Agenda Item # 1.B.5.
Council Agenda Report
To: Mayor Silverstein and the Honorable Members of the City Council Prepared by: Parker Davis, Media Technician
Reviewed by: Gregory Kajszo, Assistant to the City Manager Approved by: Joseph Irvin, City Manager
Date prepared: June 4, 2026 Meeting date: August 10, 2026 Subject: Disposal of Surplus Property (Filing Cabinets) RECOMMENDED ACTION: Approve the disposal of surplus City equipment.
FISCAL IMPACT: If the City is able to sell the surplus equipment, approximately $500 - $1,000 in revenue could be generated. Revenue will be credited to City Hall Operations account 7800 in the City budget.
DISCUSSION: Council Policy #39 requires the City Council to determine that equipment is surplus prior to its disposal. The City has nine (9) 3-drawer and one (1) 2- drawer steel lateral filing cabinets in container storage. The cabinets have been deemed to be no longer useful for City Hall operations due to their condition and age.
In accordance with Council Policy #39, the items detailed in Attachment 1 will be listed in a public auction as surplus property.
ATTACHMENTS: 1) List of Surplus Property
2) Council Policy #39
City Council Meeting
08-10-26
Item
1.B.5.
Quantity Model Description 9 Unknown 3-drawer steel lateral filing cabinet
1 Unknown
2-drawer steel lateral filing
cabinet
AA
Agenda Item # 1.B.6.
Council Agenda Report
To: Mayor Silverstein and the Honorable Members of the City Council Prepared by: Luis Flores, Public Safety Manager
Reviewed by: Susan Dueñas, Public Safety Director
Approved by: Joseph D. Irvin, City Manager
Date prepared: July 16, 2026 Meeting date: August 10, 2026 Subject: Amendment to Crossing Guard Services Contract
RECOMMENDED ACTION: Authorize the Mayor to execute Amendment No. 1 to the Professional Services Agreement with Crossing Guard Services, LLC, expanding the scope of work for additional crossing guard hours and increasing the total compensation for services in an amount not to exceed $162,000.
FISCAL IMPACT: No additional appropriation is required. Funding for this agreement is included in the Adopted Budget for FY 2026-2027 in Account No. 100-7021-5100-00 (Public Safety Professional Services).
STRATEGIC PLAN IMPLEMENTATION: This item supports the City’s 2025 Strategic Plan Goal 4. Improve Public Safety.
DISCUSSION: To address a variety of public safety concerns and to protect children and caregivers during school drop-off and pick-up hours, the City provides crossing guard services along Morning View Drive, near Malibu High School and Malibu Middle School.
The presence of crossing guards near schools significantly increases driver awareness and reinforces compliance with school zone safety rules, ultimately reducing child pedestrian injuries by creating safe opportunities for children to cross during periods of heavy traffic.
On May 15, 2025, the City issued a Request for Qualifications/Proposals (RFQ/P) for crossing guard services and received four proposals on June 19, 2025: Crossing Guard Services, LLC, All City Management Services, Inc., Aventus Private Security, and Belcher City Council Meeting
08-10-26
Item
1.B.6.
Agenda Item # 1.B.6.
Services. Crossing Guard Services, LLC achieved the highest overall score and offered the best combination of experience, resources, cost, and professionalism.
Crossing Guard Services, LLC currently provides the City with crossing guards at three (3) crosswalks impacted during school hours on Morning View Drive near Malibu High School and Malibu Middle School. Additionally, Crossing Guard Services, LLC provides crossing guard services for City events hosted by the Community Services Department.
They are contracted to provide these services through August 11, 2027.
Since executing the contract in 2025, it was discovered that the scope of work did not accurately reflect the number of hours that the crossing guards are paid each day. The crossing guards are required to arrive at their location 30 minutes prior to their shift, and because they are working a split shift, they must be paid an additional hour per California’s “split shift” premium pay requirement (Industrial Welfare Commission Wage Orders 1-15, Section 4). Therefore, an amendment to the Agreement that increases the daily hours worked by the crossing guards from (2) two hours to (4) hours is needed at this time. This change increases the total not to exceed for the 2026-2027 school year from $75,000 to $86,184, a $11,184 difference.
Santa Monica-Malibu Unified School District schools begin the Fall semester on Thursday, August 20, 2026. Staff recommends authorizing the Mayor to execute Amendment No. 1 to the Professional Services Agreement with Crossing Guard Services, LLC, expanding the scope of work for additional crossing guard hours to ensure the appropriate level of service in time for the beginning of the school year.
ATTACHMENTS:
1) Amendment No. 1 to Agreement with Crossing Guard Services, LLC Updated 4/27/2026
AMENDMENT NO. 1 TO PROFESSIONAL SERVICES AGREEMENT
THIS AMENDMENT NO. 1 TO PROFESSIONAL SERVICES AGREEMENT (the “Amendment” is made and entered in the City of Malibu on August 10, 2026, by and between the City of Malibu, a municipal corporation, hereinafter referred to as City, and Crossing Guard Services, LLC, hereinafter referred to as Consultant. City and Consultant are herein collectively referred to as “Parties” and separately as a “Party”.
The City and the Consultant agree as follows:
R E C I T A L S
A. On August 11, 2025, the City entered into a Professional Services Agreement with Consultant for crossing guard services during school days at Malibu High School and Malibu Middle School, as well as during Community Service Department events, as needed (the “Agreement”).
B. The Parties desires to amend the Agreement to expand the scope of the Consultant’s services from two to four hours per crossing guard per day and increase the compensation for services, and Consultant has submitted a proposal for this purpose that is acceptable to the City.
NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Section 1.0 of the Agreement (Scope of Work), is hereby amended as set forth in Exhibit A attached hereto and incorporated herein by this reference, to increase daily crossing guard service hours from two (2) to four (4) hours per crossing guard.
2. Section 4.0 of the Agreement (Compensation for Services), is hereby amended as set forth in Exhibit A attached hereto. The cost of services for this Agreement is increased in the amount of $11,184 per year for an annual amount not to exceed $86,184 as shown in Exhibit A attached to this Amendment.
3. Incorporation of Exhibits. All exhibits attached to this Amendment are hereby incorporated into the Agreement by this reference. To the extent there is any conflict between an exhibit attached to this Amendment and the exhibits attached to the original Agreement, the exhibits attached to this Amendment shall control.
4. Authority to Execute. Each person executing this Amendment represents and warrants that they are duly authorized to execute this Amendment on behalf of the Party for whom they are signing and to bind that Party to the terms herein.
5. The Parties agree that this Amendment will be considered signed when the signature of a Party is delivered physically or by facsimile transmission or scanned and delivered via electronic mail. Such facsimile or electronic mail copies will be treated in all respects as having the same effect as an original signature.
6. All terms and conditions of the Agreement not amended by this Amendment remain in full force and effect.
Docusign Envelope ID: F732B49A-8CFF-8202-8083-2C7E18A144E3 Amendment No. 1 to Agreement
Crossing Guard Services, LLC
_____________________
255-2
7. The effective date of this Amendment is August 10, 2026.
This Amendment is executed on ______________________.
CITY OF MALIBU, a municipal corporation:
____________________________________
BRUCE SILVERSTEIN, Mayor
ATTEST:
____________________________________
KELSEY PETTIJOHN, City Clerk
(seal)
APPROVED AS TO FORM: CONSULTANT:
Crossing Guard Services, LLC,
A Connecticut limited liability company
____________________________________ By: _________________________________ TREVOR RUSIN, Interim City Attorney Name: ADAM BRYAN
Title: Chief Executive Officer
Docusign Envelope ID: F732B49A-8CFF-8202-8083-2C7E18A144E3 Amendment No. 1 to Agreement
Crossing Guard Services, LLC
_____________________
255-3
Docusign Envelope ID: F732B49A-8CFF-8202-8083-2C7E18A144E3
Agenda Item # 1.B.7.
Council Agenda Report
To: Mayor Silverstein and the Honorable Members of the City Council Prepared by: Nathaniel McLean, Assistant Engineer
Reviewed by: Tatiana Holden, Assistant Public Works Director/City Engineer Approved by: Joseph D. Irvin, City Manager
Date prepared: July 14, 2026 Meeting date: August 10, 2026 Subject: Award 2026 Annual Street Maintenance Project
RECOMMENDED ACTION: 1) Approve the award and authorize the Mayor to execute a construction contract with Toro Enterprises, Inc. in the amount of $883,812 for the construction of the 2026 Annual Street Maintenance Project, Specification No. 2116; and 2) Authorize the Public Works Director and/or their appointee to approve any potential change orders up to 15% of the contract amount.
