the total estimated cost for the Greater Portuguese Bend–
Ancient Altamira Landslide Complex from 2022 through June 30, 2026, is estimated to
be approximately $64.4 million.
FY 2024-25:
A comprehensive summary of expenditures incurred for FY 2024 -25 is included in the
August 19, 2025 staff report and can be found at the following link:
https://rpv.granicus.com/MetaViewer.php?view_id=5&clip_id=4840&meta_id=130486
FY 2025-26 Adopted Budget - Expenditures:
The FY 2025-26 City Council adopted budget for the Portuguese Bend Landslide is
$17,750,000 in the CIP and $860,300 for Property Tax Assessments in the General Fund,
as detailed in the tables below.
On September 16, 2025, the City Council approved a revised budget based on a current
assessment of field conditions and a reassessment of the proposed winterization projects.
The total revised budget is $16.4 million, a decrease of $2,168,000. The breakdown for
each fund is shown below:
Capital Infrastructure Program (CIP) Fund:
Funding Source: Capital Infrastructure Program (CIP) Fund FY 2025-26
Revised Budget
8202 - Abalone Cove Sanitary Sewer Repair Program 3,000,000
8304 - Portuguese Bend Landslide Remediation 530,000
8307 - Portuguese Bend Landslide Remediation - Emergency
Stabilization Measures 6,187,000
Construction 3,984,045
Professional Services (Engineering, Environmental, Inspection, Management 1,627,955
Contingency 575,000
8308 - Portuguese Bend Landslide Remediation - Deep Dewatering Wells
1 thru 6 Permanent Power (City's Federal Grant Match) 525,000
8309 - Portuguese Bend Landslide Hydrology & Hydraulics Study 1,265,000
TOTAL - FY 2025-26 (CIP FUND – PREVIOUSLY $13,675,000) $11,507,000
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Special Revenue (Restricted) Funds:
Funding Sources: Special Revenue (Restricted) Funds FY 2025-26
Revised Budget
8302 - Palos Verdes Drive South Landslide Repair Program 2,500,000
SB-1 Gas Tax (Fund 204) 750,000
Prop C (Fund 215) 1,150,000
Measure R (Fund 220) 600,000
8308 - Portuguese Bend Landslide Remediation - Deep Dewatering
Wells 1 thru 6 Permanent Power 1,575,000
Federal Grant 1,575,000
TOTAL - FY 2025-26 SPECIAL REVENUE (RESTRICTED) FUNDS $4,075,000
General Fund:
Funding Source: General Fund FY 2025-26 Adopted Budget
3150 Property Tax Assessments
KCLAD 475,902
ACLAD 384,398
TOTAL - FY 2025-26 General Fund $860,300
ORIGINATED BY: David Copp, Deputy Public Works Director
REVIEWED BY: Ramzi Awwad, Public Works Director
APPROVED BY: Ara Mihranian, AICP, City Manager
ATTACHED SUPPORTING DOCUMENTS:
A. November 4, 2025 City Council Staff Report – Emergency Landslide
Stabilization Contract Continuation (Linked)
B. September 16, 2025 City Council Staff Report – Landslide Update (Linked)
C. May 7, 2025 City Council Staff Report – Landslide Update and Approve
Emergency Contracts (Linked)
D. August 20, 2024 City Council Staff Report – Landslide Update (Linked)
E. October 1, 2024 City Council Staff Report – Consideration and Possible
Action on the Greater Portuguese Bend-Ancient Altamira Landslide
Complex (Linked)
F. August 19, 2025 City Council Staff Report – Landslide Update (Linked)
G. Notice of Completion for contract work completed by Malcolm between May
22, 2024 and June 30, 2025 (Page G-1)
H. July 1, 2025 City Council Staff Report – Extend and Award Contracts for
Fiscal Year 2025-26 (Linked)
I. CMA with Genesis Electrical, Inc. (Page I-1)
J. Amendment No. 1 to the CMA with Genesis Electrical, Inc. (Page J-1)
K. Cost Proposal from Genesis Electrical, Inc. (Page K-1)
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L. PWA with Yellow Jacket Drilling Services, LLC (Page L-1)
BACKGROUND:
On October 3, 2023, the City Council adopted Resolution No. 2023-47, declaring a state
of local emergency relating to the land movement in the Landslide Complex and providing
the City Manager authorization to approve matters related to the emergency for
ratification by the City Council. The state of emergency, as well as the continuation of
associated emergency contracting has been timely renewed and is current.
Pursuant to Public Contract Code § 22050, the City Manager and Director of Public Works
must report to the City Council at its regular meeting the reasons justifying why the
emergency continues to exist and why action outside of the normal bidding process is
necessary to respond to the emergency. Furthermore, Public Contract Code § 22050
states that the City Council shall, at every regularly scheduled meeting, consider and
reaffirm that there is a need to continue to remediate the emergency until the author ized
emergency repairs have been completed. Accordingly, because the work has not yet
been completed, this item is on tonight’s agenda. This item will be placed on each
subsequent agenda until all aspects of the project are completed.
The City Council most recently approved continuing the emergency justification for work
and emergency contracting for the Greater Portuguese Bend-Ancient Altamira Landslide
Emergency Project on November 4, 2025 (Attachment A) and is therefore due to reaffirm
the need to continue to remediate the emergency at this evening ’s meeting. Additionally,
this evening, the City Council is being asked to consider approving an amendment to an
existing contract to continue servicing the City-owned Abalone Cove Sanitary Sewer
System and to approve a contract to maintain the City’s deep dewatering wells.
DISCUSSION:
Re-affirm Need to Continue Emergency Work
To support the need for continued emergency contracting authority, the current status of
the Deep Dewatering Wells (DDWs) and winterization programs is being provided:
Since the start of the DDW program, approximately 375 million gallons, or 1,150 acre-
feet of water have been extracted. Extraction rates are currently influenced by the
following circumstances:
• DDW-9 is currently offline due to low water level. City crews have completed
making adjustments to the pump’s operation to minimize the risk of it running dry
and burning out. The well is anticipated to be operational by the end of this week.
• DDW11 has sheared and based on the low production rate, the City’s Geologists
are advising that this DDW should not be re-drilled, but rather re-located, should
additional funding become available. Due to the significant cost of relocating this
DDW, considered to be well above maintenance and operation costs, there are
currently no plans in place to relocate the well.
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Table 1 - DDW Current Water Extraction Rates as of November 3, 2025
DDW
No.
