CC SR 20260616 L - PW Agreements Over $25K
CITY COUNCIL MEETING DATE: 06/16/2026
AGENDA REPORT AGENDA HEADING: Consent Calendar
AGENDA TITLE:
Consider approving Professional Service Agreements and Amendments to existing
Professional Service Agreements for various Public Works Services.
RECOMMENDED COUNCIL ACTION:
1) Award a Professional Services Agreement (PSA) to All City Management Services,
Inc. for school crossing guards and related services in the amount not-to-exceed
$456,160 plus a 15% contingency for a three-year term through June 30, 2029,
with an optional additional three-year extension;
2) Award a PSA to Platinum Management Group, Inc. for custodial services in the
amount not-to-exceed $603,038 for a five-year term through June 30, 2031, with
an optional one-year extension;
3) Approve Amendment No. 1 to the PSA with MSW Consultants, Inc. for solid waste
consulting and administrative services, report preparation, grant applications, and
other related services in the amount not-to-exceed $390,000 plus 15%
contingency, extending the term by three years to June 30, 2029;
4) Approve Amendment No. 1 to the PSA with SCA of CA for street sweeping and
bus shelter cleaning services in the amount not-to-exceed $1,548,021 plus 15%
contingency, extending the term by three years to June 30, 2029;
5) Approve Amendment No. 3 to the PSA for West Coast Arborists, Inc. for tree
trimming and maintenance services thereby extending the term by one additional
year through June 30, 2027 and increasing the total not-to-exceed sum to
$3,041,478 over a term of seven years.
FISCAL IMPACT: The City Council action will result in PSAs with various vendors;
however, the expenditure and fiscal impact will be dependent upon
department needs per approved budgets and/or permit fees as
detailed in the staff report for each agreement. VR
Amount Budgeted: As detailed in the Discussion section of this
report for each agreement
Additional Appropriation: N/A
Account Number(s): As detailed in the Discussion section of this
report for each agreement
ORIGINATED BY: Ramzi Awwad, Director of Public Works
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REVIEWED BY: Catherine Jun, Deputy City Manager CJ
APPROVED BY: Ara Mihranian, AICP, City Manager
ATTACHED SUPPORTING DOCUMENTS:
A. PSA with All City Management Services, Inc. for School Crossing Guards and
Related Services (Page A-1)
B. PSA with Platinum Maintenance Group, Inc. for Custodial Services (Page B-1)
C. Amendment No. 1 to the PSA with MSW Consultants, Inc. for Solid Waste
Management Consulting and Administrative Services (Page C-1)
D. Amendment No. 1 to the PSA with SCA of CA for Street Sweeping Services
(Page D-1)
E. Amendment No. 3 to PSA with West Coast Arborists, Inc. for Tree Trimming and
Maintenance Services (Page E-1)
BACKGROUND:
As a department in a contract city, the Public Works Department relies on consultants to
augment City Staff in providing various services. Historically, the Public Works
Department has contracted for many of these services on a rolling annual basis. To
streamline the contracting effort, the Public Works Department is now presenting various
multi-year agreements and amendments for City Council approval. As a separate agenda
item at the May 19, 2026 meeting, the City Council was also asked to approve various
ongoing PSAs and purchase orders that exceed $25,000 for various City Departments
for Fiscal Year (FY) 2026-27. This agenda item differs in that it presents various multi-
year agreements and amendments as opposed to those solely for FY 2026-27. Multi-year
agreements presented at one time reduce the amount of effort spent on contracting ,
because Staff no longer need to spend time on the contracting process on an annual
basis for each service. Additionally, presenting a smaller numbe r of staff reports reduces
the amount of staff time spent on that administrative work.
This staff report recommends the award or amendment of five agreements, consisting of
two new PSA and three amendments to existing PSAs, for various core services provided
by the Public Works Department. The PSAs are structured based on an estimated
quantity of work and associated cost; however, the City reserves the right to use as much
or as little of the service as needed and pay only for the amount of services used. In most
cases, the estimated amounts are based on high -use scenarios, but the City is not
obligated to use the entire contract amount. Additionally, the City reserves the right to
cancel any of these PSAs, simply for convenience, with a 30-day notice to the vendor.
DISCUSSION:
The following discussion summarizes the proposed new PSAs and amendments to
existing PSAs:
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School Crossing Guard Services – All City Management Services, Inc.
The services covered by this PSA are crossing guard services for the regular school year
and summer school. The costs of crossing guard services are shared between the City
and the Palos Verdes Peninsula Unified School District (PVPUSD), with 43% allocated to
the City and 57% to PVPUSD and the Peninsula Education Foundation. An exception to
the cost allocation is at Dodson Middle School, where the City pays the entire cost of the
crossing guard services and is not reimbursed by the Los Angeles Unified School District.
School crossing guards are utilized at the following campuses:
• One guard at Dodson Middle School
• Three guards at Miraleste Intermediate School
• One guard at Ridgecrest Intermediate School
• Two guards at Silver Spur Elementary School
Staff issued a Request for Proposal (RFP) for these services on April 21, 2026 through
the PlanetBids online solicitation portal. Three proposals were received by the deadline
of May 22, 2026, all of which met minimum requirements. The proposals were evaluated
according to the scoring criteria specified in the RFP as shown below.
All City Management Services (ACMS), Inc. received the highest score of the three
proposals. The City has historically used ACMS in partnership with PVPUSD to decrease
logistical complexity and increase ease of coordination. As such, ACMS has been
providing crossing guard services for the City since 2001. Accordingly, Staff negotiated a
PSA with ACMS to provide school crossing guard services for a three-year term and an
optional additional three-year term, with an annual authorization of up to $147,582 for the
first year. This amount is a 3% increase over the current amount, which is lower than the
most recent published Consumer Price Index (CPI) for the Los Angeles–Long Beach–
Anaheim metropolitan area, which was 3.7% over the 12-month period ending April 2026,
according to the U.S. Bureau of Labor Statistics (BLS). The PSA includes a pre-
negotiated 3% annual increase in compensation for each of the following two fiscal years,
which is within the range of inflation in recent years. The total authorization is up to
$456,160 plus 15% contingency for a three-year term with an optional additional three-
year extension. (Attachment A)
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The estimated expenditure for the 2026-27 school year including summer school is
$147,582, of which $63,500 will be funded by the City and $84,100 will be funded by
PVPUSD and the Peninsula Education Foundation, which is included in the proposed FY
2026-27 budget, as summarized below:
FY 2026-27 Account Number(s): 101-400-3120-5101: $63,500
(General Fund – Traffic Management)
101-400-3120-5118 - $84,100
(General Fund – Traffic Management – Reimbursable
Services)
Custodial Services – Platinum Maintenance Group, Inc.
The services covered by this PSA are routine custodial services, on-call cleaning, window
washing, emergency response, and specialty cleaning and janitorial services for all City
facilities.
Staff issued an RFP for these services on March 25, 2026 through the PlanetBids online
solicitation portal. Twelve proposals were received by the deadline of April 16, 2026, all
of which met minimum requirements. Staff performed an initial review and determined
that five firms submitted proposals within the City's budget parameters. These five
proposals were evaluated according to the scoring criteria specified in the RFP as shown
below:
Custodial Services Scoring Sheet
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Platinum Maintenance Group, Inc. (PMC) received the highest score of the five proposals.
Accordingly, Staff negotiated a PSA with PMC to provide custodial services for a five-year
term and an optional additional one-year term, with an annual authorization of up to
$113,584 for the first year. The PSA allows for a CPI increase of up to a maximum of 3%
for each following fiscal year. The total authorization is up to $603,038 for a five-year term
with an optional one-year extension. (Attachment B)
The estimated expenditure for FY 26-27 is $113,584, which is included in the proposed
FY 2026-27 budget, as summarized below:
FY2026-27 Account number(s): 101-400-3140-5201: $130,000
(General Fund – Building Maint. - Repair & Maint.
Services)
Solid Waste Management Consulting Services - MSW Consultants
The services covered by this PSA are solid waste management consulting and
administrative services, report preparation, grant applications, and other related services
to meet the various complex solid waste regulatory requirements.
On June 20, 2023, the City entered into a PSA with MSW Consultants to provide solid
waste consulting and associated services for a three -year term with an optional three-
year extension. The initial three-year term for these services expires on June 30, 2026.
Staff recommend amending the PSA to extend the term for three additional years based
on the consultant’s performance during the initial three -year term.
Staff negotiated an amendment with MSW Consultants to continue providing solid waste
consulting services with no changes to existing scope of work for an additional three-year
term through June 30, 2029, decreasing the annual compensation from up to $137,000
to not-to-exceed $130,000 for FY 2026-27, and maintaining the same contract amount
for the following two fiscal years. The total compensation is up to $390,000 plus 15%
contingency over the three-year extension. (Attachment C)
The estimated expenditure for FY 2026-27 is $130,000 and is included in the proposed
FY 2026-27 budget, as summarized below:
FY 2026-27 Account Number(s): 213-400-0000-5101 - $137,000
(Waste Reduction – Professional/Technical
Services)
Street Sweeping and Bus Shelter Cleaning – SCA of CA
The services covered by this PSA are street sweeping and bus shelter cleaning services,
not only for aesthetic purposes, but also as a best management practice for pollution
prevention which helps fulfill the City’s stormwater quality regulatory requirements.
On June 20, 2023, the City entered into a PSA with SCA of CA to provide street sweeping
and bus shelter cleaning services for a three -year term with an optional three-year
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extension. The initial three-year term expires on June 30, 2026. Staff recommend
amending the PSA to extend the term for three additional years based on the consultant’s
performance during the initial three-year term.
Staff negotiated an amendment with SCA to continue providing street sweeping and bus
shelter cleaning services with no changes to the existing scope of work for an additional
three-year term through June 30, 2029, increasing the annual compensation by
approximately 3% to up to $501,126 for FY 2026-27. The PSA includes a pre-negotiated
3% annual increase in compensation for each of the following two fiscal years, which is
within the range of inflation in recent years. The total compensation is up to $1,548,021
plus 15% contingency over the three-year term. (Attachment D)
The amount budgeted for FY 2026-27 is $448,720, which is less than the estimated
expenditure of $501,126 by. This was an oversight during budgeting and will be
addressed during the Mid-Year Budget review by adding $52,500 through funds from Gas
Tax/SB 1, which has a sufficient available balance to support the request.
FY 2026-27 Account Number(s): 204-400-3170-5201 - $232,105
(Gas Tax/SB1 - Street Pavement Maint. - Repair &
Maint. Services)
343-400-3130-5201 - $202,500
(Measure W –Storm Water Quality – Repair & Maint.
Services)
101-400-3170-5118 - $14,115
(General Fund – Street Pavement Maint –
Reimbursable)
Tree Management Services – West Coast Arborist
The services covered by this PSA are grid scheduled trimming, on-call tree trimming, tree
removal, and related arboricultural services for City -owned trees located within public
rights-of-way, parks, trails, and open space areas. Additionally, the services include City
tree trimming and tree removal services associated with view restoration determinations.
On June 16, 2020, the City entered into a PSA with West Coast Arborists, Inc. (WCA) to
provide tree maintenance services for a five-year term with an optional one-year
extension. In June 2022, the PSA was amended to increase the annual not-to-exceed
amount to $500,000 and the total contract authorization to $2,041,478 to address the
City's increased need for tree trimming and maintenance services.
On July 1, 2025, the City and Consultant executed Amendment No. 2, which extended
the PSA for one additional year through June 30, 2026, increased the total contract
authorization to $2,541,478, maintained an annual not-to-exceed amount of $500,000 for
Fiscal Year 2025-26, and incorporated a 3.0% increase to the vendor’s rates.
Staff intended to issue a new solicitation for tree management services prior to the
expiration of the current PSA. However, resources were directed to other priorities
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including storm events and resultant sinkhole responses. Therefore, Staff recommend
extending the term of the PSA for one additional year.
Staff negotiated an amendment with WCA to continue providing tree management
services for an additional one-year term through June 30, 2027, increasing the vendor’s
rates for CPI by 3.0% while maintaining the annual not-to-exceed amount of $500,000 for
Fiscal Year 2026-27. Staff notes that the increase in rates without a commensurate
increase in budget means that Staff will be more judicious with tree management
services.
Staff found the 3.0% rate increase to be fair and reasonable because an increase in rates
would be expected if a new solicitation were issued and the increase of 3.0% is lower
than the most recent published CPI for the Los Angeles–Long Beach–Anaheim
metropolitan area which was 3.7% over the 12-month period ending April 2026, according
to the BLS. Additionally, the proposed prices are fair and reasonable when comparing
rates to other nearby municipalities. The proposed routine right-of-way tree pruning rate
of $67.90 per tree, which is the bulk of the services, is similar to the rate for Redondo
Beach, which pays $66.00 per tree. Additionally, the City's proposed Certified Arborist
Inspection rate of $95.50 per hour remains significantly lower than Redondo Beach's
comparable rate of $140.00 per hour. The proposed rate for as-needed pruning of
individual trees of $99.70 is lower than the rate for Palos Verdes Estates, which ranges
from $275.34 to $644.88 per tree.