FISCAL IMPACT: No additional appropriation is required. Funding for this agreement/project is included in the Adopted Budget for FY 2026-27 in Account No. 310- 9002-7902 (Annual Street Overlay).
Project Funding
Proposition C Local Return $232,126
Measure R Local Return $160,000
Measure M Local Return $160,000
RMRA $480,000
STPL $232,262
Project Total Funding $1,264,388
Project Estimate
Estimated Construction Cost $883,812
Contingency (15%) $132,572
Project Total Costs $1,016,384
City Council Meeting
08-10-26
Item
1.B.7.
Agenda Item # 1.B.7.
STRATEGIC PLAN IMPLEMENTATION: N/A
DISCUSSION: The Pavement Management Plan (PMP) is a tool used by the Public Works Department to evaluate the condition of the City streets, develop street maintenance strategies, and plan and budget maintenance funds effectively. On June 6, 2022, the PMP was updated by Kimley Horn and provides maintenance and rehabilitation work for the next five years.
Streets selected for this year’s pavement maintenance project were based on the City’s PMP, Pavement Management System Report, field observations, and factors related to the Palisades Fire as the roads previously planned for this year resurfacing were affected by the fire and, therefore, rescheduled for a future project.
The 2026 Annual Street Maintenance Project will repair and overlay roads on Portshead Road, Boniface Drive, Grayfox Street, and Wildlife Road. Work will include repairing failed pavement, sealing cracks, preparing roadway surfaces, adjusting utility covers, constructing asphalt berms, replacing speed bumps, restoring pavement striping, and implementing traffic control and stormwater protection measures.
A two-inch asphalt rubber hot-mix overlay will be placed on Portshead Road, Boniface Drive, Grayfox Steet, and Wildlife Road, and slurry seal overlay will be placed on Selfridge Drive and portions of Wildlife Road to extend the useful life of pavement.
On May 21, 2026, the final project plans and specifications for the above-mentioned work were advertised for formal competitive bidding. Four bids were received and opened on June 18, 2026, with the following results:
Contractor Bid Amount
Toro Enterprises, Inc. $883,812
All American Asphalt $1,017,981
Handy & Harper, Inc. $1,050,000
Onyx Paving Company, Inc. $1,067,000
City staff has reviewed the four bids received and found the bid from Toro Enterprises, Inc. (Toro) to be in order and in conformance with the bid requirements. Staff has checked the contractor’s license with the Contractor’s State License Board and found it to be current and active. References contacted by staff have verified Toro’s work and found their work to be satisfactory. Toro has previously completed numerous street resurfacing projects over 31 years including projects for the City of Malibu. Staff have determined that Toro is qualified to complete the proposed work for the project.
Staff recommends the Council approve the award and authorize the Mayor to execute a construction contract with Toro and authorize the Public Works Director and/or their
Agenda Item # 1.B.7.
appointee to approve potential change orders up to 15% of the agreement amount. Once approved, staff will process the agreement and issue a Notice to Proceed for the project.
The construction for this project is anticipated to occur between August and September 2026.
ATTACHMENTS:
1. Public Works Agreement with Toro Enterprises, Inc.
2. 2026 Annual Street Maintenance Project Map
CITY OF MALIBU
PUBLIC WORKS AGREEMENT
This Public Works Agreement (“Agreement”) is made and entered into as of the date executed by the Mayor and attested to by the City Clerk, by and between Toro Enterprises, Inc. a California corporation (hereinafter referred to as “CONTRACTOR”) and the City of Malibu, California, a municipal corporation (hereinafter referred to as “CITY”).
R E C I T A L S
A. Pursuant to the Notice Inviting Sealed Bids for the 2026 Annual Street Maintenance Project, bids were received, publicly opened, and declared on the date specified in the notice.
B. On August 10, 2026, Malibu’s City Council declared CONTRACTOR to be the lowest responsible bidder and accepted the bid of CONTRACTOR.
C. The City Council has authorized the Mayor to execute a written contract with CONTRACTOR for furnishing labor, equipment and material for the 2026 Annual Street Maintenance Project in the City of Malibu.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein contained, it is agreed:
1. GENERAL SCOPE OF WORK: CITY agrees to engage CONTRACTOR and CONTRACTOR agrees to furnish all necessary labor, tools, materials, appliances, and equipment for and do the work for the 2026 Annual Street Maintenance Project in the City of Malibu. The work shall be performed in accordance with the Plans and Specifications dated (and as generally described in the “Notice Inviting Bids,” attached as Exhibit A) and in accordance with bid prices set forth in CONTRACTOR’S Bid Proposal (attached as Exhibit B) and in accordance with the instructions of the City Engineer, or City Manager’s designee.
2. INCORPORATED DOCUMENTS TO BE CONSIDERED COMPLEMENTARY: The contract documents for the aforesaid project, a complete set of which is on file with the Malibu City Clerk’s Office, shall consist of the Notice Inviting Bids, Instructions to Bidders, Bid Proposal, Standard Specifications, Special Provisions, and all referenced specifications, details, standard drawings, and appendices; together with this Agreement and all required bonds, insurance certificates, permits, notices and affidavits; and also, including any and all addenda or supplemental agreements clarifying, amending, or extending the work contemplated as may be required to insure its completion in an acceptable manner. All of the provisions of said contract documents are made a part hereof as though fully set forth herein. This Agreement is intended to require a complete and finished piece of work and anything necessary to complete the work properly and in accordance with the law and lawful governmental regulations shall be performed by CONTRACTOR whether set out specifically in the contract or not. Should it be ascertained that any inconsistency exists between the aforesaid documents and this written Agreement, the provisions of this Agreement, and the Standard Specifications, in that Docusign Envelope ID: 411B89E1-CB1A-801E-8370-72AD036D99A4 Public Works Agreement
Toro Enterprises, Inc., a California corporation
order, shall control. Collectively, these contract documents constitute the complete agreement between CITY and CONTRACTOR and supersede any previous agreements or understandings.
3. COMPENSATION: CONTRACTOR agrees to receive and accept the prices set forth in its Bid Proposal as full compensation for furnishing all materials, performing all work, and fulfilling all obligations hereunder. Said compensation shall cover all expenses, losses, damages, and consequences arising out of the nature of the work during its progress or prior to its acceptance including those for well and faithfully completing the work and the whole thereof in the manner and time specified in the aforesaid contract documents; and also including those arising from actions of the elements, unforeseen difficulties or obstructions encountered in the prosecution of the work, suspension or discontinuance of the work, and all other unknowns or risks of any description connected with the work.
4. TIME OF PERFORMANCE: CONTRACTOR agrees to complete the work within 45 consecutive working days from the date of the notice to proceed. By signing this Agreement, CONTRACTOR represents to CITY that the contract time is reasonable for completion of the work and that CONTRACTOR will complete such work within the contract time. In accordance with Government Code Section 53069.85, CONTRACTOR agrees to forfeit and pay CITY as liquidated damages, not as a penalty, the sum of $500 per day for each and every day of unauthorized delay beyond the completion date, which amount shall be deducted from any payments due or to become due the CONTRACTOR.
5. PREVAILING WAGES:
A. Pursuant to Labor Code Section 1720, and as specified in Title 8, California Code of Regulations, Section 16000 et seq., CONTRACTOR must pay its workers prevailing wages. It is CONTRACTOR’s responsibility to interpret and implement any prevailing wage requirements and CONTRACTOR agrees to pay any penalty or civil damages resulting from a violation of the prevailing wage laws.
B. In accordance with Labor Code Section 1773.2, copies of the prevailing rate of per diem wages are available upon request from CITY’s Engineering Division or the website for State of California Prevailing wage determination at http://www.dir.ca.gov/DLSR/PWD. CONTRACTOR must post a copy of the prevailing rate of per diem wages at the job site.
C. CITY directs CONTRACTOR’s attention to Labor Code Sections 1777.5, 1777.6 and 3098 concerning the employment of apprentices by CONTRACTOR or any subcontractor.
D. Labor Code Section 1777.5 requires CONTRACTOR or subcontractor employing tradesmen in any apprenticeship occupation to apply to the joint apprenticeship committee nearest the site of the public works project and which administers the apprenticeship program in that trade for a certificate of approval. The certificate must also fix the ratio of apprentices to journeymen that will be used in the Docusign Envelope ID: 411B89E1-CB1A-801E-8370-72AD036D99A4 Public Works Agreement
Toro Enterprises, Inc., a California corporation
performance of the contract. The ratio of apprentices to journeymen in such cases will not be less than one to five except:
(1) When employment in the area of coverage by the joint apprenticeship committee has exceeded an average of 15 percent in the 90 days before the request for certificate, or
(2) When the number of apprentices in training in the area exceeds a ratio of one to five, or
(3) When the trade can show that it is replacing at least 1/30 of its membership through apprenticeship training on an annual basis state-wide or locally, or (4) When CONTRACTOR provides evidence that CONTRACTOR employs registered apprentices on all of his contracts on an annual average of not less than one apprentice to eight journeymen.