Date
Operational
Current Approximate Water Extraction
Rate (Gallons Per Minute)
Total Water Extraction
to Date
Acre-Ft Million
Gallons
1 9/13/2024 105 (re-drilled 3/21/25 and 9/25/25) 144 47
2 9/17/2024 85 (re-drilled 5/29/25) 154 50
3 9/21/2024 60 (re-drilled 3/24/25) 145 47
4 9/21/2024 N/A, Decommissioned 3/27/25 106 35 4A 3/29/2025 50
5 9/25/2024 100 (re-drilled 3/26/25 and 9/18/2025) 133 43
6 9/28/2024 70 (re-drilled 12/29/24 and 5/23/25) 125 41
7 10/15/2024 N/A, Decommissioned 6/3/25 15 5
8 10/17/2024 95 (re-drilled 8/14/25) 92 30
9 10/25/2024 N/A, Decommissioned 11/07/24
74 24 9A 11/16/2024 N/A, (re-drilled 12/29/24, 5/10/25,
8/22/25) Currently offline
10 10/24/2024 105 (re-drilled 5/11/25) 160 52
11 12/3/2024 N/A, Decommissioned 3/14/25 2 1
Totals 640 1,150 375
Status of Winterization Measures
Following City Council direction on September 16, 2025 (Attachment B), staff finalized
the scope of work for implementing winterization measures ahead of the rainy season.
The work started earlier this month and will be completed by the end of November or
early December 2025.
Notice of Completion of DDW and Winterization Work by Malcolm through FY 2025-26
On May 7, 2024, the City Council awarded a task order construction contract to Malcolm
for constructing the Portuguese Bend Landslide (PBL) Emergency Hydraugers Project
(since re-titled to “PBL Emergency Stabilization Measures Project”) in the not-to-exceed
amount of $9,000,000 (Attachment C). Malcolm’s work originally consisted of installing
two emergency hydrauger systems with five drain arrays each in the PBL, preceded by
vertical test boreholes to better understand underground conditions and establish the
specific locations of the hydraugers and their drains. The vertical test boreholes installed
by Malcolm in Summer 2024 confirmed the existence of a deeper slide plane, which
required changing the emergency stabilization strategy in response to the new
information. Accordingly, on August 20, 2024, the City Council authorized alternative
solutions including DDWs (Attachment D), which were constructed, operated and
maintained through Malcolm’s contract through June 30, 2025. Additionally, On October
21, 2025, the City Council approved expanding the scope of work to include winterization
work, which was largely completed in January 2026 and further adjusted and maintained
during the 2024-2025 rainy season (Attachment E). A detailed financial summary and
breakdown of the PBL Emergency Landslide Stabilization work completed by Malcolm is
provided in the August 19, 2025 staff report (Attachment F).
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The filing of the Notice of Completion allows the City to formally close out its contract with
Malcolm for the work completed through FY 2024-25 (Attachment G). It is noted that the
City released the retention amount in advance of filing the Notice of Completion in keeping
with the emergency nature of the original contract award.
Malcolm continues to provide landslide stabilization construction services as one of
multiple on-call emergency contractors through a separate contract awarded by the City
Council on July 1, 2025 (Attachment H).
Approval of Amendment to Consultant Maintenance Agreement (CMA) with Genesis
The three Abalone Cove Sanitary Sewer System lift stations currently rely on propane
generators to remain in service. On July 1, 2025, the City Council awarded a CMA to
Genesis for providing routine maintenance and repairs to these generators (Attachment
H).
Since contract execution, the frequency of unplanned maintenance and repairs has been
higher than originally estimated. As result, the cost of maintenance and repair is projected
to exceed the original not-to-exceed contract sum of $25,000 authorized for FY 2025-26.
Based on costs incurred since July 1, 2025, and projected through the end of FY 2025-
26, an Amendment No. 1 to the CMA is recommended thereby revising the not-to-exceed
contract amount to $75,000 (an increase of $50,000) to provide continued sanitary sewer
generator service (Attachment J). The proposed amendment does not expand the scope
of the services or increase the overall budget for sanitary sewer repairs but provides the
necessary contracting mechanism to support sustained generator operability under
current field conditions.
The increase in costs for maintenance and repairs to generators does not increase the
budget for landslide emergency stabilization work as the increased cost is forecast to be
offset by a reduction in costs for sewer pipe repairs; therefore, no additional budget is
being requested.
Purchase Order for Purchasing Three (3) Trailer-Mounted Propane Tanks
The generators described above are connected to propane storage tanks as a fuel
source. The City currently rents three trailer-mounted propane tanks, at a monthly cost of
approximately $1,200 per unit (one per lift station), which equates to an annual rental cost
of $43,200 per year, which closely equates to purchasing trailer-mounted propane tanks.
To determine if purchasing propane tanks would be more cost effective than renting them,
Staff solicited bids from multiple vendors for purchasing trailer-mounted propane tanks
and received one responsive proposal from Genesis (Attachment K) in the amount of
$42,336. Considering the payback period of one year, the likelihood of continuing to
operate generators for that period of time, and the need for backup power in the future,
Staff recommend purchasing propane tanks instead of continuing to rent them.
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The value of the proposed purchase order for goods exceeds the City Manager’s
authorization of $25,000 per fiscal year threshold thereby requiring City Council’s
approval. Staff are requesting that the City Council approve issuing a purchase order to
Genesis for purchasing trailer-mounted propane tanks, as supported by the above-
described reasoning in the amount of $42,336.
The approval of this purchase order does not increase the budget for landslide emergency
stabilization work as the cost of purchasing propane tanks will offset by a reduction in the
cost to rent propane tanks as well as other offsets from a reduction in sewer repair work;
therefore, no additional budget is being requested.
Award a PWA for Emergency On-Call Dewatering Well Drilling Services
On July 1, 2025, the City Council awarded agreements to multiple vendors for various
landslide emergency stabilization services for FY 2025-26 (Attachment H) including
PWAs with two vendors for drilling dewatering wells. Staff have continued to search for
additional vendors capable of providing drilling services to increase competition and make
sure that there is a bench of on-call contractors available to respond to emerging needs.
For that reason, Staff recommend awarding a PWA to Yellow Jacket for dewatering well
drilling.
This PWA does not increase the budget for landslide emergency stabilization work and
only provides a contracting mechanism to issue work to this particular pre-qualified
vendor under agreed-upon terms and rates. Therefore, no additional budget is being
requested.
CONCLUSION:
The effects of the ongoing land movement continue to be felt in the Greater Portuguese
Bend-Ancient Altamira Landslide Complex. Staff recommends (1) reconfirming that there
is a need to continue to remediate the emergency identified by City Council -adopted
Resolution No. 2024-20 (originally by Resolution No. 2023-47), (2) reconfirming, by a
four-fifths vote, the need for continuing the work on the Portuguese Bend Landslide
Emergency Project, and (3) awarding/approving the above-listed agreements,
amendment and purchase order to continue the work in FY 2025 -26 within approved
budget.
Malcolm has completed all contract work through FY 2024-25 in accordance with the
plans, specifications, and construction contract. Therefore, Staff recommends accepting
their work through FY 2024-25 as complete and filing a Notice of Completion with the Los
Angeles County Registrar-Recorder’s Office.
Staff recommend approving an agreement with Genesis to provide sufficient contracting
capacity to maintain and repair generators used for operating the Abalone Cove Sanitary
Sewer lift stations. Staff also recommend approving a purchase order to purchase
propane storage tanks for the generators rather than continuing to rent them considering
the approximately one-year payback period. Finally, Staff recommend approving an
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agreement with Yellow Jacket to increase the bench of prequalified on-call well drilling
contractors with agreed-upon terms and rates.