The total compensation over the seven-year term of the PSA increases from $2,541,478
to $3,041,478. (Attachment E)
The estimated expenditure for FY 2026-27 is $500,000 and is included in the proposed
FY 2026-27 budget.
Account number(s): 101-400-3180-5201 ($150,000)
(General Fund – Street Landscape – Repair & Maint.
Services)
101-400-3151-5201 (50,000)
General Fund-Parks Maint.-Repair & Maint. Services)
213-400-0000-5201 ($100,000)
(Waste Reduction – Repair & Maint. Services)
221-400-0000-5201 ($200,000)
(Measure M – Repair & Maint. Services)
CONCLUSION:
Staff recommend the City Council award or amend the attached five PSAs for various
core services provided by the Public Works Department. The PSAs are structured based
on an estimated quantity of work and associated cost; however, the City reserves the
right to use as much or as little of the service as needed and pay only for the amount of
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service used. In most cases, the estimated amounts are based on high -use scenarios,
but the City is not obligated to use the entire contract amount.
ALTERNATIVES:
In addition to Staff’s Recommendations, the following alternative actions are available for
the City Council’s consideration:
1. Do not award certain PSAs and/or amendments, and direct Staff to re-solicit
proposals for those services. Not awarding a PSA at this time may lead to an
interruption of services.
2. Take other action as deemed appropriate.
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01203.0001/835260.1 1
PROFESSIONAL SERVICES AGREEMENT
By and Between
CITY OF RANCHO PALOS VERDES
and
ALL CITY MANAGEMENT SERVICES, INC.
for
School Crossing Guard Services
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AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF RANCHO PALOS VERDES AND
ALL CITY MANAGEMENT SERVICES, INC.
THIS AGREEMENT FOR PROFESSIONAL SERVICES (“Agreement”) is made and
entered into on June 16, 2026 by and between the CITY OF RANCHO PALOS VERDES, a
California municipal corporation (“City”) and ALL CITY MANAGEMENT SERVICES,
INC., a California corporation (“Consultant”). City and Consultant may be referred to,
individually or collectively, as “Party” or “Parties.”
This Agreement is for School Crossing Guard Services.
RECITALS
A. City has sought, by issuance of a Request for Proposals, the performance of the
services defined and described particularly in Article 1 of this Agreement.
B. Consultant, following submission of a proposal for the performance of the
services defined and described particularly in Article 1 of this Agreement, was selected by the
City to perform those services.
C. Pursuant to the City of Rancho Palos Verdes Municipal Code, City has authority
to enter into and execute this Agreement.
D. The Parties desire to formalize the selection of Consultant for performance of
those services defined and described particularly in Article 1 of this Agreement and desire that
the terms of that performance be as particularly defined and described herein.
OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants made by
the Parties and contained herein and other consideration, the value and adequacy of which are
hereby acknowledged, the parties agree as follows:
ARTICLE 1. SERVICES OF CONSULTANT
1.1 Scope of Services.
In compliance with all terms and conditions of this Agreement, the Consultant shall
provide those services specified in the “Scope of Services”, as stated in the Proposal, attached
hereto as Exhibit “A” and incorporated herein by this reference, which may be referred to herein
as the “services” or “work” hereunder. As a material inducement to the City entering into this
Agreement, Consultant represents and warrants that it has the qualifications, experience, and
facilities necessary to properly perform the services required under this Agreement in a thorough,
competent, and professional manner, and is experienced in performing the work and services
contemplated herein. Consultant shall at all times faithfully, competently and to the best of its
ability, experience and talent, perform all services described herein. Consultant covenants that it
shall follow the highest professional standards in performing the work and services required
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hereunder and that all materials will be both of good quality as well as fit for the purpose
intended. For purposes of this Agreement, the phrase “highest professional standards” shall mean
those standards of practice recognized by one or more first-class firms performing similar work
under similar circumstances.
1.2 Consultant’s Proposal.
The Scope of Service shall include the Consultant’s Proposal which shall be incorporated
herein by this reference as though fully set forth herein. In the event of any inconsistency
between the terms of such Proposal and this Agreement, the terms of this Agreement shall
govern.
1.3 Compliance with Law.
Consultant shall keep itself informed concerning, and shall render all services hereunder
in accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and
any Federal, State or local governmental entity having jurisdiction in effect at the time service is
rendered.
1.4 California Labor Law.
If the Scope of Services includes any “public work” or “maintenance work,” as those
terms are defined in California Labor Code section 1720 et seq. and California Code of
Regulations, Title 8, Section 16000 et seq., and if the total compensation is $1,000 or more,
Consultant shall pay prevailing wages for such work and comply with the requirements in
California Labor Code section 1770 et seq. and 1810 et seq., and all other applicable laws,
including the following requirements:
(a) Public Work. The Parties acknowledge that some or all of the work to be
performed under this Agreement is a “public work” as defined in Labor Code Section 1720 and
that this Agreement is therefore subject to the requirements of Division 2, Part 7, Chapter 1
(commencing with Section 1720) of the California Labor Code relating to public works contracts
and the rules and regulations established by the Department of Industrial Relations (“DIR”)
implementing such statutes. The work performed under this Agreement is subject to compliance
monitoring and enforcement by the DIR. Consultant shall post job site notices, as prescribed by
regulation.
(b) Prevailing Wages. Consultant shall pay prevailing wages to the extent
required by Labor Code Section 1771. Pursuant to Labor Code Section 1773.2, copies of the
prevailing rate of per diem wages are on file at City Hall and will be made available to any
interested party on request. By initiating any work under this Agreement, Consultant
acknowledges receipt of a copy of the DIR determination of the prevailing rate of per diem
wages, and Consultant shall post a copy of the same at each job site where work is performed
under this Agreement.
(c) Penalty for Failure to Pay Prevailing Wages. Consultant shall comply with
and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment
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of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The
Consultant shall, as a penalty to the City, forfeit $200 (two hundred dollars) for each calendar
day, or portion thereof, for each worker paid less than the prevailing rates as determined by the
DIR for the work or craft in which the worker is employed for any public work done pursuant to
this Agreement by Consultant or by any subcontractor.
(d) Payroll Records. Consultant shall comply with and be bound by the
provisions of Labor Code Section 1776, which requires Consultant and each subconsultant to:
keep accurate payroll records and verify such records in writing under penalty of perjury, as
specified in Section 1776; certify and make such payroll records available for inspection as
provided by Section 1776; and inform the City of the location of the records.
(e) Apprentices. Consultant shall comply with and be bound by the provisions
of Labor Code Sections 1777.5, 1777.6, and 1777.7 and California Code of Regulations Title 8,
Section 200 et seq. concerning the employment of apprentices on public works projects.
Consultant shall be responsible for compliance with these aforementioned Sections for all
apprenticeable occupations. Prior to commencing work under this Agreement, Consultant shall
provide City with a copy of the information submitted to any applicable apprenticeship program.
Within 60 (sixty) days after concluding work pursuant to this Agreement, Consultant and each of
its subconsultants shall submit to the City a verified statement of the journeyman and apprentice
hours performed under this Agreement.
(f) Eight-Hour Work Day. Consultant acknowledges that 8 (eight) hours labor
constitutes a legal day's work. Consultant shall comply with and be bound by Labor Code
Section 1810.
(g) Penalties for Excess Hours. Consultant shall comply with and be bound by
the provisions of Labor Code Section 1813 concerning penalties for workers who work excess
hours. The Consultant shall, as a penalty to the City, forfeit $25 (twenty five dollars for each
worker employed in the performance of this Agreement by the Consultant or by any
subcontractor for each calendar day during which such worker is required or permitted to work
more than 8 (eight) hours in any one calendar day and 40 (forty) hours in any one calendar week
in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code.
Pursuant to Labor Code section 1815, work performed by employees of Consultant in excess of 8
(eight) hours per day, and 40 (forty) hours during any one week shall be permitted upon public
work upon compensation for all hours worked in excess of 8 hours per day at not less than one
and 1½ (one and one half) times the basic rate of pay.
(h) Workers’ Compensation. California Labor Code Sections 1860 and 3700
provide that every employer will be required to secure the payment of compensation to its
employees if it has employees. In accordance with the provisions of California Labor Code
Section 1861, Consultant certifies as follows:
“I am aware of the provisions of Section 3700 of the Labor Code which require every
employer to be insured against liability for workers' compensation or to undertake self-
insurance in accordance with the provisions of that code, and I will comply with such
provisions before commencing the performance of the work of this contract.”
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1.8 Further Responsibilities of Parties.
Both parties agree to use reasonable care and diligence to perform their respective
obligations under this Agreement. Both parties agree to act in good faith to execute all
instruments, prepare all documents and take all actions as may be reasonably necessary to carry
out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible
for the service of the other.
1.9 Additional Services
City shall have the right at any time during the performance of the services, without
invalidating this Agreement, to order extra work beyond that specified in the Scope of Services
or make changes by altering, adding to or deducting from said work. No such extra work may be
undertaken unless a written Change Order is first given by the Contract Officer to the Consultant,
incorporating therein any adjustment in (i) the Contract Sum for the actual costs of the extra
work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the
written approval of the Consultant.
Any increase in compensation of up to 15% (fifteen percent) of the Contract Sum; or, in
the time to perform of up to 90 (ninety) days, may be approved by the Contract Officer through a
written Change Order. Any greater increases, taken either separately or cumulatively, must be
approved by the City Council. It is expressly understood by Consultant that the provisions of this
Section shall not apply to services specifically set forth in the Scope of Services. Consultant
hereby acknowledges that it accepts the risk that the services to be provided pursuant to the
Scope of Services may be more costly or time consuming than Consultant anticipates and that
Consultant shall not be entitled to additional compensation therefor. City may in its sole and
absolute discretion have similar work done by other Consultants. No claims for an increase in the
Contract Sum or time for performance shall be valid unless the procedures established in this
Section are followed.
If in the performance of the Services, the Contractor becomes aware of material defects
in the Scope of Work, duration, or span of the Services, or the Contractor becomes aware of
extenuating circumstance that will or could prevent the completion of the Services, on time or on
budget, the Contractor shall inform the City’s Contract Officer of an anticipated Change Order.
This proposed change order will stipulate the facts surrounding the issue, proposed solutions,
proposed costs, and proposed schedule impacts.
1.10 Special Requirements.
Additional terms and conditions of this Agreement, if any, which are made a part hereof
are set forth in the “Special Requirements” attached hereto as Exhibit “B” and incorporated
herein by this reference. In the event of a conflict between the provisions of Exhibit “B” and any
other provisions of this Agreement, the provisions of Exhibit “B” shall govern.
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ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.
2.1 Contract Sum.
Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the
amounts specified in the “Schedule of Compensation” attached hereto as Exhibit “C” and
incorporated herein by this reference. The total compensation, including reimbursement for
actual expenses, shall not exceed $456,160 (Four Hundred Fifty-Six Thousand One Hundred
Sixty Dollars) (the “Contract Sum”), unless additional compensation is approved pursuant to
Section 1.9.
2.2 Method of Compensation.
(a) The method of compensation may include: (i) a lump sum payment upon
completion; (ii) payment in accordance with specified tasks or the percentage of completion of
the services; (iii) payment for time and materials based upon the Consultant’s rates as specified
in the Schedule of Compensation, provided that (a) time estimates are provided for the
performance of sub tasks, and (b) the Contract Sum is not exceeded; or (iv) such other methods
as may be specified in the Schedule of Compensation.
(b) A retention of 10% shall be held from each payment as a contract retention to be
paid as part of the final payment upon satisfactory and timely completion of services. This
retention shall not apply for on-call agreements for continuous services or for agreements for
scheduled routine maintenance of City property or City facilities.
2.3 Reimbursable Expenses.
Compensation may include reimbursement for actual and necessary expenditures for
reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in
advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5,
and only if specified in the Schedule of Compensation. The Contract Sum shall include the
attendance of Consultant at all project meetings reasonably deemed necessary by the City.
Coordination of the performance of the work with City is a critical component of the services. If
Consultant is required to attend additional meetings to facilitate such coordination, Consultant
shall not be entitled to any additional compensation for attending said meetings.
2.4 Invoices.
Each month Consultant shall furnish to City an original invoice, using the City template,
or in a format acceptable to the City, for all work performed and expenses incurred during the
preceding month in a form approved by City’s Director of Finance. By submitting an invoice for
payment under this Agreement, Consultant is certifying compliance with all provisions of the
Agreement. The invoice shall detail charges for all necessary and actual expenses by the
following categories: labor (by sub-category), travel, materials, equipment, supplies, and sub-
contractor contracts. Sub-contractor charges shall also be detailed by such categories. Consultant
shall not invoice City for any duplicate services performed by more than one person.