(5) CONTRACTOR is required to make contributions to funds established for the administration of apprenticeship programs if CONTRACTOR employs registered apprentices or journeymen in any apprenticeable trade on such contracts and if other contractors on the public works site are making such contributions.
(6) CONTRACTOR and any subcontractor must comply with Labor Code Sections 1777.5 and 1777.6 in the employment of apprentices. (7) Information relative to apprenticeship standards, wage schedules and other requirements may be obtained from the Department of Industrial Relations (DIR), ex-officio the Administrator of Apprenticeship, San Francisco, California, or from the Division of Apprenticeship Standards and its branch offices.
E. CONTRACTOR and its subcontractors must keep an accurate certified payroll records showing the name, occupation, and the actual per diem wages paid to each worker employed in connection with this Agreement. The record will be kept open at all reasonable hours to the inspection of the body awarding the contract and to the Division of Labor Law Enforcement. If requested by CITY, CONTRACTOR must provide copies of the records at its cost.
F. CONTRACTOR and its subcontractors must comply with Labor Code Sections 1725.5 and 1777.1, including the requirement that registration with the DIR be maintained through the term of the Project. The City may, from time to time, request evidence of current registration.
6. LEGAL HOURS OF WORK: Eight (8) hours of labor shall constitute a legal day's work for all workmen employed in the execution of this contract, and CONTRACTOR and any Docusign Envelope ID: 411B89E1-CB1A-801E-8370-72AD036D99A4 Public Works Agreement
Toro Enterprises, Inc., a California corporation
subcontractor under it shall comply with and be governed by the laws of the State of California having to do with working hours set forth in Division 2, Part 7, Chapter 1, Article 3 of the Labor Code of the State of California as amended.
CONTRACTOR shall forfeit, as a penalty to CITY, twenty-five dollars ($25.00) for each laborer, workman or mechanic employed in the execution of the contract, by him or any subcontractor under it, upon any of the work hereinbefore mentioned, for each calendar day during which the laborer, worker or mechanic is required or permitted to labor more than eight (8) hours in violation of the Labor Code.
7. TRAVEL AND SUBSISTENCE PAY: CONTRACTOR agrees to pay travel and subsistence pay to each worker needed to execute the work required by this Agreement as such travel and subsistence payments are defined in the applicable collective bargaining agreements filed in accordance with Labor Code Section 1773.8.
8. CONTRACTOR'S LIABILITY: The City of Malibu and its officers, agents and employees (“Indemnitees”) shall not be answerable or accountable in any manner for any loss or damage that may happen to the work or any part thereof, or for any of the materials or other things used or employed in performing the work; or for injury or damage to any person or persons, either workers or employees of CONTRACTOR, of its subcontractors or the public, or for damage to adjoining or other property from any cause whatsoever arising out of or in connection with the performance of the work. CONTRACTOR shall be responsible for any damage or injury to any person or property resulting from defects or obstructions or from any cause whatsoever.
CONTRACTOR will indemnify Indemnities against and will hold and save Indemnitees harmless from any and all actions, claims, damages to persons or property, penalties, obligations or liabilities that may be asserted or claimed by any person, firm, entity, corporation, political subdivision, or other organization arising out of or in connection with the work, operation, or activities of CONTRACTOR, its agents, employees, subcontractors or invitees provided for herein, whether or not there is concurrent passive negligence on the part of CITY. In connection therewith:
a. CONTRACTOR will defend any action or actions filed in connection with any such claims, damages, penalties, obligations or liabilities and will pay all costs and expenses, including attorneys' fees, expert fees and costs incurred in connection therewith.
b. CONTRACTOR will promptly pay any judgment rendered against CONTRACTOR or Indemnitees covering such claims, damages, penalties, obligations and liabilities arising out of or in connection with such work, operations or activities of CONTRACTOR hereunder, and CONTRACTOR agrees to save and hold the Indemnitees harmless therefrom.
c. In the event Indemnitees are made a party to any action or proceeding filed or prosecuted against CONTRACTOR for damages or other claims arising out of Docusign Envelope ID: 411B89E1-CB1A-801E-8370-72AD036D99A4 Public Works Agreement
Toro Enterprises, Inc., a California corporation
or in connection with the work, operation or activities hereunder, CONTRACTOR agrees to pay to Indemnitees and any all costs and expenses incurred by Indemnitees in such action or proceeding together with reasonable attorneys' fees.
CONTRACTOR'S obligations under this section apply regardless of whether or not such claim, charge, damage, demand, action, proceeding, loss, stop notice, cost, expense, judgment, civil fine or penalty, or liability was caused in part or contributed to by an Indemnitee. However, without affecting the rights of CITY under any provision of this agreement, Contractor shall not be required to indemnify and hold harmless CITY for liability attributable to the active negligence of CITY, provided such active negligence is determined by agreement between the parties or by the findings of a court of competent jurisdiction. In instances where CITY is shown to have been actively negligent and where CITY active negligence accounts for only a percentage of the liability involved, the obligation of Contractor will be for that entire portion or percentage of liability not attributable to the active negligence of City.
So much of the money due to CONTRACTOR under and by virtue of the contract as shall be considered necessary by CITY may be retained by CITY until disposition has been made of such actions or claims for damages as aforesaid.
It is expressly understood and agreed that the foregoing provisions are intended to be as broad and inclusive as is permitted by the law of the State of California. This indemnity provision shall survive the termination of the Agreement and is in addition to any other rights or remedies which Indemnitees may have under the law.
This indemnity is effective without reference to the existence or applicability of any insurance coverage which may have been required under this Agreement or any additional insured endorsements which may extend to Indemnitees.
CONTRACTOR, on behalf of itself and all parties claiming under or through it, hereby waives all rights of subrogation and contribution against the Indemnitees, while acting within the scope of their duties, from all claims, losses and liabilities arising out of or incident to activities or operations performed by or on behalf of the CONTRACTOR regardless of any prior, concurrent, or subsequent passive negligence by the Indemnitees.
9. THIRD PARTY CLAIMS. In accordance with Public Contracts Code Section 9201, CITY will promptly inform CONTRACTOR regarding third-party claims against CONTRACTOR, but in no event later than ten (10) business days after CITY receives such claims. Such notification will be in writing and forwarded in accordance with the “Notice” section of this Agreement. As more specifically detailed in the contract documents, CONTRACTOR agrees to indemnify and defend the City against any third-party claim.
10. WORKERS COMPENSATION: In accordance with California Labor Code Sections 1860 and 3700, CONTRACTOR and each of its subcontractors will be required to secure the payment of compensation to its employees. In accordance with the provisions of California Labor Code Section 1861, CONTRACTOR, by signing this contract, certifies Docusign Envelope ID: 411B89E1-CB1A-801E-8370-72AD036D99A4 Public Works Agreement
Toro Enterprises, Inc., a California corporation
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 worker's 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.”
11. INSURANCE: With respect to performance of work under this contract, CONTRACTOR shall maintain and shall require all of its subcontractors to maintain insurance as required in the Standard Specifications.
12. ASSIGNMENT: This contract is not assignable nor the performance of either party's duties delegable without the prior written consent of the other party. Any attempted or purported assignment or delegation of any of the rights of obligations of either party without the prior written consent of the other shall be void and of no force and effect.
14. INDEPENDENT CONTRACTOR: CONTRACTOR is and shall at all times remain as to the CITY, a wholly independent contractor. Neither the CITY nor any of its agents shall have control of the conduct of CONTRACTOR or any of CONTRACTOR'S employees, except as herein set forth. CONTRACTOR shall not at any time or in any manner represent that it or any of its agents or employees are in any manner agents or employees of CITY.
15. TAXES: CONTRACTOR is responsible for paying all retail sales and use, transportation, export, import, special or other taxes and duties applicable to, and assessable against any work, materials, equipment, services, processes and operations incidental to or involved in this contract. CONTRACTOR is responsible for ascertaining and arranging to pay them.
The prices established in the contract shall include compensation for any taxes CONTRACTOR is required to pay by laws and regulations in effect at the bid opening date.