ALTERNATIVES:
In addition to Staff recommendation, the following alternative actions are available for the
City Council’s consideration:
1. Direct Staff not to file a Notice of Completion for the PBL Emergency Stabilization
Measures constructed by Malcolm through Fiscal Year 2025-26.
2. Do not authorize the purchase order of three (3) trailer-mounted propane tanks
and direct staff to continue leasing.
3. Do not authorize the Public Works Agreement for on-call dewatering well drilling
services.
4. Take other action or provide direction, as deemed appropriate.
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Revised 05/2019
To be recorded with County Recorder
within 15 days after completion.
No recording fee.
RECORDING REQUESTED BY:
City of Rancho Palos Verdes
Attn: City Clerk
30940 Hawthorne Blvd
Rancho Palos Verdes, CA 90275
AND WHEN RECORDED MAIL TO:
Same as above
THIS SPACE FOR RECORDERS USE ONLY
NOTICE OF COMPLETION
(CA Civil Code 9204- Public Works)
Notice is hereby given by the undersigned owner, a public entity of the State of California, that a
public work of improvement has been completed, as follows:
Project title or description of work:
Date of completion:
Nature of owner:
Interest or estate of owner:
Address of owner:
Name of contractor:
Address of contractor:
Street address or legal description of site:
Dated: ___________________________ Owner: City of Rancho Palos Verdes
(Name of Public Entity)
By:
Title:
____________________________
Ara Mihranian, AICP, City Manager
State of California )
County of Los Angeles ) ss
City of Rancho Palos Verdes )
I am the City Clerk of the City of Rancho Palos Verdes, the public entity which executed the foregoing
notice and on whose behalf I make this verification; I have read said notice, know its contents, and the
same is true. I certify under penalty of perjury that the foregoing is true and correct.
, California on (Date) Executed at Rancho Palos Verdes
By:
Title: Teresa Takaoka, City Clerk G-1
01203.0006/1057349.1
Consultant Maintenance Agreement
CITY OF RANCHO PALOS VERDES
This contract form is identical to the consultant long form agreement except that prevailing wages
are required. It is used for professional services (including design professionals) and other services
where City goes out to formal bid. If used for non-professional services, professional liability
insurance should not be required. This was prepared for Mayor’s signature but it may be possible
that signatory is someone other than Mayor.
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CONTRACT SERVICES AGREEMENT
By and Between
CITY OF RANCHO PALOS VERDES
and
GENESIS ELECTRICAL INC.
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AGREEMENT FOR CONTRACT SERVICES
BETWEEN THE CITY OF RANCHO PALOS VERDES AND
GENESIS ELECTRICAL INC.
THIS AGREEMENT FOR CONTRACT SERVICES (herein “Agreement”) is made and
entered into this 1st day of July, 2025 by and between the RANCHO PALOS VERDES, a
California municipal corporation (“City”) and Genesis Electrical Inc. (“Consultant”). City and
Consultant are sometimes hereinafter individually referred to as “Party” and hereinafter
collectively referred to as the “Parties.”
RECITALS
A. City has sought, by issuance of a Request for Proposals or Invitation for Bids, the
performance of the services defined and described particularly in Article 1 of this Agreement.
B. Consultant, following submission of a proposal or bid 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” attached hereto as Exhibit “A” and incorporated
herein by this reference, which may be referred to herein as the “services” or “work” hereunder.
As a material inducement to the City entering into this Agreement, Consultant represents and
warrants that it has the qualifications, experience, and facilities necessary to properly perform the
services required under this Agreement in a thorough, competent, and professional manner, and is
experienced in performing the work and services contemplated herein. Consultant shall at all times
faithfully, competently and to the best of its ability, experience and talent, perform all services
described herein. Consultant covenants that it shall follow the highest professional standards in
performing the work and services required hereunder and that all materials will be both of good
quality as well as fit for the purpose intended. For purposes of this Agreement, the phrase “highest
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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 scope of work or bid 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 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.
1.5 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.
1.6 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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1.7 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.
1.8 Additional Services.
City shall have the right at any time during the performance of the services, without
invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or
make changes by altering, adding to or deducting from said work. No such extra work may be
undertaken unless a written order is first given by the Contract Officer to the Consultant,
incorporating therein any adjustment in (i) the Contract Sum for the actual 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 ten percent (10%) of the
Contract Sum or $25,000, whichever is less; or, in the time to perform of up to one hundred eighty
180) days, may be approved by the Contract Officer. 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 contractors. 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.
1.9 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.
1.10 Compliance with Labor and Wage Laws.
Certain portions of the Services may be subject to prevailing wages under the Labor Code
and to the extent such is true, the below provisions will apply.
a) Public Work. The Parties acknowledge that 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.
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b) Registration with DIR. Pursuant to Labor Code section 1771.1, Consultant and all
subcontractors must be registered with, and pay an annual fee to, the DIR prior to and during the
performance of any work under this Agreement.
c) 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. If this
Agreement is subject to the payment of federal prevailing wages under the Davis-Bacon Act (40
U.S.C. § 3141 et seq.), then Consultant shall pay the higher of either the state for federal prevailing
wage applicable to each laborer.
d) Penalty for Failure to Pay Prevailing Wages. Consultant shall comply with and be
bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of
prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The
Consultant shall, as a penalty to the City, forfeit two hundred dollars ($200) 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.
e) Payroll Records. Consultant shall comply with and be bound by the provisions of
Labor Code Section 1776, which requires Consultant and each subcontractor to: keep accurate
payroll records and verify such records in writing under penalty of perjury, as specified in Section
1776; certify and make such payroll records available for inspection as provided by Section 1776;
and inform the City of the location of the records.
f) 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 sixty (60) days after
concluding work pursuant to this Agreement, Consultant and each of its subcontractors shall
submit to the City a verified statement of the journeyman and apprentice hours performed under
this Agreement.
g) Eight-Hour Work Day. Consultant acknowledges that eight (8) hours labor
constitutes a legal day’s work. Consultant shall comply with and be bound by Labor Code Section
1810.
h) 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.
Consultant shall, as a penalty to the City, forfeit twenty-five dollars ($25) for each worker
employed in the performance of this Agreement by Consultant or by any subcontractor for each
calendar day during which such worker is required or permitted to work more than eight (8) hours
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in any one calendar day and forty (40) 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 eight (8) hours per day, and forty (40)
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 one -half (1½) times the basic rate of
pay.
i) 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.”
j) 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.
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 Twenty Five Thousand Dollars ($25,000) (the “Contract Sum”), unless
additional compensation is approved pursuant to Section 1.8.
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, (b)
contract retention is maintained, and (c) the Contract Sum is not exceeded; or (iv) such other
methods as may be specified in the Schedule of Compensation.