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City shall independently review each invoice submitted by the Consultant to determine
whether the work performed and expenses incurred are in compliance with the provisions of this
Agreement. Except as to any charges for work performed or expenses incurred by Consultant
which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause
Consultant to be paid within 45 (forty-five) days of receipt of Consultant’s correct and
undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run
procedures, the City cannot guarantee that payment will occur within this time period. In the
event any charges or expenses are disputed by City, the original invoice shall be returned by City
to Consultant for correction and resubmission. Review and payment by City for any invoice
provided by the Consultant shall not constitute a waiver of any rights or remedies provided
herein or any applicable law.
2.5 Waiver.
Payment to Consultant for work performed pursuant to this Agreement shall not be
deemed to waive any defects in work performed by Consultant.
ARTICLE 3. PERFORMANCE SCHEDULE
3.1 Time of Essence.
Time is of the essence in the performance of this Agreement.
3.2 Schedule of Performance.
Consultant shall commence the services pursuant to this Agreement upon receipt of a
written notice to proceed and shall perform all services within the time period(s) established in
the “Schedule of Performance” attached hereto as Exhibit “D” and incorporated herein by this
reference.
3.3 Force Majeure.
The time period(s) specified in the Schedule of Performance for performance of the
services rendered pursuant to this Agreement shall be extended because of any delays due to
unforeseeable causes beyond the control and without the fault or negligence of the Consultant,
including, but not restricted to, acts of God or of the public enemy, unusually severe weather,
fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes,
wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant
shall within 10 (ten) days of the commencement of such delay notify the Contract Officer in
writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of
delay, and extend the time for performing the services for the period of the enforced delay when
and if in the judgment of the Contract Officer such delay is justified. The Contract Officer’s
determination shall be final and conclusive upon the parties to this Agreement. In no event shall
Consultant be entitled to recover damages against the City for any delay in the performance of
this Agreement, however caused, Consultant’s sole remedy being extension of the Agreement
pursuant to this Section.
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3.4 Term.
Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement
shall continue in full force and effect until completion of the services but not exceeding July 31,
2029, except as otherwise provided in the Schedule of Performance (Exhibit “D”). The City may,
in its discretion, extend the Term by one additional three-year term.
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:
Maria Barrios Client Services Specialist
(Name) (Title)
Jennifer Lucero Operations Team Manager
(Name) (Title)
It is expressly understood that the experience, knowledge, capability and reputation of the
foregoing principals were a substantial inducement for City to enter into this Agreement.
Therefore, the foregoing principals shall be responsible during the term of this Agreement for
directing all activities of Consultant and devoting sufficient time to personally supervise the
services hereunder. All personnel of Consultant, and any authorized agents, shall at all times be
under the exclusive direction and control of the Principals. For purposes of this Agreement, the
foregoing Principals may not be replaced nor may their responsibilities be substantially reduced
by Consultant without the express written approval of City. Additionally, Consultant shall utilize
only the personnel included in the Proposal to perform services pursuant to this Agreement.
Consultant shall make every reasonable effort to maintain the stability and continuity of
Consultant’s staff and subcontractors, if any, assigned to perform the services required under this
Agreement. Consultant shall notify City of any changes in Consultant’s staff and subcontractors,
if any, assigned to perform the services required under this Agreement, prior to and during any
such performance. City shall have the right to approve or reject any proposed replacement
personnel, which approval shall not be unreasonably withheld.
4.2 Status of Consultant.
Consultant shall have no authority to bind City in any manner, or to incur any obligation,
debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless
such authority is expressly conferred under this Agreement or is otherwise expressly conferred in
writing by City. Consultant shall not at any time or in any manner represent that Consultant or
any of Consultant’s officers, employees, or agents are in any manner officials, officers,
employees or agents of City. Neither Consultant, nor any of Consultant’s officers, employees or
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agents, shall obtain any rights to retirement, health care or any other benefits which may
otherwise accrue to City’s employees. Consultant expressly waives any claim Consultant may
have to any such rights.
4.3 Contract Officer.
The Contract Officer shall be Vanessa Hevener, Project Manager, or such person as may
be designated by the Director of Public Works. It shall be the Consultant’s responsibility to
assure that the Contract Officer is kept informed of the progress of the performance of the
services and the Consultant shall refer any decisions which must be made by City to the Contract
Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean
the approval of the Contract Officer. The Contract Officer shall have authority, if specified in
writing by the City Manager, to sign all documents on behalf of the City required hereunder to
carry out the terms of this Agreement.
4.4 Independent Consultant.
Neither the City nor any of its employees shall have any control over the manner, mode
or means by which Consultant, its agents or employees, perform the services required herein,
except as otherwise set forth herein. City shall have no voice in the selection, discharge,
supervision or control of Consultant’s employees, servants, representatives or agents, or in fixing
their number, compensation or hours of service. Consultant shall perform all services required
herein as an independent contractor of City and shall remain at all times as to City a wholly
independent contractor with only such obligations as are consistent with that role. Consultant
shall not at any time or in any manner represent that it or any of its agents or employees are
agents or employees of City. City shall not in any way or for any purpose become or be deemed
to be a partner of Consultant in its business or otherwise or a joint venturer or a member of any
joint enterprise with Consultant.
4.5 Prohibition Against Subcontracting or Assignment.
The experience, knowledge, capability and reputation of Consultant, its principals and
employees were a substantial inducement for the City to enter into this Agreement. Therefore,
Consultant shall not contract with any other entity to perform in whole or in part the services
required hereunder without the express written approval of the City; all subcontractors included
in the Proposal are deemed approved. In addition, neither this Agreement nor any interest herein
may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation
of law, whether for the benefit of creditors or otherwise, without the prior written approval of
City. Transfers restricted hereunder shall include the transfer to any person or group of persons
acting in concert of more 25% (twenty five percent) of the present ownership and/or control of
Consultant, taking all transfers into account on a cumulative basis. In the event of any such
unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No
approved transfer shall release the Consultant or any surety of Consultant of any liability
hereunder without the express consent of City.
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ARTICLE 5. INSURANCE AND INDEMNIFICATION
5.1 Insurance Coverages.
Without limiting Consultant’s indemnification of City, and prior to commencement of
any services under this Agreement, Consultant shall obtain, provide and maintain at its own
expense during the term of this Agreement, policies of insurance of the type and amounts
described below and in a form satisfactory to City.
(a) General liability insurance. Consultant shall maintain commercial general
liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01,
in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily
injury, personal injury, and property damage. The policy must include contractual liability that
has not been amended. Any endorsement restricting standard ISO “insured contract” language
will not be accepted.
(b) Automobile liability insurance. Consultant shall maintain automobile
insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury
and property damage for all activities of the Consultant arising out of or in connection with
Services to be performed under this Agreement, including coverage for any owned, hired, non-
owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each
accident.
(c) Professional liability (errors & omissions) insurance. Consultant shall
maintain professional liability insurance that covers the Services to be performed in connection
with this Agreement, in the minimum amount of $1,000,000 per claim and in the aggregate. Any
policy inception date, continuity date, or retroactive date must be before the effective date of this
Agreement and Consultant agrees to maintain continuous coverage through a period no less than
three (3) years after completion of the services required by this Agreement.
(d) Workers’ compensation insurance. Consultant shall maintain Workers’
Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at
least $1,000,000).
(e) Subcontractors. Consultant shall include all subcontractors as insureds
under its policies or shall furnish separate certificates and certified endorsements for each
subcontractor. All coverages for subcontractors shall include all of the requirements stated
herein.
(f) Additional Insurance. Policies of such other insurance, as may be required
in the Special Requirements in Exhibit “B”.
5.2 General Insurance Requirements.
(a) Proof of insurance. Consultant shall provide certificates of insurance to
City as evidence of the insurance coverage required herein, along with a waiver of subrogation
endorsement for workers’ compensation. Insurance certificates and endorsements must be
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approved by City’s Risk Manager prior to commencement of performance. Current certification
of insurance shall be kept on file with City at all times during the term of this Agreement. City
reserves the right to require complete, certified copies of all required insurance policies, at any
time.
(b) Duration of coverage. Consultant shall procure and maintain for the
duration of this Agreement insurance against claims for injuries to persons or damages to
property, which may arise from or in connection with the performance of the Services hereunder
by Consultant, its agents, representatives, employees or subconsultants.
(c) Primary/noncontributing. Coverage provided by Consultant shall be
primary and any insurance or self-insurance procured or maintained by City shall not be required
to contribute with it. The limits of insurance required herein may be satisfied by a combination
of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or
be endorsed to contain a provision that such coverage shall also apply on a primary and non-
contributory basis for the benefit of City before the City’s own insurance or self-insurance shall
be called upon to protect it as a named insured.
(d) City’s rights of enforcement. In the event any policy of insurance required
under this Agreement does not comply with these specifications or is canceled and not replaced,
City has the right but not the duty to obtain and continuously maintain the insurance it deems
necessary and any premium paid by City will be promptly reimbursed by Consultant or City will
withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City
may cancel this Agreement.
(e) Acceptable insurers. All insurance policies shall be issued by an insurance
company currently authorized by the Insurance Commissioner to transact business of insurance
or that is on the List of Approved Surplus Line Insurers in the State of California, with an
assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VI (or larger)
in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by
the City’s Risk Manager.
(f) Waiver of subrogation. All insurance coverage maintained or procured
pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or
appointed officers, agents, officials, employees and volunteers or shall specifically allow
Consultant or others providing insurance evidence in compliance with these specifications to
waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery
against City, and shall require similar written express waivers and insurance clauses from each of
its subconsultants.
(g) Enforcement of contract provisions (non-estoppel). Consultant
acknowledges and agrees that any actual or alleged failure on the part of the City to inform
Consultant of non-compliance with any requirement imposes no additional obligations on the
City nor does it waive any rights hereunder.
(h) Requirements not limiting. Requirements of specific coverage features or
limits contained in this section are not intended as a limitation on coverage, limits or other
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requirements, or a waiver of any coverage normally provided by any insurance. Specific
reference to a given coverage feature is for purposes of clarification only as it pertains to a given
issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other
coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums
shown above, the City requires and shall be entitled to coverage for the higher limits maintained
by the Consultant. Any available insurance proceeds in excess of the specified minimum limits
of insurance and coverage shall be available to the City.
(i) Notice of cancellation. Consultant agrees to oblige its insurance agent or
broker and insurers to provide to City with a 30 (thirty) day notice of cancellation (except for
nonpayment for which a 10 (ten) day notice is required) or nonrenewal of coverage for each
required coverage.
(j) Additional insured status. General liability policies shall provide or be
endorsed to provide that City and its officers, officials, employees, and agents, and volunteers
shall be additional insureds under such policies. This provision shall also apply to any
excess/umbrella liability policies.
(k) Prohibition of undisclosed coverage limitations. None of the coverages
required herein will be in compliance with these requirements if they include any limiting
endorsement of any kind that has not been first submitted to City and approved of in writing.
(l) Separation of insureds. A severability of interests provision must apply for
all additional insureds ensuring that Consultant’s insurance shall apply separately to each insured
against whom claim is made or suit is brought, except with respect to the insurer’s limits of
liability. The policy(ies) shall not contain any cross-liability exclusions.
(m) Pass through clause. Consultant agrees to ensure that its subconsultants,
subcontractors, and any other party involved with the project who is brought onto or involved in
the project by Consultant, provide the same minimum insurance coverage and endorsements
required of Consultant. Consultant agrees to monitor and review all such coverage and assumes
all responsibility for ensuring that such coverage is provided in conformity with the requirements
of this section. Consultant agrees that upon request, all agreements with consultants,
subcontractors, and others engaged in the project will be submitted to City for review.
(n) Agency’s right to revise specifications. The City reserves the right at any
time during the term of the contract to change the amounts and types of insurance required by
giving the Consultant 90 (ninety) days advance written notice of such change. If such change
results in substantial additional cost to the Consultant, the City and Consultant may renegotiate
Consultant’s compensation.
(o) Self-insured retentions. Any self-insured retentions must be declared to
and approved by City. City reserves the right to require that self-insured retentions be eliminated,
lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these
specifications unless approved by City.
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(p) Timely notice of claims. Consultant shall give City prompt and timely
notice of claims made or suits instituted that arise out of or result from Consultant’s performance
under this Agreement, and that involve or may involve coverage under any of the required
liability policies.
(q) Additional insurance. Consultant shall also procure and maintain, at its
own cost and expense, any additional kinds of insurance, which in its own judgment may be
necessary for its proper protection and prosecution of the work.