16. LICENSES: CONTRACTOR represents and warrants to CITY that it has all licenses, permits, qualifications, insurance, and approvals of whatsoever nature which are legally required of CONTRACTOR to practice its profession. CONTRACTOR represents and warrants to CITY that CONTRACTOR shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement any licenses, permits, insurance, and approvals which are legally required of CONTRACTOR to practice its profession.
CONTRACTOR shall maintain a City of Malibu business license, if required under CITY ordinance.
17. RECORDS: CONTRACTOR shall maintain accounts and records, including personnel, property, and financial records, adequate to identify and account for all costs pertaining to this Agreement and such other records as may be deemed necessary by CITY or any authorized representative, and will be retained for three years after the expiration of this Agreement. All such records shall be made available for inspection or audit by CITY at any time during regular business hours.
18. SEVERABILITY. If any portion of these contract documents are declared by a court of competent jurisdiction to be invalid or unenforceable, then such portion will be deemed Docusign Envelope ID: 411B89E1-CB1A-801E-8370-72AD036D99A4 Public Works Agreement
Toro Enterprises, Inc., a California corporation
modified to the extent necessary in the opinion of the court to render such portion enforceable and, as so modified, such portion and the balance of this Agreement will continue in full force and effect provided that it does not frustrate the mutual intent of the parties herein.
19. WHOLE AGREEMENT: This Agreement supersedes any and all other agreements either oral or written, between the parties and contains all of the covenants and agreements between the parties pertaining to the work of improvements described herein. Each party to this contract acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that any other agreement, statements or promise not contained in this contract shall not be valid or binding. Any modifications of this contract will be effective only if signed by the party to be charged.
20. AUTHORITY: CONTRACTOR affirms that the signatures, titles, and seals set forth hereinafter in execution of this Agreement represent all individuals, firm members, partners, joint ventures, and/or corporate officers having a principal interest herein. Each party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and to bind each respective party. This Agreement may be modified by written amendment. CITY’s City Manager may execute any such amendment on CITY’s behalf.
21. NOTICES: All notices permitted or required under this Agreement shall be in writing, and shall be deemed made when delivered to the applicable party’s representative as provided in this Agreement. Additionally, such notices may be given to the respective parties at the following addresses, or at such other addresses as the parties may provide in writing for this purpose.
Such notices shall be deemed made when personally delivered or when mailed forty-eight (48) hours after deposit in the U.S. mail, first-class postage prepaid, and addressed to the party at its applicable address. Courtesy copies of notices may be sent via electronic mail, provided that the original notice is deposited in the U.S. mail or personally delivered as specified in this Section.
CITY OF MALIBU
23825 Stuart Ranch Road
Malibu, CA 90265
Attn: Tatiana Holden, Assistant Public Works Director/Assistant City Engineer
CONTRACTOR
Toro Enterprises, Inc., a California corporation
2101 East Ventura Blvd.
Oxnard, CA 93036
Trent Royle, President
Docusign Envelope ID: 411B89E1-CB1A-801E-8370-72AD036D99A4 Public Works Agreement
Toro Enterprises, Inc., a California corporation
22. DISPUTES. Disputes arising from this contract will be determined in accordance with the contract documents and Public Contracts Code Sections 10240-10240.13.
23. NON-DISCRIMINATION: No discrimination shall be made in the employment of persons in the work contemplated by this Agreement because of race, religion, color, medical condition, sex, sexual orientation, national origin, political affiliation or opinion, or pregnancy or pregnancy-related condition. A violation of this section exposes CONTRACTOR to the penalties provided for in Labor Code Section 1735.
24. NO THIRD PARTY BENEFICIARY. This Contract and every provision herein is for the exclusive benefit of the Contractor and the City and not for the benefit of any other party.
There will be no incidental or other beneficiaries of any of the Contractor’s or the City’s obligations under this Contract.
25. TIME IS OF ESSENCE. Time is of the essence for each and every provision of the Contract Documents.
26. ACCEPTANCE OF FACSIMILE OR ELECTRONIC SIGNATURES. The Parties agree that this Contract, agreements ancillary to this Contract, and related documents to be entered into in connection with this Contract will be considered signed when the signature of a party is delivered by facsimile transmission or scanned and delivered via electronic mail. Such facsimile or electronic mail copies will be treated in all respects as having the same effect as an original signature.
27. GOVERNING LAW: This Agreement shall be governed by the laws of the State of California, and exclusive venue for any action involving this Contract will be in Los Angeles County.
Docusign Envelope ID: 411B89E1-CB1A-801E-8370-72AD036D99A4 Public Works Agreement
Toro Enterprises, Inc., a California corporation
IN WITNESS WHEREOF, the parties hereto have executed this Agreement with all the formalities required by law on the respective dates set forth opposite their signatures.
This Agreement is executed on this day of , 2026, at Malibu, California, and effective as of _____________, 2026.
CITY OF MALIBU:
_______________________________________
BRUCE SILVERSTEIN, Mayor
ATTEST:
___________________________________
KELSEY PETTIJOHN, City Clerk
(seal)
APPROVED AS TO FORM:
___________________________________
TREVOR RUSIN, Interim City Attorney
CONTRACTOR:
Toro Enterprises, Inc., a California corporation
________________________________________
Trent Royle, President
CONTRACTOR’S State of California License No.
_________________________________________
CONTRACTOR’S Business Phone No.
_________________________________________
CONTRACTOR’S Emergency Phone No. at which
contractor can be reached at any time
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CITY OF MALIBU
PUBLIC WORKS DEPARTMENT
DESIGNED BY: DATE SCALE
APPROVED BY: DATE
DRAWN BY: DATE
ROBERT R. DUBOUX, ESQ., P.E.
CHECKED BY: DATE SPECIFICATION NUMBER: PUBLIC WORKS DIRECTOR/CITY ENGINEER RCE NO. 57943
DATE Sheet of
Agenda Item # 1.B.8.
Council Agenda Report
To: Mayor Silverstein and the Honorable Members of the City Council Prepared by: Kelsey Pettijohn, City Clerk
Approved by: Joseph D. Irvin, City Manager
Date prepared: July 27, 2026 Meeting date: August 10, 2026 Subject: Resolution Extending the Declaration of the Existence of a Local Emergency Regarding the Palisades Fire
RECOMMENDED ACTION: Adopt Resolution No. 26-58, extending the declaration of the existence of a local emergency in response to the Palisades Fire.
FISCAL IMPACT: There is no fiscal impact associated with the recommended action. The existence of the local emergency will potentially help qualify the City and its residents for reimbursement for certain disaster response expenditures.
STRATEGIC PLAN IMPLEMENTATION: This item supports the City’s 2025 Strategic Plan Goal 1 - Support Community Rebuilding and Long-Term Recovery.
DISCUSSION: On January 7, 2025, the Palisades Fire started in or around Pacific Palisades and was driven into City limits by a historic Santa Ana Wind event causing hurricane-strength winds in neighboring areas and the City. The strong Santa Ana Winds have created difficulties mitigating the fire and impaired the ability of airborne fire-fighting.
The fire combined with high winds and power outages created conditions of extreme peril to the safety of persons and property
On January 14, 2025, the City Council adopted Resolution No. 25-01, confirming the existence of a local emergency and ratifying the Proclamation of Existence of a Local Emergency.
On May 23, 2025, Pacific Coast Highway was opened to the public, and the California National Guard demobilized, leaving fire-impacted neighborhoods vulnerable as an influx of visitors began entering the city. Areas affected by disasters frequently become targets City Council Meeting
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Item
1.B.8.
Agenda Item # 1.B.8.
of criminal activity, including the burglary of uninhabited homes and businesses due to damage and the theft of building materials during the reconstruction process.
The fire caused major disruptions to Malibu’s commercial areas, with many businesses experiencing temporary closures, reduced access, severe revenue losses, and some being completely devastated. Because local businesses provide essential services, jobs, and economic stability, the City finds that supporting their recovery is critical. Providing targeted assistance, such as small business grant funding, coordination with state and federal resources, and other temporary relief measures is needed to help affected businesses reopen, rebuild, and recover Malibu’s local economy.
Government Code Section 8630 requires that the City Council review the need for continuing a local emergency at least once every 60 days until the City Council terminates the local emergency.
As such, City staff recommends adopting Resolution No. 26-58 extending the declaration of the existence of a local emergency. If adopted, the City Council will review, and as needed renew, this action at least every 60 days.