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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 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 forty-five (45) days of receipt of Consultant’s correct and undisputed
invoice; however, Consultant acknowledges and agrees that due to City warrant run procedures,
the City cannot guarantee that payment will occur within this time period. In the event any charges
or expenses are disputed by City, the original invoice shall be returned by City to Consultant for
correction and resubmission. Review and payment by 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.
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3.2 Schedule of Performance.
Consultant shall commence the services pursuant to this Agreement upon receipt of a
written notice to proceed and shall perform all services within the time period(s) established in the
Schedule of Performance” attached hereto as Exhibit “D” and incorporated herein by this
reference. When requested by the Consultant, extensions to the time period(s) specified in the
Schedule of Performance may be approved in writing by the Contract Officer but not exceeding
one hundred eighty (180) 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 ten (10) days of the commencement of such delay notify the Contract Officer in writing of
the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and
extend the time for performing the services for the period of the enforced delay when and if in the
judgment of the Contract Officer such delay is justified. The Contract Officer’s determination shall
be final and conclusive upon the parties to this Agreement. In no event shall Consultant be entitled
to recover damages against the City for any delay in the performance of this Agreement, however
caused, Consultant’s sole remedy being extension of the Agreement pursuant to this Section.
3.4 Term.
Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement
shall continue in full force and effect until completion of the services but not exceeding one (1)
years from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit
D”).
ARTICLE 4. COORDINATION OF WORK
4.1 Representatives and Personnel of Consultant.
The following principals of Consultant (“Principals”) are hereby designated as being the
principals and representatives of Consultant authorized to act in its behalf with respect to the work
specified herein and make all decisions in connection therewith:
Name) (Title)
Name) (Title)
Name) (Title)
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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 competent personnel to perform services pursuant to this Agreement. Consultant shall make
every reasonable effort to maintain the stability and continuity of Consultant’s staff and
subcontractors, 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.
4.2 Status of Consultant.
Consultant shall have no authority to bind City in any manner, or to incur any obligation,
debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless
such authority is expressly conferred under this Agreement or is otherwise expressly conferred in
writing by City. Consultant shall not at any time or in any manner represent that Consultant or any
of Consultant’s officers, employees, or agents are in any manner officials, officers, employees or
agents of City. Neither Consultant, nor any of Consultant’s officers, employees or agents, shall
obtain any rights to retirement, health care or any other benefits which may otherwise accrue to
City’s employees. Consultant expressly waives any claim Consultant may have to any such rights.
4.3 Contract Officer.
The Contract Officer shall be Ramzi Awwad, Director of Public Works, or as otherwise
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
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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. 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 twenty five percent (25%) 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.
The Consultant shall procure and maintain, at its sole cost and expense, in a form and
content satisfactory to City, during the entire term of this Agreement including any extension
thereof, the following policies of insurance which shall cover all elected and appointed officers,
employees and agents of City:
a) General Liability Insurance (Coverage Form ISO CGL CG 00 01 or
equivalent). A policy of comprehensive general liability insurance written on a per occurrence
basis for bodily injury, personal injury and property damage. The policy of insurance shall be in
an amount not less than $2,000,000.00 per occurrence or if a general aggregate limit is used, then
the general aggregate limit shall be twice the occurrence limit.
b) Worker’s Compensation Insurance. A policy of worker’s compensation
insurance in such amount as will fully comply with the laws of the State of California and which
shall indemnify, insure and provide legal defense for the Consultant against any loss, claim or
damage arising from any injuries or occupational diseases occurring to any worker employed by
or any persons retained by the Consultant in the course of carrying out the work or services
contemplated in this Agreement, with Employer’s Liability insurance coverage limits of at least
1,000,000.00.
c) Automotive Insurance (Coverage Form ISO CA 00 01 including “any auto”
and endorsement CA 0025 or equivalent). A policy of comprehensive automobile liability
insurance written on a per occurrence for bodily injury and property damage in an amount not less
than $1,000,000. Said policy shall include coverage for owned, non-owned, leased, hired cars and
any automobile.
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d) Professional Liability. Professional liability insurance appropriate to the
Consultant’s profession, as determined by the City’s Risk Manager, provided that the limits shall
be no less than $1,000,000 per claim and no less than $1,000,000 general aggregate. This coverage
may be written on a “claims made” basis, and must include coverage for contractual liability. The
professional liability insurance required by this Agreement must be endorsed to be applicable to
claims based upon, arising out of or related to services performed under this Agreement. The
insurance must be maintained for at least 5 consecutive years following the completion of
Consultant’s services or the termination of this Agreement. During this additional 5-year period,
Consultant shall annually and upon request of the City submit written evidence of this continuous
coverage.
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”.
g) Broader Coverages and Higher Limits. Notwithstanding anything else
herein to the contrary, if Consultant maintains broader coverages and/or higher limits than the
minimums shown above, the City requires and shall be entitled to the broader coverages and/or
higher limits maintained by Consultant.
5.2 General Insurance Requirements.
All of the above policies of insurance shall be primary insurance and shall name the City,
its elected and appointed officers, employees and agents as additional insureds and any insurance
maintained by City or its officers, employees or agents may apply in excess of, and not contribute
with Consultant’s insurance. The insurer is deemed hereof to waive all rights of subrogation and
contribution it may have against the City, its officers, employees and agents and their respective
insurers. Moreover, the insurance policy must specify that where the primary insured does not
satisfy the self-insured retention, any additional insured may satisfy the self-insured retention.
All of said policies of insurance shall provide that said insurance may not be amended or
cancelled by the insurer or any party hereto without providing thirty (30) days prior written notice
by certified mail return receipt requested to the City. In the event any of said policies of insurance
are cancelled, the Consultant shall, prior to the cancellation date, submit new evidence of insurance
in conformance with Section 5.1 to the Contract Officer.
No work or services under this Agreement shall commence until the Consultant has
provided the City with Certificates of Insurance, additional insured endorsement forms or
appropriate insurance binders evidencing the above insurance coverages and said Certi ficates of
Insurance or binders are approved by the City. City reserves the right to inspect complete, certified
copies of and endorsements to all required insurance policies at any time. Any failure to comply
with the reporting or other provisions of the policies including breaches or warranties shall not
affect coverage provided to City.
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All certificates shall name the City as additional insured (providing the appropriate
endorsement) and shall conform to the following “cancellation” notice:
CANCELLATION:
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE
CANCELLED BEFORE THE EXPIRATION DATED THEREOF,
THE ISSUING COMPANY SHALL MAIL THIRTY (30)-DAY
ADVANCE WRITTEN NOTICE TO CERTIFICATE HOLDER
NAMED HEREIN.
to be initialed] ______________
Consultant Initials
City, its respective elected and appointed officers, directors, officials, employees, agents
and volunteers are to be covered as additional insureds as respects: liability arising out of activities
Consultant performs; products and completed operations of Consultant; premises owned, occupied
or used by Consultant; or any automobiles owned, leased, hired or borrowed by Consultant. The
coverage shall contain no special limitations on the scope of protection afforded to City, and their
respective elected and appointed officers, officials, employees or volunteers. Consultant’s
insurance shall apply separately to each insured against whom claim is made or suit is brought,
except with respect to the limits of the insurer’s liability.