5.3 Indemnification.
To the full extent permitted by law, Consultant agrees to indemnify, defend and hold
harmless the City, its officers, employees and agents (“Indemnified Parties”) against, and will
hold and save them and each of them harmless from, any and all actions, either judicial,
administrative, arbitration or regulatory claims, damages to persons or property, losses, costs,
penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein “claims
or liabilities”) that may be asserted or claimed by any person, firm or entity arising out of or in
connection with the negligent performance of the work, operations or activities provided herein
of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or
entity for which Consultant is legally liable (“indemnitors”), or arising from Consultant’s or
indemnitors’ reckless or willful misconduct, or arising from Consultant’s or indemnitors’
negligent performance of or failure to perform any term, provision, covenant or condition of this
Agreement, and in connection therewith:
(a) Consultant will defend any action or actions filed in connection with any
of said claims or liabilities and will pay all costs and expenses, including legal costs and
attorneys’ fees incurred in connection therewith;
(b) Consultant will promptly pay any judgment rendered against the City, its
officers, agents or employees for any such claims or liabilities arising out of or in connection
with the negligent performance of or failure to perform such work, operations or activities of
Consultant hereunder; and Consultant agrees to save and hold the City, its officers, agents, and
employees harmless therefrom;
(c) In the event the City, its officers, agents or employees is made a party to
any action or proceeding filed or prosecuted against Consultant for such damages or other claims
arising out of or in connection with the negligent performance of or failure to perform the work,
operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers,
agents or employees, any and all costs and expenses incurred by the City, its officers, agents or
employees in such action or proceeding, including but not limited to, legal costs and attorneys’
fees.
Consultant shall incorporate similar indemnity agreements with its subcontractors and if
it fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and
failure of City to monitor compliance with these provisions shall not be a waiver hereof. This
indemnification includes claims or liabilities arising from any negligent or wrongful act, error or
omission, or reckless or willful misconduct of Consultant in the performance of professional
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services hereunder. The provisions of this Section do not apply to claims or liabilities occurring
as a result of City’s sole negligence or willful acts or omissions, but, to the fullest extent
permitted by law, shall apply to claims and liabilities resulting in part from City’s negligence,
except that design professionals’ indemnity hereunder shall be limited to claims and liabilities
arising out of the negligence, recklessness or willful misconduct of the design professional. The
indemnity obligation shall be binding on successors and assigns of Consultant and shall survive
termination of this Agreement.
ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION
6.1 Records.
Consultant shall keep, and require subcontractors to keep, such ledgers, books of
accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the
disbursements charged to City and services performed hereunder (the “books and records”), as
shall be necessary to perform the services required by this Agreement and enable the Contract
Officer to evaluate the performance of such services. Any and all such documents shall be
maintained in accordance with generally accepted accounting principles and shall be complete
and detailed. The Contract Officer shall have full and free access to such books and records at all
times during normal business hours of City, including the right to inspect, copy, audit and make
records and transcripts from such records. Such records shall be maintained for a period of three
(3) years following completion of the services hereunder, and the City shall have access to such
records in the event any audit is required. In the event of dissolution of Consultant’s business,
custody of the books and records may be given to City, and access shall be provided by
Consultant’s successor in interest. Notwithstanding the above, the Consultant shall fully
cooperate with the City in providing access to the books and records if a public records request is
made and disclosure is required by law including but not limited to the California Public Records
Act.
6.2 Reports.
Consultant shall periodically prepare and submit to the Contract Officer such reports
concerning the performance of the services required by this Agreement as the Contract Officer
shall require. Consultant hereby acknowledges that the City is greatly concerned about the cost
of work and services to be performed pursuant to this Agreement. For this reason, Consultant
agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that
may or will materially increase or decrease the cost of the work or services contemplated herein
or, if Consultant is providing design services, the cost of the project being designed, Consultant
shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the
estimated increased or decreased cost related thereto and, if Consultant is providing design
services, the estimated increased or decreased cost estimate for the project being designed.
6.3 Ownership of Documents.
All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes,
computer files, reports, records, documents and other materials (the “documents and materials”)
prepared by Consultant, its employees, subcontractors and agents in the performance of this
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Agreement shall be the property of City and shall be delivered to City upon request of the
Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim
for further employment or additional compensation as a result of the exercise by City of its full
rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any
use, reuse or assignment of such completed documents for other projects and/or use of
uncompleted documents without specific written authorization by the Consultant will be at the
City’s sole risk and without liability to Consultant, and Consultant’s guarantee and warranties
shall not extend to such use, reuse or assignment. Consultant may retain copies of such
documents for its own use. Consultant shall have the right to use the concepts embodied therein.
All subcontractors shall provide for assignment to City of any documents or materials prepared
by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify
City for all damages resulting therefrom. Moreover, Consultant with respect to any documents
and materials that may qualify as “works made for hire” as defined in 17 U.S.C. § 101, such
documents and materials are hereby deemed “works made for hire” for the City.
6.4 Confidentiality and Release of Information.
(a) All information gained or work product produced by Consultant in
performance of this Agreement shall be considered confidential, unless such information is in the
public domain or already known to Consultant. Consultant shall not release or disclose any such
information or work product to persons or entities other than City without prior written
authorization from the Contract Officer.
(b) Consultant, its officers, employees, agents or subcontractors, shall not,
without prior written authorization from the Contract Officer or unless requested by the City
Attorney, voluntarily provide documents, declarations, letters of support, testimony at
depositions, response to interrogatories or other information concerning the work performed
under this Agreement. Response to a subpoena or court order shall not be considered “voluntary”
provided Consultant gives City notice of such court order or subpoena.
(c) If Consultant, or any officer, employee, agent or subcontractor of
Consultant, provides any information or work product in violation of this Agreement, then City
shall have the right to reimbursement and indemnity from Consultant for any damages, costs and
fees, including attorney’s fees, caused by or incurred as a result of Consultant’s conduct.
(d) Consultant shall promptly notify City should Consultant, its officers,
employees, agents or subcontractors be served with any summons, complaint, subpoena, notice
of deposition, request for documents, interrogatories, request for admissions or other discovery
request, court order or subpoena from any party regarding this Agreement and the work
performed there under. City retains the right, but has no obligation, to represent Consultant or be
present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully
with City and to provide City with the opportunity to review any response to discovery requests
provided by Consultant. However, this right to review any such response does not imply or mean
the right by City to control, direct, or rewrite said response.
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ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION
7.1 California Law.
This Agreement shall be interpreted, construed and governed both as to validity and to
performance of the parties in accordance with the laws of the State of California. Legal actions
concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be
instituted in the Superior Court of the County of Los Angeles, State of California, or any other
appropriate court in such county, and Consultant covenants and agrees to submit to the personal
jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District
Court, venue shall lie exclusively in the Central District of California, in the County of Los
Angeles, State of California.
7.2 Disputes; Default.
In the event that Consultant is in default under the terms of this Agreement, the City shall
not have any obligation or duty to continue compensating Consultant for any work performed
after the date of default. Instead, the City may give notice to Consultant of the default and the
reasons for the default. The notice shall include the timeframe in which Consultant may cure the
default. This timeframe is 15 (fifteen) days, but may be extended, though not reduced, if
circumstances warrant. During the period of time that Consultant is in default, the City shall hold
all invoices and shall, when the default is cured, proceed with payment on the invoices. In the
alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding
invoices during the period of default. If Consultant does not cure the default, the City may take
necessary steps to terminate this Agreement under this Article. Any failure on the part of the City
to give notice of the Consultant’s default shall not be deemed to result in a waiver of the City’s
legal rights or any rights arising out of any provision of this Agreement.
7.3 Retention of Funds.
Consultant hereby authorizes City to deduct from any amount payable to Consultant
(whether or not arising out of this Agreement) (i) any amounts the payment of which may be in
dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or
damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by
reason of Consultant’s acts or omissions in performing or failing to perform Consultant’s
obligation under this Agreement. In the event that any claim is made by a third party, the amount
or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear
to be the basis for a claim of lien, City may withhold from any payment due, without liability for
interest because of such withholding, an amount sufficient to cover such claim. The failure of
City to exercise such right to deduct or to withhold shall not, however, affect the obligations of
the Consultant to insure, indemnify, and protect City as elsewhere provided herein.
7.4 Waiver.
Waiver by any party to this Agreement of any term, condition, or covenant of this
Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any
party of any breach of the provisions of this Agreement shall not constitute a waiver of any other
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provision or a waiver of any subsequent breach or violation of any provision of this Agreement.
Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of
the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by
a non-defaulting party on any default shall impair such right or remedy or be construed as a
waiver. Any waiver by either party of any default must be in writing and shall not be a waiver of
any other default concerning the same or any other provision of this Agreement.
7.5 Rights and Remedies are Cumulative.
Except with respect to rights and remedies expressly declared to be exclusive in this
Agreement, the rights and remedies of the parties are cumulative and the exercise by either party
of one or more of such rights or remedies shall not preclude the exercise by it, at the same or
different times, of any other rights or remedies for the same default or any other default by the
other party.
7.6 Legal Action.
In addition to any other rights or remedies, either party may take legal action, in law or in
equity, to cure, correct or remedy any default, to recover damages for any default, to compel
specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain
any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary
provision herein, Consultant shall file a statutory claim pursuant to Government Code Sections
905 et seq. and 910 et seq., in order to pursue a legal action under this Agreement.
7.7 Termination Prior to Expiration of Term.
This Section shall govern any termination of this Contract except as specifically provided
in the following Section for termination for cause. The City reserves the right to terminate this
Contract at any time, with or without cause, upon thirty (30) days’ written notice to Consultant,
except that where termination is due to the fault of the Consultant, the period of notice may be
such shorter time as may be determined by the Contract Officer. Upon receipt of any notice of
termination, Consultant shall immediately cease all services hereunder except such as may be
specifically approved by the Contract Officer. Consultant shall be entitled to compensation for
all services rendered prior to the effective date of the notice of termination and for any services
authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation
or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the
event of termination without cause pursuant to this Section, the City need not provide the
Consultant with the opportunity to cure pursuant to Section 7.2.
7.8 Termination for Default of Party.
If termination is due to the failure of the other Party to fulfill its obligations under this
Agreement:
(a) City may, after compliance with the provisions of Section 7.2, take over the work
and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable
to the extent that the total cost for completion of the services required hereunder exceeds the
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compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate
such damages), and City may withhold any payments to the Consultant for the purpose of set-off
or partial payment of the amounts owed the City as previously stated.
(b) Consultant may, after compliance with the provisions of Section 7.2, terminate the
Agreement upon written notice to the City‘s Contract Officer. Consultant shall be entitled to
payment for all work performed up to the date of termination.
7.9 Attorneys’ Fees.
If either party to this Agreement is required to initiate or defend or made a party to any
action or proceeding in any way connected with this Agreement, the prevailing party in such
action or proceeding, in addition to any other relief which may be granted, whether legal or
equitable, shall be entitled to reasonable attorney’s fees. Attorney’s fees shall include attorney’s
fees on any appeal, and in addition a party entitled to attorney’s fees shall be entitled to all other
reasonable costs for investigating such action, taking depositions and discovery and all other
necessary costs the court allows which are incurred in such litigation. All such fees shall be
deemed to have accrued on commencement of such action and shall be enforceable whether or
not such action is prosecuted to judgment.
ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
8.1 Non-liability of City Officers and Employees.
No officer or employee of the City shall be personally liable to the Consultant, or any
successor in interest, in the event of any default or breach by the City or for any amount which
may become due to the Consultant or to its successor, or for breach of any obligation of the
terms of this Agreement.
8.2 Conflict of Interest.
Consultant covenants that neither it, nor any officer or principal of its firm, has or shall
acquire any interest, directly or indirectly, which would conflict in any manner with the interests
of City or which would in any way hinder Consultant’s performance of services under this
Agreement. Consultant further covenants that in the performance of this Agreement, no person
having any such interest shall be employed by it as an officer, employee, agent or subcontractor
without the express written consent of the Contract Officer. Consultant agrees to at all times
avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City
in the performance of this Agreement.
No officer or employee of the City shall have any financial interest, direct or indirect, in
this Agreement nor shall any such officer or employee participate in any decision relating to the
Agreement which affects her/his financial interest or the financial interest of any corporation,
partnership or association in which (s)he is, directly or indirectly, interested, in violation of any
State statute or regulation. The Consultant warrants that it has not paid or given and will not pay
or give any third party any money or other consideration for obtaining this Agreement.
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8.3 Covenant Against Discrimination.
Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons
claiming under or through them, that there shall be no discrimination against or segregation of,
any person or group of persons on account of race, color, creed, religion, sex, gender, sexual
orientation, marital status, national origin, ancestry or other protected class in the performance of
this Agreement. Consultant shall take affirmative action to insure that applicants are employed
and that employees are treated during employment without regard to their race, color, creed,
religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other
protected class.
8.4 Unauthorized Aliens.
Consultant hereby promises and agrees to comply with all of the provisions of the Federal
Immigration and Nationality Act, 8 U.S.C. § 1101 et seq., as amended, and in connection
therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ
such unauthorized aliens for the performance of work and/or services covered by this
Agreement, and should any liability or sanctions be imposed against City for such use of
unauthorized aliens, Consultant hereby agrees to and shall reimburse City for the cost of all such
liabilities or sanctions imposed, together with any and all costs, including attorneys’ fees,
incurred by City.