ATTACHMENTS: Resolution No. 26-58
RESOLUTION NO. 26-58
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MALIBU
EXTENDING THE DECLARATION OF THE EXISTENCE OF A LOCAL
EMERGENCY IN RESPONSE TO THE PALISADES FIRE
The City Council of the City of Malibu does hereby find, order and resolve as follows:
SECTION 1. Recitals.
A. On January 7, 2025, the Palisades Fire started in or around Pacific Palisades and was driven into City limits by a historic Santa Ana Wind event causing hurricane-strength winds in neighboring areas and the City. The strong Santa Ana Winds created difficulties mitigating the fire and impaired the ability of airborne fire-fighting. The fire combined with high winds and power outages created conditions of extreme peril to the safety of persons and property.
B. The Acting Director of Emergency Services of the City proclaimed the existence of a local emergency on January 8, 2025.
C. On January 14, 2025, the City Council adopted Resolution No. 25-01, confirming the existence of a local emergency and ratifying the Proclamation of Existence of a Local Emergency.
D. On March 10, 2025, the City Council adopted Resolution No. 25-09, extending the declaration of the existence of a local emergency in response to the Palisades Fire.
E. On April 28, 2025, the City Council adopted Resolution No. 25-16, extending the declaration of the existence of a local emergency in response to the Palisades Fire.
F. On June 23, 2025, the City Council adopted Resolution No. 25-34, extending the declaration of the existence of a local emergency in response to the Palisades Fire.
G. On August 11, 2025, the City Council adopted Resolution No. 25-43, extending the declaration of the existence of a local emergency in response to the Palisades Fire.
H. On September 29, 2025, the City Council adopted Resolution No. 25-48, extending the declaration of the existence of a local emergency in response to the Palisades Fire.
I. On November 24, 2025, the City Council adopted Resolution No. 25-58, extending the declaration of the existence of a local emergency in response to the Palisades Fire.
J. On January 12, 2026, the City Council adopted Resolution No. 26-04, extending the declaration of the existence of a local emergency in response to the Palisades Fire.
K. On March 9, 2026, the City Council adopted Resolution No. 26-12, extending the declaration of the existence of a local emergency in response to the Palisades Fire.
L. On April 27, 2026, the City Council adopted Resolution No. 26-23, extending the declaration of the existence of a local emergency in response to the Palisades Fire.
Resolution No. 26-58
_____________________
M. On June 22, 2026, the City Council adopted Resolution No. 26-41, extending the declaration of the existence of a local emergency in response to the Palisades Fire.
N. On May 23, 2025, Pacific Coast Highway was opened to the public, and the California National Guard demobilized, leaving fire-impacted neighborhoods vulnerable as an influx of visitors began entering the city. Areas affected by disasters frequently become targets of criminal activity, including the burglary of uninhabited homes and businesses due to damage and the theft of building materials during the reconstruction process.
O. The fire caused major disruptions to Malibu’s commercial areas, with many businesses experiencing temporary closures, reduced access, severe revenue losses, and some being completely devastated. Because local businesses provide essential services, jobs, and economic stability, the City finds that supporting their recovery is critical. Providing targeted assistance, such as small business grant funding, coordination with state and federal resources, and other temporary relief measures is needed to help affected businesses reopen, rebuild, and recover Malibu’s local economy.
SECTION 2. The City Council has reviewed the staff report and conditions justifying the state of local emergency in the City and finds that the declaration of a local emergency remains valid and necessary due to the on-going recovery efforts. Such conditions result in extreme peril to the safety of persons and property located in the City.
SECTION 3. The local emergency shall be deemed to continue and exist until its termination is proclaimed by the City Council. As required by law, the City Council shall review the need to continue the state of emergency every 60 days until this resolution is terminated.
SECTION 4. The City Clerk shall certify to the passage and adoption of this resolution and enter it into the book of original resolutions.
PASSED, APPROVED, and ADOPTED this __ day of _____ 2026. _____________________________
BRUCE SILVERSTEIN, Mayor
ATTEST:
__________________________________
KELSEY PETTIJOHN, City Clerk
(seal)
Resolution No. 26-58
_____________________
APPROVED AS TO FORM:
________________________________
TREVOR RUSIN, Interim City Attorney
Agenda Item # 1.B.9.
Council Agenda Report
To: Mayor Silverstein and the Honorable Members of the City Council Prepared by: Renée Neermann, Financial Controller
Reviewed by: Christopher Smith, Assistant City Manager
Approved by: Joseph D. Irvin, City Manager
Date prepared: July 20, 2026 Meeting date: August 10, 2026 Subject: Professional Services Agreement with Quinto Consulting, LP for City Treasurer Services
RECOMMENDED ACTION: Authorize the Mayor to execute an agreement with Quinto Consulting, LP for City Treasurer Services.
FISCAL IMPACT: No additional appropriation is required. Funding in the amount of $40,000 for the initial year of this three-year agreement/project is included in the Adopted Budget for FY 2026-27 in Account No. 100-7054-5100-00. Beginning with the second contract year, and on each anniversary thereafter, the annual not-to-exceed compensation may be increased by up to three percent (3%) for a total contract amount not to exceed $123,636. Funding for subsequent years of the agreement will be budgeted accordingly through the annual budget process.
STRATEGIC PLAN IMPLEMENTATION: N/A
DISCUSSION: Section 2.16.010 of the Malibu Municipal Code (MMC) states, in part, that “the City Council shall appoint a City Treasurer who shall be responsible for the safe deposit of all moneys in the custody of the City and shall perform all the duties prescribed by law and as may be assigned by City Council.”
In 2020, the City initiated a Request for Proposals (RFP) process to identify a consultant to perform the City Treasurer functions outlined in the MMC. After reviewing the proposal and qualifications of Ruth F. Quinto, the City entered into a two-year agreement, followed by two subsequent amendments which extended the agreement through November 13, 2025. On January 12, 2026, the Council approved Amendment No. 3, which extended the City Council Meeting
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term through June 30, 2026. At that time, the City Council directed staff to develop and issue an RFP for City Treasurer and Investment Advisory services and assigned the Administration and Finance Subcommittee to review the proposals and make a recommendation to the City Council regarding the selection of a City Treasurer.
Due to higher-priority operational demands, the RFP process was delayed. However, the solicitation, which combined Treasury Services and Investment Advisory Services into a single procurement, was issued on February 18, 2026. Following review, staff determined that conducting separate procurements would better serve the City’s interests by allowing each service to be evaluated independently. Accordingly, the original solicitation was canceled and reissued as two separate RFPs—one for Treasury Services and one for Investment Advisory Services—to better reflect the distinct scopes of work and encourage broader competition. The separate RFPs were issued on May 5, 2026, and closed on May 29, 2026.
The City has received eight proposals for Investment Advisory Services. Staff is currently interviewing firms and will present evaluations and recommendations to the Administrative and Finance Subcommittee for review prior to forwarding a recommendation to the City Council for final consideration.
For Treasury Services, the City received four proposals. Staff evaluated the proposals based on the stated selection criteria, including qualifications, experience, and cost. Based on this evaluation, staff identified Ms. Ruth Quinto of Quinto Consulting LP as the proposer that best aligns with the City’s needs and recommends selection of Ms. Quinto as the City Treasurer. The Administration and Finance Subcommittee is scheduled to meet on August 5, 2026 and their recommendation will be verbally reported at the City Council Meeting on August 10, 2026.
Ms. Quinto is a Certified Public Accountant licensed in the State of California and has provided treasury services to the City of Malibu from November 2020 to the present. Her familiarity with the City’s operational processes, financial environment, and institutional history provides immediate continuity, supports informed decision-making, and promotes uninterrupted service delivery.
The agreement provides for standard monthly City Treasurer services, as well as additional on-call, hourly services as directed by the City Manager or the City Manager’s designee, to address additional tasks and assignments as they arise throughout the year.
ATTACHMENTS: City Treasurer Proposal from Quinto Consulting LP Professional Services Agreement with Quinto Consulting LP
PROFESSIONAL SERVICES AGREEMENT
This Professional Services Agreement (the “Agreement”) is made and entered into as of July, 2026, by and between the City of Malibu, a municipal corporation (hereinafter referred to as the "City"), and Quinto Consulting LP, a California limited partnership (hereinafter referred to as "Consultant"). City and Consultant are herein collectively referred to as “Parties” and separately as a “Party”.
The City and the Consultant agree as follows:
R E C I T A L S
A. The City does not have the personnel able and/or available to perform the services required under this Agreement.
B. The City desires to contract with Consultant for professional services relating to City Treasurer Services.
C. The Consultant warrants to the City that it has the qualifications, experience and facilities to perform the services under this Agreement in a proper and timely manner.