Any deductibles or self-insured retentions must be declared to and approved by City. At
the option of City, either the insurer shall reduce or eliminate such deductibles or self -insured
retentions as respects City or its respective elected or appointed officers, officials, employees and
volunteers or the Consultant shall procure a bond guaranteeing payment of losses and related
investigations, claim administration, defense expenses and claims. The Consultant agrees that the
requirement to provide insurance shall not be construed as limiting in any way the extent to which
the Consultant may be held responsible for the payment of damages to any persons or property
resulting from the Consultant’s activities or the activities of any person or persons for which the
Consultant is otherwise responsible nor shall it limit the Consultant’s indemnification liabilities as
provided in Section 5.3.
In the event the Consultant subcontracts any portion of the work in compliance with
Section 4.5 of this Agreement, the contract between the Consultant and such subcontractor shall
require the subcontractor to maintain the same policies of insurance that the Consultant is required
to maintain pursuant to Section 5.1, and such certificates and endorsements shall be provided to
City.
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
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connection with the negligent performance of the work, operations or activities provided herein of
Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or entity
for which Consultant is legally liable (“indemnitors”), or arising from Consultant’s or indemnitors’
reckless or willful misconduct, or arising from Consultant’s or indemnitors’ negligent performance
of or failure to perform any term, provision, covenant or condition of this Agreement, and in
connection therewith:
a) Consultant will defend any action or actions filed in connection with any of
said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys’
fees incurred in connection therewith;
b) Consultant will promptly pay any judgment rendered against the City, its
officers, agents or employees for any such claims or liabilities arising out of or in connection with
the negligent performance of or failure to perform such work, operations or activities of Consultant
hereunder; and Consultant agrees to save and hold the City, its officers, agents, and employees
harmless therefrom;
c) In the event the City, its officers, agents or employees is made a party to
any action or proceeding filed or prosecuted against Consultant for such damages or other claims
arising out of or in connection with the negligent performance of or failure to perform the work,
operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers,
agents or employees, any and all costs and expenses incurred by the City, its officers, agents or
employees in such action or proceeding, including but not limited to, legal costs and attorneys’
fees.
Consultant shall incorporate similar indemnity agreements with its subcontractors and if it
fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and
failure of City to monitor compliance with these provisions shall not be a waiver hereof. This
indemnification includes claims or liabilities arising from any negligent or wrongful act, error or
omission, or reckless or willful misconduct of Consultant in the performance of professional
services hereunder. The provisions of this Section do not apply to claims or liabilities occurring as
a result of City’s sole negligence or willful acts or omissions, but, to the fullest extent permitted
by law, shall apply to claims and liabilities resulting in part from City’s negligence, except that
design professionals’ indemnity hereunder shall be limited to claims and liabilities arising out of
the negligence, recklessness or willful misconduct of the design professional. The indemnity
obligation shall be binding on successors and assigns of Consultant and shall survive termination
of this Agreement.
5.4 Sufficiency of Insurer.
Insurance required by this Agreement shall be satisfactory only if issued by companies
qualified to do business in California, rated “A-” or better in the most recent edition of Best Rating
Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category
Class VII or better, unless such requirements are waived by the Risk Manager of the City (“Risk
Manager”) due to unique circumstances. If this Agreement continues for more than 3 years
duration, or in the event the risk manager determines that the work or services to be performed
under this Agreement creates an increased or decreased risk of loss to the City, the Consultant
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agrees that the minimum limits of the insurance policies may be changed accordingly upon receipt
of written notice from the Risk Manager.
ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION
6.1 Records.
Consultant shall keep, and require subcontractors to keep, such ledgers, books of accounts,
invoices, vouchers, canceled checks, reports, studies or other documents relating to the
disbursements charged to City and services performed hereunder (the “books and records”), as
shall be necessary to perform the services required by this Agreement and enable the Contract
Officer to evaluate the performance of such services. Any and all such documents shall be
maintained in accordance with generally accepted accounting principles and shall be complete and
detailed. The Contract Officer shall have full and free access to such books and records at all times
during normal business hours of City, including the right to inspect, copy, audit and make records
and transcripts from such records. Such records shall be maintained for a period of three (3) years
following completion of the services hereunder, and the City shall have access to such records in
the event any audit is required. In the event of dissolution of Consultant’s business, custody of the
books and records may be given to City, and access shall be provided by Consultant’s successor
in interest. Notwithstanding the above, the Consultant shall fully cooperate with the City in
providing access to the books and records if a public records request is made and disclosure is
required by law including but not limited to the California Public Records Act.
6.2 Reports.
Consultant shall periodically prepare and submit to the Contract Officer such reports
concerning the performance of the services required by this Agreement as the Contract Officer
shall require. Consultant hereby acknowledges that the City is greatly concerned about the cost of
work and services to be performed pursuant to this Agreement. For this reason, Consultant agrees
that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or
will materially increase or decrease the cost of the work or services contemplated herein or, if
Consultant is providing design services, the cost of the project being designed, Consultant shall
promptly notify the Contract Officer of said fact, circumstance, technique or event and the
estimated increased or decreased cost related thereto and, if Consultant is providing design
services, the estimated increased or decreased cost estimate for the project being designed.
6.3 Ownership of Documents.
All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes,
computer files, reports, records, documents and other materials (the “documents and materials”)
prepared by Consultant, its employees, subcontractors and agents in the performance of this
Agreement shall be the property of City and shall be delivered to City upon request of the Contract
Officer or upon the termination of this Agreement, and Consultant shall have no claim for further
employment or additional compensation as a result of the exercise by City of its full rights of
ownership use, reuse, or assignment of the documents and materials hereunder. Any use, reuse or
assignment of such completed documents for other projects and/or use of uncompleted documents
without specific written authorization by the Consultant will be at the City’s sole risk and without
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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, 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 attorneys fees, caused by or incurred as a result of Consultant’s conduct.
d) Consultant shall promptly notify City should Consultant, its officers,
employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of
deposition, request for documents, interrogatories, request for admissions or other discovery
request, court order or subpoena from any party regarding this Agreement and the work performed
there under. City retains the right, but has no obligation, to represent Consultant or be present at
any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and
to provide City with the opportunity to review any response to discovery requests provided by
Consultant. However, this right to review any such response does not imply or mean the right by
City to control, direct, or rewrite said response.
ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION
7.1 California Law.
This Agreement shall be interpreted, construed and governed both as to validity and to
performance of the parties in accordance with the laws of the State of California. Legal actions
concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be
instituted in the Superior Court of the County of Los Angeles, State of California, or any other
appropriate court in such county, and Consultant covenants and agrees to submit to the personal
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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 presumptively thirty (30) 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 Agreement except as specifically
provided in the following Section for termination for cause. The City reserves the right to terminate
this Agreement 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. In addition, Consultant
may terminate this Agreement if and only if all of the following criteria are met: (i) City is in
default under the terms of this Agreement; (ii) Consultant has given City 30 days’ written notice
or longer, if circumstances warrant) of the default and the reasons for the default; and (iii) City
has failed to cure the default within said cure period. Upon receipt of any notice of termination,
Consultant shall immediately cease all services hereunder except such as may be specifically
approved by the Contract Officer. Except where the Consultant has initiated termination, the
Consultant shall be entitled to compensation for all services rendered prior to the effective date of
the notice of termination and for any services authorized by the Contract Officer thereafter in
accordance with the Schedule of Compensation or such as may be approved by the Contract
Officer, except as provided in Section 7.3. In the event the Consultant has initiated termination,
the Consultant shall be entitled to compensation only for the reasonable value of the work product
actually produced hereunder. In the event of City’s 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 Consultant.
If termination is due to the failure of the Consultant to fulfill its obligations under this
Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and
prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to
the extent that the total cost for completion of the services required hereunder exceeds the
compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such
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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.
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
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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.A. §§ 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 Boulevard, 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 any number of counterparts and each of such
counterparts shall for all purposes be deemed to be an original, whether the signatures are originals,
electronic, facsimiles or digital. All such counterparts shall together constitute but one and the
same Agreement.
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
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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 “non-interests” 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) the entering into this Agreement does not
violate any provision of any other Agreement to which said party is bound. This Agreement shall
be binding upon the heirs, executors, administrators, successors and assigns of the parties.
SIGNATURES ON 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 PALSO VERDES, a municipal
corporation
David L. Bradley, Mayor
ATTEST:
Theresa Takaoka, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
William Wynder, City Attorney
CONSULTANT:
By:
Name: Raymond Washinton
Title: CEO
By:
Name: Willard Brook s
Title: Office Administrator
Address: 1627 E Fernrock St
Carson, CA 90746
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.
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01203.0006/1057349.1
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01203.0006/1057349.1 A-1
EXHIBIT “A”
SCOPE OF SERVICES
I. Contractor shall perform all of the work and comply with all provisions of the
Agreement, and with the plans, specifications and other directions provided as part
of individual Task Orders executed for the project entitled Portuguese Bend
Emergency Landslide Stabilization Project (“the Project”) including any documents
or exhibits referenced therein.
II. The work shall proceed by Task or Phase (referred to as Task for convenience), the
scope of each of which will be provided by the City as soon as the parameters and
engineering design for each Task are completed by the City (including any of its
consultants), with input from the Contractor, the City’s geotechnical engineering
consulting firm, and the City’s geologist. The following process shall apply.
A. Each Task to be performed shall be set forth in a written request (“Request”)
provided by the City with a description of the work to be performed, and the time
desired for completion. All Tasks shall be carried out in conformity with all
provisions of this Agreement.
B. Following receipt of the Request, the Contractor shall prepare a “Task Proposal”
that includes the following components:
1. A written description of how the requested Task will be performed (“Task
Description”), including all components and subtasks required engineering,
and including any clarifications of the descriptions provided in the Request;
2. The costs to perform the task (“Task Budget”), including a detailed bid
schedule, to be developed using the critical path schedule methodology; and
based on agreed rates in Exhibit A-1, or as may otherwise be negotiated by
the parties.
3. The City may require a schedule for completion of a given task (“Task
Completion Schedule”), including a final completion date (“Task
Completion Date”).
4. Task Proposals, Task Budgets, and Task Completion Schedules shall be
developed while prior Tasks are in process, with the goal of continuous
construction on all phases of the Project.
C. The City shall approve the Task Proposal or require modifications in writing, and
the Contract officer shall 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, provided that
unknown conditions discovered following commencement of work, which could
have been discovered despite the Contractor’s due diligence, may be approved
pursuant to a change order.
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E. Contractor shall complete the Task and deliver all deliverables to the City by the
Task Completion Date and in accordance with the Task Completion Schedule,
subject to any extension granted due to schedule impact generated by unknown
conditions discovered following commencement of work and approved pursuant to
a Change Order.
III. The Contractor will be considered one of multiple contractors (via separate contracts)
that may be engaged or utilized for the general scope of work specified herein. The
City will select a contractor for a specific Task based on one or more of the following
parameters:
A. The City’s selection of a contractor on a rotational list of on-call contractors while
endeavoring to assign work in a manner that is fair and equitable to all contractors.
B. The Contractor’s readiness to start the work within an appropriate timeframe.
C. The Contractor’s responsiveness to the City’s request for a Task Proposal.
D. The degree of success of negotiating the scope, budget and schedule of a given
Task.
E. The Contractor’s success in performing work under this Agreement.
IV. The City does not guarantee the issuance of a given Task or Tasks, or that the sum of
city-issued tasks will equal or exceed (by way of amendment or contract change order)
the not-to-exceed contract value.
V. Brief description of the work to be performed:
A. Routine Maintenance- Periodic maintenance for generators including oil changes,
filter replacements, coolant service, battery testing, valve adjustments, and full
system inspections, performed per manufacturer-recommended intervals.
B. Unscheduled Repairs- Diagnostic and repair services for unexpected generator
issues such as starter failure, alternator or radiator problems, fuel system issues,
battery replacement, and electrical faults.
C. Emergency On-Call Support- Rapid response services for generator failures or
outages, including troubleshooting, temporary solutions, and critical power
restoration.
VI. In addition to the requirements of Section 6.2 and any other requirements included in a
Task, during performance of the work, Contractor will keep the City apprised of the status
of performance by delivering daily and weekly logs of work performed and updated
performance schedules as further required in a Task.