ARTICLE 9. MISCELLANEOUS PROVISIONS
9.1 Notices.
Any notice, demand, request, document, consent, approval, or communication either
party desires or is required to give to the other party or any other person shall be in writing and
either served personally or sent by prepaid, first-class mail, in the case of the City, to the City
Manager and to the attention of the Contract Officer (with her/his name and City title), City of
Rancho Palos Verdes, 30940 Hawthorne Blvd., Rancho Palos Verdes, California 90275 and in
the case of the Consultant, to the person(s) at the address designated on the execution page of
this Agreement. Either party may change its address by notifying the other party of the change of
address in writing. Notice shall be deemed communicated at the time personally delivered or in
72 (seventy two) hours from the time of mailing if mailed as provided in this section.
9.2 Interpretation.
The terms of this Agreement shall be construed in accordance with the meaning of the
language used and shall not be construed for or against either party by reason of the authorship
of this Agreement or any other rule of construction which might otherwise apply.
9.3 Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed to be an
original, and such counterparts shall constitute one and the same instrument.
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9.7 Corporate Authority.
The persons executing this Agreement on behalf of the parties hereto warrant that (i) such
party is duly organized and existing, (ii) they are duly authorized to execute and deliver this
Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally
bound to the provisions of this Agreement, and (iv) that entering into this Agreement does not
violate any provision of any other Agreement to which said party is bound. This Agreement shall
be binding upon the heirs, executors, administrators, successors and assigns of the parties.
[SIGNATURES ON FOLLOWING PAGE]
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EXHIBIT “A”
SCOPE OF SERVICES
I. Consultant will perform the following Services: See below.
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II. As part of the Services, Consultant will prepare and deliver the following tangible work
products to the City:
A. School Crossing Guard Services
B. Reports indicating the services were completed without incident, as requested.
C. Details of incidents or complaints that occurred during the previous week, if
warranted.
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EXHIBIT “B”
SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
Added text indicated in bold italics, deleted text indicated in strikethrough.
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EXHIBIT “C”
SCHEDULE OF COMPENSATION
I. Consultant shall perform the following tasks at the following rates for Fiscal Years:
2026-27; 2027-28; and 2028-29:
Crossing Guard
Rate/Hr
$37.89 $39.03 $40.20
working 3 hours per
day for 180 school
days
$143,224 $147,521 $151,947
tentatively (19) days
with (2) Crossing
Guards, working 3
hours per day
Total Compensation
II. Within the budgeted amounts for each Task, and with the approval of the Contract
Officer, funds may be shifted from one Task subbudget to another so long as the Contract
Sum is not exceeded per Section 2.1, unless Additional Services are approved per Section
1.9.
IV. The total compensation for the Services shall not exceed the Contract Sum as
provided in Section 2.1 of this Agreement.
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EXHIBIT “D
SCHEDULE OF PERFORMANCE
I. Consultant shall provide School Crossing Guard Services for the 2026-27; 2027-28 and
2028-29 school year including summer sessions. PVPUSD and LAUSD 2027-28 and 2028-29
School Year Calendar will be incorporated herein by reference once it is available. Services shall
be provided on every day that appropriate schools are in session, unless otherwise directed by the
City.
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II. The Schedule may be revised by the Contract Officer pursuant to Section 3.2 of this
Agreement. The Contract Officer may approve extensions for performance of the services in
accordance with Section 3.2. Any further extensions require City Council approval.
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01203.0006/1057349.1
CONTRACT SERVICES AGREEMENT
By and Between
CITY OF RANCHO PALOS VERDES
and
Platinum Maintenance Group INC
For
Custodial Services
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AGREEMENT FOR CONTRACT SERVICES
BETWEEN THE CITY OF RANCHO PALOS VERDES AND
Platinum Maintenance Group INC
THIS AGREEMENT FOR CONTRACT SERVICES (herein “Agreement”) is made and
entered into on June 16, 2026, by and between the RANCHO PALOS VERDES, a California
municipal corporation (“City”), and Platinum Maintenance Group INC, a California Corporation
(“Consultant”) for custodial services. 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 (Six Hundred and Three Thousand Thirty-Eight dollars) $ 603,038.00
(the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.8.
Compensation for FY 2026-27 shall not exceed $ 113,584 (One Hundred Thirteen
Thousand Five Hundred Eighty-Four Dollars and Zero Cents) ( the “ Contract Sum”).
Compensation for FY 2027-28 shall not exceed $ 116,992 ( One Hundred Sixteen
Thousand Nine Hundred Ninety-Two Dollars ) ( the “ Contract Sum”).
Compensation for FY 2028-29 shall not exceed $ 120,502 ( One Hundred Twenty
Thousand Five Hundred Two Dollars) ( the “ Contract Sum”).
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Compensation for FY 2029-30 shall not exceed $124,118 (One Hundred Twenty-Four
Thousand One Hundred Eighteen Dollars) ( the “ Contract Sum”).
Compensation for FY 2030-31 shall not exceed $ 127,842 (One Hundred Twenty-Seven
Thousand Eight Hundred Forty-Two Dollars) ( the “ Contract Sum”).
The total compensation for the entire Term of the Agreement is estimated as $ 603,038.00
(Six Hundred and Three Thousand Thirty-Eight dollars) the “ Contract Sum”). Each fiscal year’s
compensation shall be subject to an annual increase request by the consultant based on changes
to the Consumer Price Index ( CPI-U) within the Los Angeles-Riverside Orange County
geographic area but not to exceed three percent ( 3%). The CPI increase shall not be less than zero
percent (0%). Requests for escalation must be submitted in writing by the contractor no later than
January 30 of each year to be considered and, once verified by the City, shall take effect on July 1
of the applicable contract year.
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.
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
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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.
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.
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3.4 Term.
Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement
shall continue in full force and effect until completion of the services but not exceeding June 30,
2031 from the date hereof, except as otherwise provided in the Schedule of Performance( Exhibit
D") At the sole discretion of the City, the Term may be extended by one( 1) additional one- year
term
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)
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.
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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
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:
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(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.
(d) 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.
(e) 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.
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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.
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.
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5.3 Indemnification.
To the full extent permitted by law, Consultant agrees to indemnify, defend and hold
harmless the City, its officers, employees and agents (“Indemnified Parties”) against, and will hold
and save them and each of them harmless from, any and all actions, either judicial, administrative,
arbitration or regulatory claims, damages to persons or property, losses, costs, penalties,
obligations, errors, omissions or liabilities whether actual or threatened (herein “claims or
liabilities”) that may be asserted or claimed by any person, firm or entity arising out of or in
connection with the negligent performance of the work, operations or activities provided herein of
Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or entity
for which Consultant is legally liable (“indemnitors”), or arising from Consultant’s or indemnitors’
reckless or willful misconduct, or arising from Consultant’s or indemnitors’ negligent performance
of or failure to perform any term, provision, covenant or condition of this Agreement, and in
connection therewith:
(a) Consultant will defend any action or actions filed in connection with any of
said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys’
fees incurred in connection therewith;
(b) Consultant will promptly pay any judgment rendered against the City, its
officers, agents or employees for any such claims or liabilities arising out of or in connection with
the negligent performance of or failure to perform such work, operations or activities of Consultant
hereunder; and Consultant agrees to save and hold the City, its officers, agents, and employees
harmless therefrom;
(c) In the event the City, its officers, agents or employees is made a party to
any action or proceeding filed or prosecuted against Consultant for such damages or other claims
arising out of or in connection with the negligent performance of or failure to perform the work,
operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers,
agents or employees, any and all costs and expenses incurred by the City, its officers, agents or
employees in such action or proceeding, including but not limited to, legal costs and attorneys’
fees.
Consultant shall incorporate similar indemnity agreements with its subcontractors and if it
fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and
failure of City to monitor compliance with these provisions shall not be a waiver hereof. This
indemnification includes claims or liabilities arising from any negligent or wrongful act, error or
omission, or reckless or willful misconduct of Consultant in the performance of professional
services hereunder. The provisions of this Section do not apply to claims or liabilities occurring as
a result of City’s sole negligence or willful acts or omissions, but, to the fullest extent permitted
by law, shall apply to claims and liabilities resulting in part from City’s negligence, except that
design professionals’ indemnity hereunder shall be limited to claims and liabilities arising out of
the negligence, recklessness or willful misconduct of the design professional. The indemnity
obligation shall be binding on successors and assigns of Consultant and shall survive termination
of this Agreement.
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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
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.
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6.3 Ownership of Documents.
All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes,
computer files, reports, records, documents and other materials (the “documents and materials”)
prepared by Consultant, its employees, subcontractors and agents in the performance of this
Agreement shall be the property of City and shall be delivered to City upon request of the Contract
Officer or upon the termination of this Agreement, and Consultant shall have no claim for further
employment or additional compensation as a result of the exercise by City of its full rights of
ownership use, reuse, or assignment of the documents and materials hereunder. Any use, reuse or
assignment of such completed documents for other projects and/or use of uncompleted documents
without specific written authorization by the Consultant will be at the City’s sole risk and without
liability to Consultant, and Consultant’s guarantee and warranties shall not extend to such use,
reuse or assignment. Consultant may retain copies of such 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
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Consultant. However, this right to review any such response does not imply or mean the right by
City to control, direct, or rewrite said response.
ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION
7.1 California Law.
This Agreement shall be interpreted, construed and governed both as to validity and to
performance of the parties in accordance with the laws of the State of California. Legal actions
concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be
instituted in the Superior Court of the County of Los Angeles, State of California, or any other
appropriate court in such county, and Consultant covenants and agrees to submit to the personal
jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District
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.
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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.
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 exercis e 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
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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
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
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Agreement which affects her/his financial interest or the financial interest of any corporation,
partnership or association in which (s)he is, directly or indirectly, interested, in violation of any
State statute or regulation. The Consultant warrants that it has not paid or given and will not pay
or give any third party any money or other consideration for obtaining this Agreement.
8.3 Covenant Against Discrimination.
Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons
claiming under or through them, that there shall be no discrimination against or segregation of,
any person or group of persons on account of race, color, creed, religion, sex, gender, sexual
orientation, marital status, national origin, ancestry or other protected class in the performance of
this Agreement. Consultant shall take affirmative action to insure that applicants are employed and
that employees are treated during employment without regard to their race, color, creed, 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.
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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
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
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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 PALOS VERDES, a municipal
corporation
Paul H. Seo, Mayor
ATTEST:
Theresa Takaoka, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
William Wynder, City Attorney
CONSULTANT:
_______________________________
By:
Name: Caroline Song
Title: Chief Executive Officer
By:
Name: Sinae Chong
Title: Chief Finance Officer
Address: 1440 N. Harbor Blvd. STE 301
Fullerton CA 92835
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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EXHIBIT “A”
SCOPE OF SERVICES
I. Contractor shall perform all Work and comply with all provisions of this Agreement,
including the Scope of Services, plans, specifications, schedules, service frequencies,
and other requirements contained in the City’s Request for Proposals entitled
“Custodial Services for the City of Rancho Palos Verdes, July 1, 2026 through June
30, 2031,” together with all attachments, exhibits, and documents incorporated
therein by reference. Contractor shall furnish all labor, supervision, materials,
equipment, tools, transportation, and incidentals necessary to perform the Work in a
timely, safe, and satisfactory manner.
A. Services will be conducted at the following Locations and Schedules:
• Civic Center Buildings 30940 Hawthorne Blvd: City Hall Admin, CDD
Building, Rangers Building, RPVtv Studio: Cleaning Times,7:00 p.m. –
2:00 a.m., Monday through Saturday. Six (6) days per week.
• Hesse Park 29301 Hawthorne Blvd: o Cleaning Times 12:00 a.m. – 2:00
a.m., seven (7) days per week.
• Point Vicente Interpretive Center 31501 Palos Verdes Drive West:
Cleaning Times: 10:00 p.m.– 2:00 a.m., Monday – Thursday; Cleaning
Times:12:00 a.m. – 2:00 a.m. Friday – Sunday
• Eastview Park Restrooms ;1700 Westmont Dr: . Cleaning times 8:00 p.m.