D. The City and the Consultant desire to enter into this Agreement for the Consultant to perform the services described in this Agreement, including those set forth in Exhibit A.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1.0 SCOPE OF THE CONSULTANT’S SERVICES. The Consultant agrees to provide the services and perform the tasks set forth in Exhibit A (the “Scope of Work”), attached hereto and made part of this Agreement, except that, to the extent that any provision in Exhibit A conflicts with this Agreement, the provisions of this Agreement govern. The Scope of Work may be amended from time to time by way of a written directive from the City.
2.0 TERM OF AGREEMENT. This Agreement will become effective on July 1, 2026, and will remain in effect for a period of three years from said date unless otherwise expressly extended and agreed to by both Parties or terminated by either Party as provided herein.
3.0 CITY AGENT. The City Manager, or his or her designee (collectively, the “City Manager”), for the purposes of this Agreement, is the agent for the City; whenever approval or authorization is required, Consultant understands that the City Manager has the authority, but not the requirement, to provide that approval or authorization.
4.0 COMPENSATION FOR SERVICES. The City shall pay the Consultant for its professional services rendered and costs incurred pursuant to this Agreement in accordance with the Scope of Work’s fee and cost schedule. The cost of services shall not exceed Forty Thousand Dollars ($40,000) per year. Beginning with the second contract year, and on each anniversary Docusign Envelope ID: 63F90D1F-7390-8841-83D3-EC7159D3CAA9 thereafter, the annual not-to-exceed compensation may be increased by up to three percent (3%) for a total amount not to exceed $123,636 for the term of the Agreement. No additional compensation shall be paid for any other costs or expenses incurred, unless first approved by the City Manager in writing.
4.1 The Consultant shall submit to the City, by no later than the 10th day of each month, its bill for services itemizing the fees and costs incurred during the previous month. The City shall pay the Consultant all uncontested amounts set forth in the Consultant's bill within 30 days after it is received.
5.0 CONFLICT OF INTEREST. The Consultant represents that it presently has no interest and shall not acquire any interest, direct or indirect, in any real property located in the City which may be affected by the services to be performed by the Consultant under this Agreement.
The Consultant further represents that in performance of this Agreement, no person having any such interest shall be employed by it.
5.1 The Consultant represents that no City employee or official has a material financial interest in the Consultant’s business. During the term of this Agreement and/or as a result of being awarded this contract, the Consultant shall not offer, encourage or accept any financial interest in the Consultant’s business to or by any City employee or official. This Section 5.1 shall apply to any subcontractor hired by Consultant to perform service under this Agreement.
5.2 If a portion of the Consultant’s services called for under this Agreement shall ultimately be paid for by reimbursement from and through an agreement with a developer of any land within the City or with a City franchisee, the Consultant warrants that it has not performed any work for such developer/franchisee within the last twelve (12) months, and shall not negotiate, offer or accept any contract or request to perform services for that identified developer/franchisee during the term of this Agreement.
6.0 GENERAL TERMS AND CONDITIONS.
6.1 Termination.
6.1.1 Termination Without Cause. Either the City Manager or the Consultant may terminate this Agreement, without cause, by giving the other Party ten (10) days written notice of such termination and the effective date thereof. If the City terminates this Agreement without cause, the Consultant shall prepare and shall be entitled to receive compensation pursuant to a close-out bill for services rendered and fees incurred pursuant to this Agreement through the effective date of the notice of termination. If the Consultant terminates this Agreement without cause, the Consultant shall be paid only for those services completed in a manner satisfactory to the City.
6.1.2 Termination For Cause. If the Consultant or the City fail to fulfill in a timely and proper manner its obligations under this Agreement, or if the Consultant or the City violate any of the covenants, agreements, or stipulations of this Agreement, the Consultant or the City shall have the right to terminate this Agreement by giving written notice to the other party of such termination and specifying the effective date of such termination. The Consultant shall be entitled to receive compensation in accordance with the terms of this Agreement for any work Docusign Envelope ID: 63F90D1F-7390-8841-83D3-EC7159D3CAA9 satisfactorily completed hereunder. Notwithstanding the foregoing, the Consultant shall not be relieved of liability for damage sustained by virtue of any breach of this Agreement and any payments due under this Agreement may be withheld to off-set anticipated damages.
6.1.3 In the event of any termination hereunder, all finished or unfinished documents, reports, photographs, films, charts, data, studies, surveys, drawings, models, maps, or other documentation prepared by or in the possession of the Consultant under this Agreement shall be immediately returned to the City.
6.2 Non-Assignability. The Consultant shall not assign or transfer any interest in this Agreement without the express, prior written consent of the City.
6.3 Non-Discrimination. The Consultant shall not discriminate as to race, creed, gender, color, national origin, or sexual orientation in the performance of its services and duties pursuant to this Agreement.
6.4 Insurance. The Consultant shall submit to the City certificates indicating compliance with the following minimum insurance requirements no less than one (1) day prior to beginning of performance under this Agreement. Consultant further agrees to comply with all provisions in the attached Exhibit B (“Insurance Requirements”), attached hereto and made part of this Agreement.
6.5 Indemnification. To the fullest extent permitted by law, Consultant shall indemnify and hold harmless City and any and all of its officials, employees, agents, and/or volunteers (“Indemnified Parties”) from and against any and all losses, liabilities, damages, costs, and expenses, including attorneys’ fees and costs, caused in whole or in part by the negligent or wrongful act, error or omission of Consultant, its officers, agents, employees or subconsultants (or any agency or individual that Consultant shall bear the legal liability thereof) in the performance of services under this Agreement. Consultant’s duty to indemnify and hold harmless City shall not extend to the City’s sole or active negligence or willful misconduct.
6.5.1. Duty to defend. In the event the Indemnified Parties, individually or collectively, are made a party to any action, lawsuit, or other adversarial proceeding arising from the performance of the services encompassed by this Agreement, and upon demand by City, Consultant shall defend the Indemnified Parties at Consultant’s cost or at City’s option, to reimburse City for its costs of defense, including reasonable attorney’s fees and costs incurred in the defense of such matters to the extent the matters arise from, relate to or are caused by Consultant’s negligent acts, errors or omissions. Payment by City is not a condition precedent to enforcement of this provision. In the event of any dispute between Consultant and City, as to whether liability arises from the sole or active negligence or willful misconduct of the City or its officers, employees, or agents, Consultant will be obligated to pay for City’s defense until such time as a final judgment has been entered adjudicating the Indemnified Parties as solely or actively negligent or to have acted with willful misconduct. Consultant will not be entitled in the absence of such a determination to any reimbursement of defense costs including but not limited to attorney’s fees, expert fees, and costs of litigation.
6.6 Compliance with Applicable Law. The Consultant and the City shall comply with all applicable laws, ordinances, and codes of the federal, state, county, and city governments, including, without limitation, Malibu Municipal Code Chapter 5.36 Minimum Docusign Envelope ID: 63F90D1F-7390-8841-83D3-EC7159D3CAA9 Wage.
6.7 Independent Contractor. This Agreement is by and between the City and the Consultant and is not intended, and shall not be construed, to create the relationship of agency, servant, employee, partnership, joint venture, or association, as between the City and the Consultant.
6.7.1. The Consultant shall be an independent contractor and shall have no power to incur any debt or obligation for or on behalf of the City. Neither the City nor any of its officers or employees shall have any control over the conduct of the Consultant, or any of the Consultant’s employees, except as herein set forth, and the Consultant expressly warrants not to, at any time or in any manner, represent that it, or any of its agents, servants or employees are in any manner employees of the City, it being distinctly understood that the Consultant is and shall at all times remain to the City a wholly independent contractor and the Consultant's obligations to the City are solely such as are prescribed by this Agreement.
6.8 Copyright. No reports, maps or other documents produced in whole or in part under this Agreement shall be the subject of an application for copyright by or on behalf of the Consultant.
6.9 Legal Construction.
a) This Agreement is made and entered into in the State of California and shall in all respects be interpreted, enforced, and governed under the laws of the State of California. Any and all disputes arising from this Agreement shall be decided solely and exclusively by state or federal courts located in Los Angeles County. b) This Agreement shall be construed without regard to the identity of the persons who drafted its various provisions. Each and every provision of this Agreement shall be construed as though each of the Parties participated equally in the drafting of same, and any rule of construction that a document is to be construed against the drafting party shall not be applicable to this Agreement. c) The article and section, captions and headings herein have been inserted for convenience only and shall not be considered or referred to in resolving questions of interpretation or construction.
d) Whenever in this Agreement the context may so require, the masculine gender shall be deemed to refer to and include the feminine and neuter, and the singular shall refer to and include the plural.