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01203.0006/1057349.1 A-3
VII. 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.
VIII. Contractor shall provide safe and continuous passage for pedestrian and vehicular traffic
in accordance with the Work Area Traffic Control Handbook (WATCH), latest edition
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01203.0006/1057349.1 B-1
EXHIBIT “B”
SPECIAL REQUIREMENTS
Superseding Contract Boilerplate)
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EXHIBIT “C”
SCHEDULE OF COMPENSATION
I. Contractor shall perform all work at the rates submitted as part of Contractor’s Proposal
and listed below:
ROUTINE (Scheduled) Maintenance – Price List
Item 15 -30kW
Generator
36-75kW
Generator
80- 150kW
Generator
Notes
Oil & Filter Change $300 $400 $475 Every 6 months or
150-200 hours
Air Filter Replacement $150 $150 $200 Annually
Fuel Filter Change
Diesel)
150 $200 $225 Annually
Coolant Flush & Refill $300 $300 $300 Every 2–3 years
Battery Load Testing $50 $50 $50 Every 6 months
Spark Plug
Replacement (Gas)
125 $200 $225 Annually (for natural
gas/LPG units)
Valve Adjustment (if
needed)
350 $400 $500 Typically, at 500+
hours
Transfer Switch
Inspection
150 $150 $150 Annually
Full System
Inspection/Testing
150 $350 $375 Every 6 months
Total Annual Maintenance (Est.):
15 - 30kW: $1,200 - $1575
36 - 75kW: $1,400 - $1,600
80 - 150kW: $1600 - $1850
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UNSCHEDULED (Repair-Based) Maintenance –
Estimated Costs
Common Repair Items 15 -
30kW
36 -
75kW
100 -
150kW
Frequency/Notes
Starter Motor Replacement $600 $900 $1,000 As needed
Alternator Repair/Replace $1,200 $1,800 $2,500 Major failure
ECU/Controller Board
Replacement
800 $900 $1,200 Electrical issue
Common Repair Items 15 -
30kW
36 -
75kW
100 -
150kW
Frequency/Notes
Radiator Replacement/Repair $900 $1,400 $2,000 Overheating
Fuel Injector
Cleaning/Replacement
500 $900 $1,200 Diesel generators
Exhaust System Repair $700 $900 $1,400 Rust, leaks
Battery Replacement (Heavy
Duty)
325 $375 $ 400 Every 2–3 years
Wiring/Harness Repair $500 $800 $1,000 Rodents, corrosion
Control Panel Display (if
damaged)
700 $900 $1,200 Physical/electrical
damage
II. With respect to each completed Task, a retention of five percent (5%) shall be held
from each respective payment as a contract retention to be paid upon satisfactory
completion of services and the Contractor has requested release of the retention in
writing.
III. Within the budgeted amounts for each item on the Bid Sheet, and with the approval of the
Contract Officer, funds may be shifted from one item’s subbudget to another so long as the
Contract Sum is not exceeded per Section 2.1, unless Additional Work is approved per
Section 1.10.
IV. The City will compensate Consultant for the Services performed upon submission of a
valid invoice. Each invoice is to include:
A. Line items for all 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.
V. The total compensation for the Services shall not exceed $25,000 as provided in
Section 2.1 of this Agreement.
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01203.0006/1057349.1 D-1
EXHIBIT “D”
SCHEDULE OF PERFORMANCE
I. Contractor shall perform all work (the sum of City-issued Task Orders) within the durations
specified in the Agreement and supplemented by individual Task Orders starting from the
date(s) of the Notice(s) to Proceed in each respective Task Order.
II. Contractor shall deliver tangible work products to the City by the deadlines specified in the
Agreement, as supplemented by City-issued Task Orders.
III. The Contract Officer may approve extensions for performance of the services in
accordance with Section 3.2.
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SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
INSURER(S) AFFORDING COVERAGE
INSURER F :
INSURER E :
INSURER D :
INSURER C :
INSURER B :
INSURER A :
NAIC #
NAME:
CONTACT
A/C, No):
FAX
E-MAILADDRESS:
PRODUCER
A/C, No, Ext):
PHONE
INSURED
REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on
this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
OTHER:
Per accident)
Ea accident)
N / A
SUBR
WVD
ADDL
INSD
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
PROPERTY DAMAGE
BODILY INJURY (Per accident)
BODILY INJURY (Per person)
COMBINED SINGLE LIMIT
AUTOS ONLY
AUTOSAUTOSONLY
NON-OWNED
SCHEDULEDOWNED
ANY AUTO
AUTOMOBILE LIABILITY
Y / N
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY
OFFICER/MEMBER EXCLUDED?(
Mandatory in NH)
DESCRIPTION OF OPERATIONSbelowIfyes, describe under
ANY PROPRIETOR/PARTNER/EXECUTIVE
E.L. DISEASE - POLICY LIMIT
E.L. DISEASE - EA EMPLOYEE
E.L. EACH ACCIDENT
EROTH-STATUTEPER
LIMITS(MM/DD/YYYY)
POLICY EXP(
MM/DD/YYYY)
POLICYEFFPOLICYNUMBERTYPEOFINSURANCELTRINSR
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
EXCESS LIAB
UMBRELLA LIAB $EACH OCCURRENCE
AGGREGATE
OCCUR
CLAIMS-MADE
DED RETENTION $
PRODUCTS - COMP/OP AGG
GENERAL AGGREGATE
PERSONAL & ADV INJURY
MED EXP (Any one person)
EACH OCCURRENCE
DAMAGE TO RENTED $
PREMISES (Ea occurrence)
COMMERCIAL GENERAL LIABILITY
CLAIMS-MADE OCCUR
GEN'L AGGREGATE LIMIT APPLIES PER:
POLICY PRO-
JECT LOC
CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY)
CANCELLATION
AUTHORIZED REPRESENTATIVE
ACORD 25 (2016/03)
1988-2015 ACORD CORPORATION. All rights reserved.
CERTIFICATE HOLDER
The ACORD name and logo are registered marks of ACORD
HIREDAUTOS ONLY
06/27/2025
Best California Insurance Services
6141 York Blvd.
Los Angeles CA 90042
Robert Gamino
818) 509-2900 (818) 509-2904
rgamino@bestcalins.com
GENESIS ELECTRICAL INC dba Lic # 896880
1627 E Fernrock St
Carson CA 90746
PALOMAR EXCESS & SURPLUS INSURANCE COMPANY16754
CALIFORNIA AUTOMOBILE INS CO.38342
GREAT AMERICAN INSURANCE COMPANY
A PA001546700 08/21/2024 08/21/2025
1,000,000
100,000
5,000
1,000,000
2,000,000
2,000,000
B BA040000085200 11/09/2024 11/09/2025
300,000
Com / Coll :1,000 / 1,000
C N WCF18638101 04/22/2025 04/22/2026
1,000,000
1,000,000
1,000,000
Electrical - Within Buildings
The General Liability policy has a blanket "Additional Insured" endorsement. Coverage is Primary and Noncontributory. Waiver of Subrogation applies.
Proof of Insurance
Docusign Envelope ID: 3A17A374-A2DA-44D9-8AB6-1E43B4BB9EF3
I-31
01203.0006 2063138.1 11/5/2025
AMENDMENT NO. 1
TO AGREEMENT FOR CONTRACT SERVICES BETWEEN THE CITY OF RANCHO
PALOS VERDES AND GENESIS ELECTRICAL INC.
THIS AMENDMENT NO. 1 TO THE AGREEMENT FOR CONTRACT
SERVICES by and between the CITY OF RANCHO PALOS VERDES (“City”) and GENSIS
ELECTRICAL INC., a California Corporation (“Consultant”) is effective as of November 18,
2025. City and Consultant are sometimes hereinafter individually referred to as "Party" and
hereinafter collectively referred to as the “Parties.”
RECITALS
A. City and Consultant entered into that certain Agreement for Contract Services dated
July 1, 2025 (“Agreement”) whereby Consultant agreed to provide routine maintenance,
unscheduled repairs and emergency on-call support for generators for a one-year Term expiring
June 30, 2026, for a Contract Sum of $25,000.
B. Consultant has been paid $23,756.18 through November 1, 2025, and has continued
to provide services to assist the City in maintenance and repair of the City’s generators following
the term stated in the original Agreement.