– 2:00 a.m., seven (7) days per week
• Abalone Cove / Shoreline Park 5970 Palos Verdes Drive South: Cleaning
times 8:00 p.m. – 2:00 a.m., seven (7) days per week
• Ryan Park 30359 Hawthorne Blvd: o Cleaning times 8:00 p.m. – 2:00 a.m.,
seven (7) days per week
• Ladera Linda Community Center 32201 Forrestal Dr: 10:00 p.m.– 2:00
a.m. seven (7) days per week
City Observed Holidays
• New Year's Day
• Martin Luther King Jr. Day (Third Monday of January)
• Presidents' Day (Last Monday of February)
• Memorial Day (Last Monday in May)
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01203.0006/1057349.1 B-2
• Independence Day (July 4)
• Labor Day (First Monday in September)
• Veterans Day
• Thanksgiving Day
• Thanksgiving: the day after
• Christmas Day (December 25)
• Winter Holiday Break December 24th -January 1
B. City shall provide toilet paper, paper towels, toilet seat covers, sanitary products,
hand soap, and air fresheners. The Contractor shall furnish all labor, supervision,
materials (excluding City-provided restroom consumables), cleaning supplies,
trash liners, equipment, tools, and incidentals necessary to perform complete
custodial and janitorial maintenance services, including but not limited to the
following:
1. Restroom cleaning, restocking, and disinfecting
2. Trash can maintenance, collection, removal, and sanitization inside and
3. Sweep, mop, and vacuum floors
4. Cleaning and polishing desks and chairs,
5. Complete cleaning of the kitchen, including appliances
6. Detail cleaning such as nightly spill and gum removal from all floors,
carpets, and seat fabric,
7. Use an appropriate vacuum cleaner to clean hard-to-reach areas under the
furniture and corners
8. Floor Care and Polishing
9. Carpet extraction clean equipment
Cleaning supplies to be provided by the Contractor shall include but are not limited to, in-office
refuse/trash can liners, general cleaners and cleansers, window cleaners, carpet and upholstery
shampoos, spot cleaners, furniture polish, deodorant blocks, cleaning soaps, waxes, strippers,
sealants, tile cleaners, stainless steel cleaners, and disinfectants, ETC. Required equipment shall
include, but not be limited to: vacuums, brooms, mops, mop heads, dust mops, squeegees,
dustpans, step stools/ladders, carpet/upholstery cleaning machine, and floor buffers. The
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01203.0006/1057349.1 B-3
Contractor shall be required to leave one vacuum, one broom, one mop, and one dustpan at each
City facility for nightly use and for City staff's use in the daytime.
C. Services shall be performed within the annual not-to-exceed compensation amount
established by this Agreement. Any increase in compensation resulting from
changes to the scope of services, service frequencies, facility assignments, or
additional requested services shall require prior written approval by the City
through a contract amendment or change order.
D. Contractor shall perform all custodial and janitorial services in accordance with the
schedules, frequencies, specifications, and performance standards established by
this Agreement. Contractor shall also provide all required inspection reports,
service logs, deficiency reports, and other documentation required by the City.
Services and associated documentation shall be completed and submitted in
accordance with the timelines established by the City and the terms of this
Agreement.
II. The City does not guarantee that the total amount paid under this Agreement will
equal the contract's not-to-exceed amount. Payment shall be made only for services
authorized and performed in accordance with this Agreement. The City reserves the
right to adjust service levels, frequencies, and optional services based on operational
needs and available funding.
III. Brief description of the work to be performed:
The Contractor shall provide comprehensive custodial and janitorial services for all City
facilities and parks in accordance with this Section. The Contractor shall provide all labor,
materials, and equipment necessary to perform the services. Services are categorized as
Daily, Weekly, Monthly, Quarterly, Annual, and As Needed. All work shall be performed
in a professional manner and to a standard acceptable to the City. The Contractor shall
complete any other tasks deemed necessary to achieve a complete and comprehensive
outcome as described in the project objective. The Contractor shall expand on the noted
tasks, where appropriate, and provide suggestions that might lead to efficiencies and
enhance the results or usefulness of the work. The general scope of the work shall include:
A. Nightly Custodial Services
B. Collection, handling, and proper disposal of hazardous waste generated within the
scope of activities, in full compliance with federal, state, and local regulatory
requirements.
C. Provision of other related services as required and authorized by the City
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01203.0006/1057349.1 B-4
IV. In addition to the requirements of Section 6.2 and other provisions of this Agreement, the
Contractor shall keep the City apprised of the status and quality of services by providing
daily service logs, weekly activity reports, inspection records, deficiency reports, and other
documentation as requested by the City. The Contractor shall promptly notify the City of
any service issues, facility concerns, supply shortages, safety hazards, or other conditions
that may affect the performance of services.
V. All work is subject to review and acceptance by the City, and must be revised by the
Consultant without additional charge to the City until found satisfactory and accepted by
City.
VI. The Contractor shall store all supplies and equipment in designated custodial areas only
and maintain such areas in a clean, safe, and orderly condition. The Contractor shall
maintain current Safety Data Sheets (SDS/MSDS) at each facility, make cleaning supplies
available to City staff for daytime spill response, promptly notify the City when City -
furnished supplies require replenishment, and report any observed defects, damage, or
maintenance issues that fall outside the Contractor’s scope of responsibility. The City
reserves the right to modify service quantities, frequencies, schedules, and the scope of
work as necessary to meet operational and budgetary needs.
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01203.0006/1057349.1 B-5
EXHIBIT “B”
SPECIAL REQUIREMENTS
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01203.0006/1057349.1 C-1
EXHIBIT “C”
SCHEDULE OF COMPENSATION
I. Consultant shall perform the following tasks at the following rates:
Final Contract Compensation Schedule
Contract Year Description Annual Contract Amount
Year 1 (FY 2026-27) Base Contract Amount $113,584.00
Year 2 (FY 2027-28) CPI Adjusted $116,992.00
Year 3 (FY 2028-29) CPI Adjusted $120,502.00
Year 4 (FY 2029-30) CPI Adjusted $124,118.00
Year 5 (FY 2030-31) CPI Adjusted $127,842.00
FIVE-YEAR TOTAL Total Contract Value $603,038.00
Contract Summary
Description Amount
Annual Routine Custodial Services $103,584.00
Annual Additional Services Allowance $10,000.00
Year 1 Total Contract Amount $113,584.00
Five-Year Total Contract Amount (with
CPI Adjustments)
$603,038.00
Year One Contract Amount: One Hundred Thirteen Thousand Five Hundred Eighty-Four Dollars
($113,584.00).
Five-Year Total Contract Amount: Six Hundred Three Thousand Thirty-Eight Dollars
($603,038.00).
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01203.0006/1057349.1 C-2
EXHIBIT “C-1”
LOCATION MONTHLY
RATE
ANNUAL COST 5-Year Base bid
TERM COST
Civic Center
City Hall Office – 30940 Hawthorne Blvd
Administration
$1,893
$22,714
$113,568
Planning, Building, and Code
Enforcement
CDD Building
$627 $7,525
$37,627
RPVtv Studio
$158
$1,897
$9,485
OSM Rangers Building
$681
$8,174
$40,872
SUB TOTAL FOR CIVIC CENTER
$3,359
$40,310
$201,552
Hesse Park – 29301 Hawthorne Blvd.
$1,568
$18,820
$94,099
Ryan Park – 30359 Hawthorne Blvd.
$ 606
$ 7,276
$ 36,379
Ladera Linda – 32201 Forrestal Rd.
$ 782
$9,385
$46,925
Eastview Park – 1700 Westmont Ave
$ 444
$5,329
$ 26,645
Point Vicente Interpretive Center (PVIC)
30501 PVDW
$ 1,428
$17,135
$85,675
Abalone Cove Shoreline Park – 5970 PVDS
$ 444
$ 5,329
$ 26,645
SUB TOTAL FOR PARKS
$5,273
$ 63,274
$ 316,368
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01203.0006/1057349.1 C-3
COMBINED TOTAL: CITY HALL& PARKS
$8,632
$ 103,584
$517,920
Cost of additional facility to the contract
$0.21 per
sq. ft.
Exhibit C-2 - Additional Services and Unit Rates
Service Description Units Rate Est Yearly
units
Yearly Total Estimate
Exterior Glass Cleaning
(including windows and
screens accessible from
ground level or standard
access methods)
Hourly $28.00per hour 150 $4,200
High-Touch Surface
Disinfection and
Pathogen Response
Services, including
electrostatic spraying
and specialized COVID-
19 cleaning protocols
Hourly $34.00per hour 45 $1,530
Day Porter Services,
including on-site staffing
during business hours for
restroom upkeep, litter
control, spill response,
and related custodial
services
Hourly $28.00per hour 40 1,120
Commercial Kitchen
Deep Cleaning, including
exhaust hoods, grease
removal, and related
cleaning services
Hourly $35.00per hour 50 $1,750
Emergency Spill
Response, including
flood cleanup, water
intrusion response, and
biohazard cleaning
Hourly $28.00 per hour 50
$1,400
TOTAL-ESTIMATED
ANNUAL COST
$10, 000
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01203.0006/1057349.1 C-4
Notes:
1. All rates include labor, supervision, equipment, materials, transportation, and incidentals
necessary to perform the work unless otherwise approved by the City.
2. The estimated annual quantities are provided solely for budgeting and proposal evaluation
purposes.
3. Actual quantities may vary based on City needs and operational requirements.
4. The City does not guarantee any minimum quantity of additional services under this Agreement.
5. Services shall be performed only upon authorization by the City's designated representative.
II. Within the budgeted amounts for each Task, and with the approval of the Contract
Officer, funds may be shifted from one Task sub-budget to another so long as the
Contract Sum is not exceeded per Section 2.1, unless Additional Services are
approved per Section 1.8.
III. The City will compensate Consultant for the Services performed upon submission of
a valid invoice. Each invoice is to include:
A. Line items for all personnel describing the work performed, the number of hours
worked, and the hourly rate.
B. Line items for all materials and equipment properly charged to the Services.
C. Line items for all other approved reimbursable expenses claimed, with supporting
documentation.
D. Line items for all approved subcontractor labor, supplies, equipment, materials, and
travel properly charged to the Services.
IV. The total compensation for the Services shall not exceed $ 603,038.00 (Six Hundred
and Three Thousand Thirty-Eight dollars) as provided in Section 2.1 of this
Agreement.
V. The Consultant’s billing rates for all personnel are attached as Exhibit C, C-1, and
C-2.
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01203.0006/1057349.1 D-1
EXHIBIT “D”
SCHEDULE OF PERFORMANCE
I. Contractor shall perform all custodial and janitorial services in accordance with the service
schedules, frequencies, and requirements established by the City and set forth in this
Agreement. Services shall begin upon issuance of the City's Notice to Proceed and shall be
continuously provided throughout the term of the Agreement. The City reserves the right
to modify service locations, frequencies, and schedules as operational needs require
1. BASIC DAILY SERVICES
The following services shall be performed nightly at all applicable facilities unless
otherwise noted.
Special Note: In no case shall paper, books, documents, electronics, or equipment be
moved. Any suspicious or potentially valuable material found shall be left in place , and an
email will be sent to City staff by a custodial staff member or supervisor.
A. All Areas
• Secure all exterior and interior doors and windows.
• Turn off all lights except designated security/night lighting.
• Set alarms as required.
• Log in and out service dates and times in each facility’s custodial logbook.
• Review facility logbooks for notes identifying areas requiring special attention.
• Initial all completed services on the site-specific service log.
• Empty all desk and area trash containers, including containers located on patios
within twenty-five (25) feet of entry and exit doors, and dispose of waste in
designated exterior dumpsters.
• Replace all soiled trash container liners daily.
• Sweep all composition floors and stairs using chemically treated dust mops or
vacuums, including behind furniture and under tables and chairs.
• Sweep all bare concrete floors using approved sweeping compound, including
behind furniture and under tables and chairs.
• Mop or clean all non-carpeted floors to remove spills and soil.
• Dust and soft-rag buff all public counters. Formica counters shall be cleaned using
a non-abrasive cleanser and a damp cloth.
• Clean partitions, doors, door frames, restroom fixtures, hand dryers, wall switches,
and door handles.
• Clean, sanitize, and dry all drinking fountains.
• Clean interior and exterior surfaces of all soiled glass/windows and panel doors.
• Perform low dusting (floor level to five (5) feet above floor), including window sills,
ledges, furniture, railings, partitions, desks, telephones, keyboards, filing cabinets,
and office furniture.
• Empty all recyclable office paper containers.
• Dispose of recyclable materials including boxes in approved recycling receptacles.
• Dispose of trash in approved trash receptacles.
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01203.0006/1057349.1 D-2
• Vacuum all carpeted floors and rugs daily, with particular attention to high -traffic
public areas.
• Maintain custodial closets and storage areas in a clean and orderly condition.
Cleaning materials and dirty mop water shall not be disposed of in kitchen sinks.
• Secure exterior window coverings and hallway grilles/blinds in the closed position
upon departure.
B. Site-Specific Requirements
• PVIC Only: Clean gift shop windows. Exhibits, the manager’s office, and the gift
shop areas shall not be cleaned, except for windows.
• Hesse Park & Ryan Park Only: Unroll, vacuum, and properly re-roll the activity
room playing carpet nightly. Vacuum upholstery seats.
• Hesse Park Only: Wet mop activity room floors.
• Ryan Park Only: Wet mop vinyl flooring in the Activity Room and Office using clean
water.
• Ladra Linda: Ensure all storefront doorways and window glass are clean, streak-
free and free of smudges.
C. Restroom Services
• Empty waste containers and replace liners.
• Sanitize all consumable product containers and trash receptacles.
• Refill all consumable product dispensers.
• Clean and disinfect sinks, toilets, urinals, seats (both sides), floor drains, and
exposed piping.
• Clean and polish all metal fixtures, faucets, and frames.