6.10 Counterparts. This Agreement may be executed in counterparts and as so executed shall constitute an agreement which shall be binding upon all Parties hereto.
6.11 Final Payment Acceptance Constitutes Release. The acceptance by the Consultant of the final payment made under this Agreement shall operate as and be a release of the City from all claims and liabilities for compensation to the Consultant for anything done, furnished or relating to the Consultant’s work or services. Acceptance of payment shall be any Docusign Envelope ID: 63F90D1F-7390-8841-83D3-EC7159D3CAA9 negotiation of the City’s check or the failure to make a written extra compensation claim within ten (10) calendar days of the receipt of that check. However, approval or payment by the City shall not constitute, nor be deemed, a release of the responsibility and liability of the Consultant, its employees, sub-consultants and agents for the accuracy and competency of the information provided and/or work performed; nor shall such approval or payment be deemed to be an assumption of such responsibility or liability by the City for any defect or error in the work prepared by the Consultant, its employees, sub-consultants and agents.
6.12 Corrections. In addition to the above indemnification obligations, the Consultant shall correct, at its own expense, all errors in the work which may be disclosed during the City’s review of the Consultant’s report or plans during or after the Term of this Agreement.
Should the Consultant fail to make such corrections in a reasonably timely manner, such corrections shall be made by the City, and the cost thereof shall be charged to the Consultant. If the City corrections occur during the Term, such charged costs shall be deducted from amounts otherwise owed to the Consultant. If the corrections occur after the Term and final payment to the Consultant, the amount charged shall be due and payable within 45 days after written notice of the City’s invoice.
6.13 Files. All files of the Consultant pertaining to the City shall be and remain the property of the City. The Consultant will control the physical location of such files during the term of this Agreement and shall be entitled to retain copies of such files upon termination of this Agreement.
6.14 Waiver; Remedies Cumulative. Failure by a Party to insist upon the performance of any of the provisions of this Agreement by the other Party, irrespective of the length of time for which such failure continues, shall not constitute a waiver of such Party's right to demand compliance by such other party in the future. No waiver by a Party of a default or breach of the other Party shall be effective or binding upon such Party unless made in writing by such Party, and no such waiver shall be implied from any omissions by a Party to take any action with respect to such default or breach. No express written waiver of a specified default or breach shall affect any other default or breach, or cover any other period of time, other than any default or breach and/or period of time specified. All of the remedies permitted or available to a Party under this Agreement, or at law or in equity, shall be cumulative and alternative, and invocation of any such right or remedy shall not constitute a waiver or election of remedies with respect to any other permitted or available right of remedy.
6.15 Mitigation of Damages. In all such situations arising out of this Agreement, the Parties shall attempt to avoid and minimize the damages resulting from the conduct of the other Party.
6.16 Partial Invalidity. If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way.
6.17 Attorneys’ Fees and Costs. The Parties hereto acknowledge and agree that each will bear his/her or its own costs, expenses and attorneys' fees arising out of and/or connected with the negotiation, drafting and execution of the Agreement, and all matters arising out of or connected therewith except that, in the event any action is brought by any Party hereto to enforce Docusign Envelope ID: 63F90D1F-7390-8841-83D3-EC7159D3CAA9 this Agreement, the prevailing party in such action shall be entitled to reasonable attorneys' fees and costs in addition to all other relief to which that Party or those Parties may be entitled.
6.18 Entire Agreement. This Agreement constitutes the whole agreement between the City and the Consultant, and neither Party has made any representations to the other except as expressly contained herein. Neither Party, in executing or performing this Agreement, is relying upon any statement or information not contained in this Agreement. Any changes, amendments, or modifications to this Agreement must be approved in advance and in writing, and executed by authorized representatives of both the City and the Consultant.
6.19 Notices. Any notice required to be given hereunder shall be deemed to have been given by depositing said notice in the United States mail, postage prepaid, and addressed as follows:
CITY: Joseph D. Irvin CONSULTANT: Quinto Consulting LP
City Manager Ruth F. Quinto, CPA
City of Malibu Managing Director
23825 Stuart Ranch Road 11543 N. Range View Drive
Malibu, CA 90265-4861 Fresno, CA 93730
TEL (310) 456-2489 x 226 TEL (559) 970-5629
FAX (310) 456-2760
6.20 Warranty of Authorized Signatories and Acceptance of Facsimile or Electronic Signatures. Each of the signatories hereto warrants and represents that he or she is competent and authorized to enter into this Agreement on behalf of the party for whom he or she purports to sign. The Parties agree that this Contract, agreements ancillary to this Contract, and related documents to be entered into in connection with this Contract will be considered signed when the signature of a party is delivered physically or by facsimile transmission or scanned and delivered via electronic mail. Such facsimile or electronic mail copies will be treated in all respects as having the same effect as an original signature.
6. 21 Standard of Care. Consultant shall perform all services under this Agreement in accordance with the standard of care ordinarily exercised by members of the same profession practicing under similar circumstances at the same time and in the same or similar locality.
Consultant shall perform its services in a timely, competent, and professional manner and in accordance with all applicable laws and regulations.
6.22 Public Records Act Compliance. Consultant acknowledges that the City is subject to the California Public Records Act (Government Code section 7920.000 et seq.). Consultant agrees to cooperate with the City in responding to any request for records relating to this Agreement or Consultant’s performance of services. Consultant shall promptly provide any such records requested by the City and acknowledges that such records may be subject to disclosure unless exempt from disclosure under applicable law.
6.23 Records Retention and Audit. Consultant shall maintain complete and accurate records relating to the performance of services under this Agreement, including all books, documents, papers, and accounting records. Consultant shall retain such records for a period of at least three (3) years following completion or termination of this Agreement, or longer if required Docusign Envelope ID: 63F90D1F-7390-8841-83D3-EC7159D3CAA9 by law or by written directive from the City. Upon reasonable notice, the City or its authorized representatives shall have the right to inspect and audit such records during normal business hours.
6.24 Ownership of Work Product. All reports, documents, data, studies, drawings, specifications, maps, photographs, and other materials prepared or assembled by Consultant in connection with the performance of services under this Agreement (“Work Product”) shall become the property of the City upon creation and shall be delivered to the City upon request or upon completion or termination of this Agreement. Consultant may retain copies for its files, if and when appropriate, but shall not use or disclose the Work Product for any purpose unrelated to this Agreement without the prior written consent of the City.
6.25 Confidentiality and Public Communications. Consultant shall maintain the confidentiality of any non-public information obtained in the course of performing services under this Agreement and shall not disclose such information to any third party without the prior written consent of the City unless required by law. Consultant shall take reasonable measures to protect such information from unauthorized use or disclosure.
Consultant shall not make any public statement, press release, social media post, or other public communication regarding the services performed under this Agreement, the City, or this Agreement without the prior approval of the City. Consultant shall conduct itself in a professional manner and shall not engage in conduct that would reasonably be expected to reflect adversely on the City in connection with the performance of services under this Agreement.
6.26 Subcontractors. Consultant shall not subcontract any portion of the services to be performed under this Agreement without the prior written approval of the City, except to the extent subcontracting is expressly authorized in this Agreement. Consultant shall remain fully responsible for the performance of all services under this Agreement and for the acts and omissions of any subcontractors and their employees or agents.
6.27 Survival. The provisions of this Agreement that by their nature are intended to survive termination or expiration of this Agreement, including but not limited to provisions relating to indemnification, confidentiality, records retention, ownership of work product, and audit rights, shall survive the termination or expiration of this Agreement.
7.0 ADDITIONAL TERMS AND CONDITIONS. (City and Consultant initials required at EITHER 7.1 or 7.2, but not both)
7.1 Disclosure Required. By their respective initials next to this paragraph, City and Consultant hereby acknowledge that Consultant is a “consultant” for the purposes of the California Political Reform Act because Consultant’s duties would require him or her to make one or more of the governmental decisions set forth in Fair Political Practices Commission Regulation 18700.3(a) or otherwise serves in a staff capacity for which disclosure would otherwise be required were Consultant employed by the City. Consultant hereby acknowledges his or her assumingoffice, annual, and leaving-office financial reporting obligations under the California Political Reform Act and the City’s Conflict of Interest Code and agrees to comply with those obligations at his or her expense. Prior to consultant commencing services hereunder, the City’s Manager shall prepare and deliver to consultant a memorandum detailing the extent of Consultant’s disclosure obligations in accordance with the City’s Conflict of Interest Code.