C. City and Consultant now desire to amend the Agreement to increase the Contract
Sum to Seventy-Five Thousand Dollars ($75,000) to ensure sufficient funding remains available
for ongoing routine maintenance, unscheduled repair work, and emergency on-call generator
support services throughout the Agreement Term.
TERMS
1. Contract Changes. The Agreement is amended as provided herein (deleted text is
indicated in strikethrough and added text in bold italics):
A. Section 2.1, Contract Sum, is hereby amended to read as follows:
Subject to any limitations set forth in this Agreement, City agrees to pay
Consultant the amounts specified in the “Schedule of Compensation” attached
here to as Exhibit “C” and incorporated herein by this reference. The total
compensation, including reimbursement for actual expenses, shall not exceed
Twenty Five Thousand Dollars ($25,000)Seventy-Five Thousand Dollars
75,000) (the “Contract Sum”), unless additional compensation is approved
pursuant to Section 1.8.
2. Continuing Effect of Agreement. Except as amended by this Amendment No. 1,
all provisions of the Agreement shall remain unchanged and in full force and effect. From and
after the date of this Amendment No. 1, whenever the term “Agreement” appears in the Agreement,
it shall mean the Agreement, as amended by this Amendment No. 1 to the Agreement.
Docusign Envelope ID: 306CB9D7-1600-45DB-8A52-9E12848DD4B5
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01203.0006 2063138.1 11/5/2025
3. Affirmation of Agreement; Warranty Re Absence of Defaults. City and
Consultant each ratify and reaffirm each and every one of the respective rights and obligations
arising under the Agreement. Each party represents and warrants to the other that there have been
no written or oral modifications to the Agreement other than as provided herein. Each party
represents and warrants to the other that the Agreement is currently an effective, valid, and binding
obligation.
Consultant represents and warrants to City that, as of the date of this Amendment No. 1,
City is not in default of any material term of the Agreement and that there have been no events
that, with the passing of time or the giving of notice, or both, would constitute a material default
under the Agreement.
City represents and warrants to Consultant that, as of the date of this Amendment No. 1,
Consultant is not in default of any material term of the Agreement and that there have been no
events that, with the passing of time or the giving of notice, or both, would constitute a material
default under the Agreement.
4. Adequate Consideration. The parties hereto irrevocably stipulate and agree that
they have each received adequate and independent consideration for the performance of the
obligations they have undertaken pursuant to this Amendment No. 1.
5. Authority. The persons executing this Amendment No. 1 on behalf of the parties
hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to
execute and deliver this Amendment on behalf of said party, (iii) by so executing this Amendment
No. 1, such party is formally bound to the provisions of this Amendment, and (iv) the entering into
this Amendment No. 1 does not violate any provision of any other agreement to which said party
is bound.
6. Counterparts. This Amendment No. 1 may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to be an original,
whether the signatures are originals, electronic, facsimiles or digital. All such counterparts shall
together constitute but one and the same Amendment No. 1.
7. Incorporation of Recitals. The recitals set forth above are incorporated by
reference and made a part of this Amendment No. 1 to the same extent as if they were fully restated
herein.
SIGNATURES ON FOLLOWING PAGE]
Docusign Envelope ID: 306CB9D7-1600-45DB-8A52-9E12848DD4B5
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01203.0006 2063138.1 11/5/2025
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 on
the date and year first-above written.
CITY:
CITY OF RANCHO PALOS VERDES, a
municipal corporation
David L. Bradley, Mayor
ATTEST:
Teresa Takaoka, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
William Wynder, City Attorney
CONSULTANT:
GENESIS ELECTRICAL INC., a California
Corporation
By: ________________________________
Name: Raymond Washington
Title: CEO
By: ________________________________
Name: Willard Brooks
Title: Office Administrator
Address: 340 E. Centerview Drive ________
Carson, CA 90746 _____________
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.
Docusign Envelope ID: 306CB9D7-1600-45DB-8A52-9E12848DD4B5
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Page 1 of 2
Genesis Electrical
1627 Fernrock St
Carson, CA 90746 USA
raywash.rw@gmail.com
INVOICE
BILL TO
JUAN HERNANDEZ
30940 Hawthorne Blvd
Rancho Palos Verdes CA
90275
SHIP TO
JUAN HERNANDEZ
3 THYME
Rancho Palos Verdes CA
90275
INVOICE 1623
DATE 09/05/2025
TERMS Net 15
DUE DATE 09/20/2025
PAYMENT METHOD
Check
DATE DESCRIPTION QTY RATE AMOUNT
07/15/2025 Trailer TRAILER DESCRIPTION
12 SWEETBAY:
Standard Utility 6.5’x12’-2 7,000
GVWR 2,443
12’ Diamond Plate Deck flooring
10SqFt 780
1 Recessed Lights Upgrade 79
1 Electric Brakes on Rear axle
500 GALLON PROPANE TANK
DESCRIPTION:
GENERAL SPECIFICATIONS
ALLOWABLE WORKING PRESSURE
(PSIG)
RELIEF DISCHARGE RATE - (CFM
REQ'D.) ASME UW-52 HEAD TO
SHELL ASME UW-51 LONG SEAM
499 W.G. ABOVEGROUND PROPANE
TANK-TYPE-AWT-CAL
1 14,112.00 14,112.00
07/15/2025 Propane and Trailer
Combo
3 Thyme Place:
TRAILER DESCRIPTION
Standard Utility 6.5’x12’-2 7,000
GVWR 2,443
12’ Diamond Plate Deck flooring
10SqFt 780
1 Recessed Lights Upgrade 79
1 Electric Brakes on Rear axle
500 GALLON PROPANE TANK
DESCRIPTION:
GENERAL SPECIFICATIONS
ALLOWABLE WORKING PRESSURE
(PSIG)
RELIEF DISCHARGE RATE - (CFM
REQ'D.) ASME UW-52 HEAD TO
SHELL ASME UW-51 LONG SEAM
1 14,112.00 14,112.00
K-1
Page 2 of 2
499 W.G. ABOVEGROUND PROPANE
TANK-TYPE-AWT-CAL
07/15/2025 Propane and Trailer
Combo
27 SWEETBAY
TRAILER DESCRIPTION
12 SWEETBAY:
Standard Utility 6.5’x12’-2 7,000
GVWR 2,443
12’ Diamond Plate Deck flooring
10SqFt 780
1 Recessed Lights Upgrade 79
1 Electric Brakes on Rear axle
500 GALLON PROPANE TANK
DESCRIPTION:
GENERAL SPECIFICATIONS
ALLOWABLE WORKING PRESSURE
(PSIG)
RELIEF DISCHARGE RATE - (CFM
REQ'D.) ASME UW-52 HEAD TO
SHELL ASME UW-51 LONG SEAM
499 W.G. ABOVEGROUND PROPANE
TANK-TYPE-AWT-CAL
1 14,112.00 14,112.00
SUBTOTAL 42,336.00
TAX 0.00
TOTAL 42,336.00
BALANCE DUE $42,336.00
Pay invoice
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