• Clean and polish mirrors.
• Clean all stall partitions and doors, especially near floor level.
• Clean ceramic tile walls and floors.
• Replace disinfectant blocks, urinal blocks, and air fresheners as needed.
• Clean ceiling and wall vents.
• Dust and remove spider webs from walls, windows, doors, light fixtures, mirrors,
and corners.
• Replace air fresheners as needed.
D. Kitchen and Break Areas
• Empty waste containers and replace liners. Sanitize containers if soiled.
• Leave appliances in the same on/off or plugged/unplugged condition as found,
except coffee machines, which shall be turned off if left on.
• Remove grease and grime from walls, appliances, cabinets, and screens.
• Sweep, wet mop, and disinfect floors, including under tables and cabinets.
• Restock paper towel and soap dispensers.
• Dispose of all uncovered food or beverages not stored in cabinets or refrigerators.
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01203.0006/1057349.1 D-3
• Clean exterior/interior surfaces of all appliances, including ovens and toasters.
2. WEEKLY SERVICES – ALL FACILITIES (UNLESS NOTED)
• Hesse Park, PVIC, and Ladera Linda Only: Clean all interior and exterior windows
and sills (Thursday nights).
• Clean and sanitize telephones and keyboards.
• Clean office and visitor chairs using appropriate cleaning agents.
• Spot clean walls to remove smudges and marks.
• Remove spider webs from all surfaces.
• Dust all mini blinds.
• Sanitize trash receptacles.
3. MONTHLY SERVICES – ALL FACILITIES (UNLESS NOTED)
• Wash and polish drinking fountains.
• Dust high corners of spider webs, wall frames, mirrors, including fixtures
• Steam clean tile floors and grout.
• Clean and sanitize refrigerators on the last Friday of each month.
• Clean interior surfaces of ovens, microwaves, and toaster ovens.
• Shampoo upholstered furniture at Hesse Park as needed.
4. QUARTERLY SERVICES – ALL FACILITIES (UNLESS NOTED)
• Clean painted metal and plastic furniture.
• Clean mini blinds with a cloth and cleanser.
• PVIC & Hesse Park Only: Perform commercial kitchen deep cleaning.
• Hesse Park Only: Clean fireplace and accessories.
• Shampoo common carpeted areas as needed/requested.
• Clean/dust HVAC air diffusers and grills.
5. -ANNUAL SERVICES:
• Clean all lighting fixtures and diffusers.
• Strip, refinish, and or machine polish non-carpeted floors.
• Shampoo the common areas carpets at Civic Center, PVIC, Ladera Linda, and
Hesse Park.
• The City Hall Administrative Building and Community Development Department
(CDD) Buildings close regular operations annually for Winter Break during the last
(2) two weeks of December; however, City Hall remains operational with limited
staff on duty. During this period, the Contractor shall continue to provide nightly
custodial services as required, except on noted holidays or as directed by staff.
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01203.0006/1057349.1 D-4
• The Winter Break period may also be used as an opportunity for the Contractor to
perform enhanced deep-cleaning services, and may include carpet cleaning and
floor polishing or waxing. Any such work shall be ordered on as needed basis and
coordinated in advance with City staff to ensure continued access, safety, and
operational needs are maintained.
6. AS NEEDED / AS DIRECTED
• Spot clean carpets.
• Wash trash receptacles.
• Attend to and clean restrooms that may have had overflows.
7. SITE-SPECIFIC CLEANING SCHEDULES/DETAILS
• Hesse Park 29301 Hawthorne Blvd:
o Cleaning Times 12:00 a.m. – 2:00 a.m., seven (7) days per week.
o Desk-size trash receptacles on-site: Approximately 6 (7gl)
o Large trash receptacles onsite Approximately 5 (33-45gl)
o Carpet area: Approximately 3,500 SQFT
• Point Vicente Interpretive Center 31501 Palos Verdes Drive West:
o Cleaning Times: 10:00 p.m.– 2:00 a.m., Monday – Thursday;
o Cleaning Times:12:00 a.m. – 2:00 a.m. Friday – Sunday
o Desk-size trash receptacles on-site: Approximately 6 (7gl)
o Large trash receptacles onsite Approximately 5 (33-45gl)
o Carpet area: Approximately 7,200 SQFT
• Eastview Park Restrooms ;1700 Westmont Dr: .
o Cleaning times 8:00 p.m. – 2:00 a.m., seven (7) days per week.
o Desk-size trash receptacles on-site: Approximately 2 (7gl)
o Large trash receptacles onsite Approximately 4 (33-45gl)
o Carpet area: NA
• Abalone Cove / Shoreline Park 5970 Palos Verdes Drive South :
o Cleaning times 8:00 p.m. – 2:00 a.m., seven (7) days per week
o Desk-size trash receptacles on-site: Approximately 6 (7gl)
o Large trash receptacles onsite Approximately 5 (33-45gl)
o Carpet area: NA
• Ryan Park 30359 Hawthorne Blvd:
o Cleaning times 8:00 p.m. – 2:00 a.m., seven (7) days per week
o Desk-size trash receptacles on-site: Approximately 6 (7gl)
o Large trash receptacles onsite Approximately 5 (33-45gl)
o Carpet area: Approximately 200 SQFT
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01203.0006/1057349.1 D-5
• Ladera Linda Community Center 32201 Forrestal Dr:
o 10:00 p.m.– 2:00 a.m. seven (7) days per week.
o Desk-size trash receptacles on-site: Approximately 16 (7gl)
o Large trash receptacles onsite Approximately 5 (33-45gl)
o Carpet area: Approximately 2,000 SQFT
• Civic Center Buildings 30940 Hawthorne Blvd: City Hall Admin, CDD Building,
Rangers Building, RPVtv Studio:
o Cleaning Times,7:00 p.m. – 2:00 a.m., Monday through Saturday. Six (6)
days per week.
o Desk-size trash receptacles on-site: Approximately 200 (7gl)
o Large trash receptacles onsite Approximately 15 (33-45gl)
o Carpet area: Approximately 12,500 SQFT
Certain Recreation and Parks facilities (Hesse Park and PVIC) occasionally host evening
meetings, programs, weddings, and other special events throughout the year. On such
days, custodial services may be required to commence after 12:00 a.m. or the followi ng
morning before the facility reopens to the public. The City will provide advance notice to
the contractor. The Contractor shall accommodate at no additional charge to the city.
II. Contractor shall deliver tangible work products to the City by the deadlines specified
in the Agreement shall prepare, maintain, and deliver the following work products to
the City:
• Custodial Service Schedule identifying required daily, weekly, monthly, quarterly,
and annual services by facility, consistent with the approved Scope of Services.
• Routine Quality Assurance Reporting consists of daily, weekly, and/or monthly
electronic reports/checklists summarizing completed services, inspection results,
identified deficiencies, corrective actions, and response times.
• Issue and Deficiency Log maintained in written and/or electronic form and
accessible to the City, documenting reported issues, corrective actions, and
resolution status.
• Staffing and Supervision Plan identifying assigned personnel by facility,
supervisory structure, and emergency contact and escalation procedures.
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01203.0006/1057349.1 D-6
• Approved Products and Equipment Submittal, including a list of proposed
cleaning products, chemicals, and equipment, with applicable Safety Data
Sheets (SDS), submitted for City approval prior to commencement of services.
• Training and Safety Documentation demonstrating employee training in custodial
procedures, safety practices, proper equipment, and chemical use.
• Inventory and Supply Monitoring, identifying when City-furnished consumable
supplies require replenishment.
• Annual Performance Summary Survey: Yearly form/survey to be provided to the
city for evaluating service quality, compliance trends, recurring issues, and
recommended improvements.
III. This agreement shall continue in full force through June 30, 2031. The City may, in its
discretion, extend the Term by one additional (1)-year term, in accordance with Section
3.4.
B-37
AMENDMENT NO. 1
TO AGREEMENT FOR PROFESSIONAL SERVICES
THIS AMENDMENT TO THE AGREEMENT FOR PROFESSIONAL SERVICES
(“Amendment No. 1”) by and between the CITY OF RANCHO PALOS VERDES, a municipal
corporation (“City”) and MSW CONSULTANTS, INC., a California corporation (“Consultant”)
is effective as of June 16, 2026.
RECITALS
A. City and Consultant entered into that certain Agreement for Professional Services
dated June 23, 2023 (“Agreement”) whereby Consultant agreed to solid waste management
consulting and administrative services for a Contract Sum of $379,090 for fiscal years 2023-26,
with one optional three-year extension.
B. City and Consultant now desire to amend the Agreement (“Amendment No. 1”) to
extend the Term by three years through June 30, 2029, and increase the compensation up to
$390,000 for a new Contract Sum of $769,090.
TERMS
1. Contract Changes. The Agreement is amended as provided herein. Deleted text is
indicated in strikethrough and added text in bold italics.
a. Section 2.1, Contract Sum, is amended to read:
Subject to any limitations set forth in this Agreement, City agrees to pay Consultant
the amounts specified in the “Schedule of Compensation” attached hereto as
Exhibit “C” and incorporated herein by this reference. The total compensation,
including reimbursement for actual expenses, shall not exceed $379,090 (Three
Hundred Seventy Nine Thousand Ninety Dollars)$769,090 (Seven Hundred Sixty-
Nine Thousand Ninety Dollars) (the “Contract Sum”), unless additional
compensation is approved pursuant to Section 1.9.
b. Section 3.4, Term, is amended, in its entirety, to read:
Unless earlier terminated in accordance with Article 7 of this Agreement, this
Agreement shall continue in full force and effect until completion of the services,
except as otherwise provided in the Schedule of Performance (Exhibit “D”).
C-1
c. Exhibit “A” Scope of Services is repealed and replaced with Exhibit “A”
Amendment No. 1 Scope of Services, attached hereto and incorporated by
reference.
d. Exhibit “C” Schedule of Compensation is repealed and replaced with Exhibit
“C” Amendment No. 1 Schedule of Compensation, attached hereto and
incorporated by reference.
e. Exhibit “D” Schedule of Performance is repealed and replaced with Exhibit
“D” Amendment No. 1 Schedule of Performance, attached hereto and
incorporated by reference.
2. Continuing Effect of Agreement. Except as amended by Amendment No. 1, all provisions
of the Agreement shall remain unchanged and in full force and effect. From and after the date of
this Amendment, whenever the term “Agreement” appears in the Agreement, it shall mean the
Agreement, as amended by Amendment No. 1.
3. Affirmation of Agreement; Warranty Re Absence of Defaults. City and Consultant
each ratify and reaffirm each and every one of the respective rights and obligations arising under
the Agreement. Each party represents and warrants to the other that there have been no written or
oral modifications to the Agreement other than as provided herein. Each party represents and
warrants to the other that the Agreement is currently an effective, valid, and binding obligation.
Consultant represents and warrants to City that, as of the date of this Amendment No. 1,
City is not in default of any material term of the Agreement and that there have been no events
that, with the passing of time or the giving of notice, or both, would constitute a material default
under the Agreement.
City represents and warrants to Consultant that, as of the date of this Amendment No. 1,
Consultant is not in default of any material term of the Agreement and that there have been no
events that, with the passing of time or the giving of notice, or both, would constitute a material
default under the Agreement.
4. Adequate Consideration. The parties hereto irrevocably stipulate and agree that they have
each received adequate and independent consideration for the performance of the obligations they
have undertaken pursuant to this Amendment No. 1.
5. Authority. The persons executing this Amendment No. 1 on behalf of the parties hereto
warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute
and deliver this Amendment No. 1 on behalf of said party, (iii) by so executing this Amendment
No. 1, such party is formally bound to the provisions of this Amendment No. 1, and (iv) the
entering into this Amendment No. 1 does not violate any provision of any other agreement to
which said party is bound.
[SIGNATURES ON FOLLOWING PAGE]
C-2
C-3
EXHIBIT “A” AMENDMENT NO.1
SCOPE OF SERVICES
I. Consultant will perform solid waste management consulting and administrative
services: See next page
C-4
C-5
C-6
C-7
EXHIBIT “C’ AMENDMENT NO.1
SCHEDULE OF COMPENSATION
I. Consultant shall perform the following tasks at the following rates:
C-8
C-9
II. Within the budgeted amounts for each Task and with the approval of the Contract
Officer, funds may be shifted from one Task subbudget to another so long as the
Contract Sum is not exceeded per Section 2.1 unless Additional Services are approved
per Section 1.9.
III. The total compensation for the Services shall not exceed the Contract Sum as
provided in Section 2.1 of this Agreement
C-10
EXHIBIT “D” AMENDMENT NO. 1
SCHEDULE OF PERFORMANCE
I. Consultant shall Consultant shall perform all Services timely in accordance with
the Scope of Work, including but not limited:
a. Beverage Container Recycling City/County Payment Program: Application due
September/ October; Annual Report due April
b. Used Oil Payment Program: Application due June; Annual Report due August
c. HHW Grant: Application due June
d. CalRecycle Annual Report: Via LARA due August
C-11
AMENDMENT NO. 1
TO AGREEMENT FOR PROFESSIONAL SERVICES
THIS AMENDMENT TO THE AGREEMENT FOR PROFESSIONAL SERVICES
Amendment No. 1”) by and between the CITY OF RANCHO PALOS VERDES, a municipal
corporation (“City”) and SCA OF CA, LLC, a limited liability company (“Consultant”) is
effective as of June 16, 2026.
RECITALS
A. City and Consultant entered into that certain Agreement for Professional Services
dated June 20, 2023 (“Agreement”) whereby Consultant agreed to provide street sweeping services
for a Contract Sum of $1,434,791 for Fiscal Years (FY) 2023-24 through 2025-26, with one
optional three-year extension.
B. City and Consultant now desire to amend the Agreement (“Amendment No. 1”) to
extend the Term by three years through June 30, 2029, and increase the compensation for FY 2026-
27 by $501,126, FY 2027-28 by $515,860 and FY 2028-29 by $531,035 resulting new total
Contract Sum of $2,982,812.
TERMS
1. Contract Changes. The Agreement is amended as provided herein. Deleted text is
indicated in strikethrough and added text in bold italics.
a. Section 2.1, Contract Sum, is amended to read:
Subject to any limitations set forth in this Agreement, City agrees to pay Consultant
the amounts specified in the “Schedule of Compensation” attached hereto as
Exhibit “C” and incorporated herein by this reference. The total compensation,
including reimbursement for actual expenses, shall not exceed $ 1,434,791One
Million Four Hundred Thirty-Four Thousand and Seven Hundred Ninety-One
Dollars) $2,952,812 (Two Million Nine Hundred Eighty-Two Thousand Eight
Hundred Twelve Dollars) (the “Contract Sum”), unless additional compensation is
approved pursuant to Section 1.9.
b. Section 3.4, Term, is amended, in its entirety, to read:
Unless earlier terminated in accordance with Article 7 of this Agreement, this
Agreement shall continue in full force and effect until completion of the services,
except as otherwise provided in the Schedule of Performance (Exhibit “D”).
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c. Exhibit “C” Schedule of Compensation is repealed and replaced with Exhibit
C” Amendment No. 1 Schedule of Compensation, attached hereto and
incorporated by reference.
d. Exhibit “D” Schedule of Performance is repealed and replaced with Exhibit
D” Amendment No. 1 Schedule of Performance, attached hereto and
incorporated by reference.
2. Continuing Effect of Agreement. Except as amended by Amendment No. 1, all provisions
of the Agreement shall remain unchanged and in full force and effect. From and after the date of
this Amendment, whenever the term “Agreement” appears in the Agreement, it shall mean the
Agreement, as amended by Amendment No. 1.
3. Affirmation of Agreement; Warranty Re Absence of Defaults. City and Consultant
each ratify and reaffirm each and every one of the respective rights and obligations arising under
the Agreement. Each party represents and warrants to the other that there have been no written or
oral modifications to the Agreement other than as provided herein. Each party represents and
warrants to the other that the Agreement is currently an effective, valid, and binding obligation.
Consultant represents and warrants to City that, as of the date of this Amendment No. 1,
City is not in default of any material term of the Agreement and that there have been no events
that, with the passing of time or the giving of notice, or both, would constitute a material default
under the Agreement.
City represents and warrants to Consultant that, as of the date of this Amendment No. 1,
Consultant is not in default of any material term of the Agreement and that there have been no
events that, with the passing of time or the giving of notice, or both, would constitute a material
default under the Agreement.
4. Adequate Consideration. The parties hereto irrevocably stipulate and agree that they have
each received adequate and independent consideration for the performance of the obligations they
have undertaken pursuant to this Amendment No. 1.
5. Authority. The persons executing this Amendment No. 1 on behalf of the parties hereto
warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute
and deliver this Amendment No. 1 on behalf of said party, (iii) by so executing this Amendment
No. 1, such party is formally bound to the provisions of this Amendment No. 1, and (iv) the
entering into this Amendment No. 1 does not violate any provision of any other agreement to
which said party is bound.
SIGNATURES ON FOLLOWING PAGE]
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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
Paul Seo, Mayor
ATTEST:
Teresa Takaoka, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
William W. Wynder, City Attorney
CONSULTANT:
SCA OF CA, LLC
By: ___ _____________________________
Name: Brad Becker
Title: Regional Vice President-
Executive
By: ________________________________
Name: Patrick Bobo
Title: Chief Legal Officer
Executive
Address: 3031 N. Rocky Point Dr.
West Ste 730
Tampa, FL 33607
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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EXHIBIT “C’ AMENDMENT NO.1
SCHEDULE OF COMPENSATION
I. Consultant shall perform the following tasks at the following rates, as further detailed
below:
Tasks 1-4 $449,949
Tasks 5-8 (OPTIONAL) $10,000
Task 9 $29,525
Task 10 $11,651
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TASKS FY 2027-28 ANNUAL AMOUNT
TOTAL $515, 860
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TASKS FY 2028-29 ANNUAL AMOUNT
TOTAL $531, 035
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II. Within the budgeted amounts for each Task, and with the approval of the Contract
Officer, funds may be shifted from one Task subbudget to another so long as the
Contract Sum is not exceeded per Section 2.1, unless Additional Services are
approved per Section 1.9..
III. The total compensation for the Services shall not exceed the Contract Sum as
provided in Section 2.1 of this Agreement
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EXHIBIT “D” AMENDMENT NO. 1
SCHEDULE OF PERFORMANCE
I. Unless earlier terminated in accordance with Article 7 of this Agreement, the term of this
Agreement shall be July 1, 2026, to June 30, 2029.
II. Consultant shall perform all work timely in accordance with the following schedule:
A. Scheduled sweeping and cleaning of the bus stops and shelters shall be performed
at the frequency specified in Exhibit A of this Agreement, according to a schedule
approved in writing by the Contract Officer.
B. Additional and as-needed services shall be performed according to the schedule
ordered by the City.
III. Consultant shall deliver monthly reports and complaint logs to the City no later than the
fifteenth (15th) day of the month following the subject month of the report or log.
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AMENDMENT NO. 3
TO AGREEMENT FOR PROFESSIONAL SERVICES
THIS AMENDMENT TO THE AGREEMENT FOR PROFESSIONAL SERVICES
("Amendment No. 3") by and between the CITY OF RANCHO PALOS VERDES ("City") and
WEST COAST ARBORISTS, INC., a California corporation ("Consultant") is effective as of
July 1, 2026
RECITALS
A. City and Consultant entered into that certain Agreement for Professional Services dated
June 16, 2020 ("Agreement") whereby Consultant agreed to provide tree trimming and
maintenance services (the "Services") for a Term of five years, for a Contract Sum of
$1,400,116.
B. City and Consultant amended the agreement on June 21, 2022 to increase the Contract Sum to a total
not to exceed $2,041,478 for the Term of the contract, with an annual not-to-exceed amount of
$500,000 for fiscal years 2022-23 through 2024-25, with no change to the Consultant's rates, in
order to account for the City's increased need for tree trimming and maintenance services.
C. City and Consultant amended the agreement on July1,2025, extend services for one year,
and increase the Contract Sum to a total not to exceed to $2,541,478 for the Term of the
contract, with an annual not -to-exceed amount of $500,000 for fiscal years 2025 -26, with a
three percent (3%) increase to the Consultant's rates from FY2024/25.
D. City and Consultant now desire to amend the agreement, extend services for one additional year,
and increase the Contract Sum to a total not to exceed to $3,041,478 for the Term of the contract,
with an annual not -to-exceed amount of $500,000 for fiscal years 202 6-27, with a three percent
point seven (3.7%) increase to the Consultant's rates from FY202 5/26.
TERMS
1. Contract Changes. The Agreement is amended as provided herein. Deleted text is
indicated in strikethrough and added text in bold italics.
a. Section 2.1, Contract Sum, is amended to read:
"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 $2,541,478 (Two Million Five Hundred Forty
One Thousand Four Hundred Seventy Eight Dollars) $3,041,478
(Three Million Forty-One Thousand Four Hundred Seventy Eight
Dollars (the "Contract Sum"), and shall not exceed $500,000 (Five
Hundred Thousand Dollars) annually for FY 202 6-25, unless additional
compensation is approved pursuant to Section 1.9. "
b. The annual budget table found in Section I of Exhibit C, "Schedule of
Compensation", is amended to read
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Contract Year Annual Budget
1. FY 2020-21 $263,304
2. FY 2021-22 $278,174
3. FY 2022-23 $500,000
4. FY 2023-24 $500,000
5. FY 2024-25 $500,000
6. FY 2025-26 $500,000
7. FY 2026-27 $500,000
Contract Sum $3,041,478
c. The "Annual Budget breakdowns" provided for FY 2026-27 in Section I of
Exhibit C, "Schedule of Compensation", are hereby replaced with the following:
TASK
UNITS PRICE
SUBTOTALS
A. Periodic Tree Trimming $290,832.72
A.1 Right of way 3,000 $67.90 $207,700
A.2 Park Locations 525 $78.50 $41,212.50
B. Complete/Full trimming of trees for view restoration 80 $95.50 $7,640
C. Certified Arborist Inspections 400.84 $95.50 $38,280.22
D. Miscellaneous On-Call Tree Maintenance $209,167.60
D.l Complete /Full trimming of trees in right-of-way locations
(with or without street access)
305 $99.70 $30,408.50
D.2 Tree skirting 35 $67.90 $2,376.50
D.3 Complete Tree and stump removals (0-12" diameter) 35 $407.25 $14,257.25
D.4 Complete Tree and stump removals (13" - 24" diameter) 35 $736.25 $25,768.75
D.5 Complete Tree and stump removals (>24 diameter) 35 $1,226.70 $44,334.50
D.6 Stump Only removals (very large 36" diameter and up) 25 $205.80 $5,145
D.7 Stump Only removals (large 25" - 36" diameter) 25 $152.75 $3,818.75
D.8 Stump Only removals (medium 13" - 24" diameter) 25 $131.55 $3,288.75
D.9 Stump Only removals (small 0-12" diameter and less) 25 $99.70 $2,492.50
D.10 Root pruning 100 $46.65 $4,665.0
D.11 Tree planting (15 gallon with root barrier) 15 $163.35 $2,450.25
D.12 Tree planting ( 15 gallon without root barrier) 15 $152.75 $2,291.25
D.13 Tree planting (24" box with root barrier) 15 $428.60 $6,429.00
D.14 Tree planting (24" box without root barrier) 15 $396.75 $5,951.25
D.15 Palm tree trimming 50 $99.70 $4,985.00
D.16 Crew Rental- Non-Emergency Clean Up and Trimming 199 $95.50 $19,004.50 E-2
D.17 Crane- Rental Hour 20 $286.45 $5,729.00
D.18 Crew Rental – Emergency Per Crew Member Man Hour 150 $143.20 $21,480
D.19 Crane-All Sizes as Needed - Emergency Clean Up and
Trimming Work
20
$143.20 $2,864.00
Total $500,00
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d. Section V of Exhibit C, "Schedule of Compensation", is amended to read:
"The total compensation for the Services shall not exceed the Contract Sum as
provided in Section 2.1 of this Agreement, nor the annual budgets provided in
Exhibit "C 1". The consultant shall perform the services at the billing rates
found in Exhibit "C-1", "Consultant's Rates"."
2. Continuing Effect of Agreement. Except as amended by this Amendment No. 3,
all provisions of the Agreement shall remain unchanged and in full force and effect. From and
after the date of this Amendment No. 3, whenever the term "Agreement" appears in the Agreement,
it shall mean the Agreement, as amended by this Amendment No.3
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
01203.0006/791788.1 -3-
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.
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4. Adequate Consideration. The parties hereto irrevocably stipulate and agree that
they have each received adequate and independent consideration for the performance of the
obligations they have undertaken pursuant to this Amendment No. 1.
5. Authority. The persons executing this Amendment No. 1 on behalf of the parties
hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to
execute and deliver this Amendment No. 1 on behalf of said party, (iii) by so executing this
Amendment No. 1, such party is formally bound to the provisions of this Amendment No. 1, and
(iv) the entering into this Amendment No. 1 does not violate any provision of any other agreement
to which said party is bound.
[SIGNATURES ON FOLLOWING PAGE]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and
year first-above written.
CITY:
CITY OF RANCHO PALOS VERDES, a
municipal corporation
Paul Seao, Mayor
ATTEST:
Teresa Takaoka, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
William Wynder, City Attorney
CONSULTANT:
By:
Name: Patrick Mahoney
Title: President
By:
Name: Richard Mahoney
Title: Secretary
Address: 2200 East Via Burton Anaheim,
California 92806
Two corporate officer signatures required when Consultant is a corporation, with one signature required from each
of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant
Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT’S SIGNATURES SHALL BE DULY
NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY
THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE
TO CONSULTANT’S BUSINESS ENTITY.
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