Docusign Envelope ID: 63F90D1F-7390-8841-83D3-EC7159D3CAA9 City Initials ______
Consultant Initials ______
7.2 Disclosure not Required. By their initials next to this paragraph, City and Consultant hereby acknowledge that Consultant is not a “consultant” for the purpose of the California Political Reform Act because Consultant’s duties and responsibilities are not within the scope of the definition of consultant in Fair Political Practice Commission Regulation 18700.3(a) and is otherwise not serving in staff capacity in accordance with the City’s Conflict of Interest Code.
City Initials ______
Consultant Initials ______
This Agreement is executed on _____________________.
CONSULTANT, a California limited partnership:
By: _________________________________
Name: RUTH F. QUINTO, CPA
Title: Managing Director, Quinto Consulting LP
CITY OF MALIBU, a municipal corporation:
___________________________________
BRUCE SILVERSTEIN, Mayor
ATTEST:
___________________________________
KELSEY PETTIJOHN, City Clerk
(seal)
APPROVED AS TO FORM:
___________________________________
TREVOR RUSIN, Interim City Attorney
Docusign Envelope ID: 63F90D1F-7390-8841-83D3-EC7159D3CAA9
EXHIBIT A
SCOPE OF WORK
QUINTO
consulting
RUTH F. QUINTO,
CPA May 21, 2026 11543 N. RANGE VIEW DR.
FRESNO, CA 93730
Renee Neermann (559) 970-5629
Financial Controller [email protected]
City of Malibu
23825 Stuart Ranch Road Malibu CA,
90265
Dear Ms. Neermann,
Quinto Consulting LP is pleased to submit this proposal to provide Treasury Services to the City of Malibu.
Municipalities have a fiduciary responsibility to safeguard public funds, maintain adequate liquidity, and manage resources in accordance with law and adopted policies. An effective treasury function supports not only investment oversight but also strong internal controls, sound cash management, reliable reporting, and informed recommendations for financial decision-making.
I am uniquely qualified to continue serving the City of Malibu in this capacity. Since November 2020, I have provided treasury services to the City, including oversight of cash management, investment monitoring, internal control review, and financial reporting support. I have also provided recommendations regarding the City's investment program and related financial practices. This experience, combined with my background in municipal finance and treasury management, positions me to continue providing responsive, practical, and policy-compliant support to the City.
My approach is conservative and policy-based. Treasury Services will be performed in accordance with California Government Code Sections 53600 et seq., the City's adopted Investment Policy, and the City's operational needs. The focus of the engagement will remain on safety of principal, liquidity sufficient to meet operational cash flow needs, policy compliance, and clear communication with City staff and the City Council.
As the managing director and sole member of Quinto Consulting LP, I will personally perform the Treasury Services described in this proposal throughout the duration of the contract and will remain the primary point of contact for the engagement. Quinto Consulting LP complies with all applicable federal and state nondiscrimination requirements.
Understanding that only exceptions noted in the proposal are subject to negotiation, this proposal contains no exceptions to the City's terms and contract conditions, including, but not limited to, Docusign Envelope ID: 63F90D1F-7390-8841-83D3-EC7159D3CAA9 Professional Services Agreement
Quinto Consulting LP
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insurance and the Agreement for Professional Services. This proposal is valid for 1 50 days. I appreciate the opportunity to submit this proposal and would be honored to continue serving the City of Malibu. Should you require additional information, please contact me directly.
Respectfully,
Ruth F. Quinto, CPA
Managing Director
Docusign Envelope ID: 63F90D1F-7390-8841-83D3-EC7159D3CAA9 Professional Services Agreement
Quinto Consulting LP
Updated 4/27/2026
Docusign Envelope ID: 63F90D1F-7390-8841-83D3-EC7159D3CAA9 Professional Services Agreement
Quinto Consulting LP
Updated 4/27/2026
Docusign Envelope ID: 63F90D1F-7390-8841-83D3-EC7159D3CAA9 Professional Services Agreement
Quinto Consulting LP
Updated 4/27/2026
Docusign Envelope ID: 63F90D1F-7390-8841-83D3-EC7159D3CAA9 Professional Services Agreement
Quinto Consulting LP
Updated 4/27/2026
Docusign Envelope ID: 63F90D1F-7390-8841-83D3-EC7159D3CAA9 Professional Services Agreement
Quinto Consulting LP
Updated 4/27/2026
EXHIBIT B
INSURANCE REQUIREMENTS
Without limiting Consultant’s indemnification of City, and prior to commencement of work and/or 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.
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 Work to be performed under this Agreement, including coverage for any owned, hired, non-owned, or rented vehicles, in an amount not less than $300,000 combined single limit for each accident.
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 $250,000 per claim and $500,000 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 years after completion of the services required by this agreement.
OTHER PROVISIONS OR REQUIREMENTS
Proof of Insurance. Consultant shall provide certificates of insurance and required endorsements to City as evidence of the insurance coverage required herein. Insurance certificates and endorsements must be approved by City’s Risk Manager prior to commencement of performance.
Current certification of insurance shall be kept on file with City for the contract period and any additional length of time required thereafter. City reserves the right to require complete, certified copies of all required insurance policies, at any time.
Duration of Coverage. Consultant shall procure and maintain for the contract period, and any additional length of time required thereafter, insurance against claims for injuries to persons or damages to property, or financial loss which may arise from or in connection with the performance of the Work hereunder by Consultant, their agents, representatives, employees, or subconsultants.
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.
City’s Rights of Enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary, and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement.
Docusign Envelope ID: 63F90D1F-7390-8841-83D3-EC7159D3CAA9 Professional Services Agreement
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Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or 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 VII (or larger) in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by the City’s Risk Manager.
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.
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.
Requirements Not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.
Notice of Cancellation. Consultant agrees to oblige its insurance agent or broker and insurers to provide the City with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage. If any of the Consultant’s insurers are unwilling to provide such notice, then Consultant shall have the responsibility of notifying the City immediately in the event of Consultant’s failure to renew any of the required insurance coverages, or insurer’s cancellation or non-renewal.
Additional Insured Status. General liability and automobile liability insurance policies shall provide or be endorsed to provide that City and its officers, officials, employees, agents, and volunteers shall be additional insureds under such policies.
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.
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 Docusign Envelope ID: 63F90D1F-7390-8841-83D3-EC7159D3CAA9 Professional Services Agreement
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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.
Pass Through Clause. Consultant agrees to ensure that any approved subconsultants, subcontractors, and any other party who is brought onto or involved in the project/service by Consultant (hereinafter collectively “Subcontractor”), provide the same minimum insurance coverage and endorsements required of Consultant under this Agreement. 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. However, in the event Consultant’s Subcontractor cannot comply with this requirement, which proof must be submitted to the City, Consultant may still be able to utilize the Subcontractor provided Consultant shall be required to ensure that its Subcontractor provide and maintain insurance coverage and endorsements sufficient to the specific risk of exposure involved with Subcontractor’s scope of work and services, with limits less than required of the Consultant, but in all other terms consistent with the Consultant’s requirements under this Agreement. This provision does not relieve the Consultant of its contractual obligations under the Agreement and/or limit its liability to the amount of insurance coverage provided by its subcontractors. This provision is intended solely to provide Consultant with the ability to utilize a Subcontractor who may be otherwise qualified to perform the work or services but may not carry the same insurance limits as required of the Consultant under this Agreement given the limited scope of work or services provided by the subcontractor. Consultant agrees that upon request, all agreements with Subcontractors, and others engaged in the project and/or services, will be submitted to City for review.
City’s Right to Revise Specifications. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days’ advance written notice of such change. If such a change results in substantial additional costs to the Consultant, the City and Consultant may renegotiate the Consultant’s compensation.
Self-Insured Retentions. Any self-insured retentions must be declared to and approved by the City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible, or require proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention through confirmation from the underwriter.
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.
Additional Insurance. The 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.
Docusign Envelope ID: 63F90D1F-7390-8841-83D3-EC7159D3CAA9
Council Agenda Report
To: Mayor Silverstein and the Honorable Members of the City Council Prepared by: Yolanda Bundy, Community Development Director Approved by: Joseph D. Irvin, City Manager
Date prepared: July 22, 2026 Meeting date: August 10, 2026 Subject: Professional Services Agreement for On-Call Geotechnical, Coastal Engineering, and Environmental Health Review Consulting Services for Non-Fire Rebuild Projects
RECOMMENDED ACTION: Authorize the Mayor to execute a professional services agreement with NV5, Inc. to provide geotechnical, coastal engineering, and environmental health review consulting services for non-fire rebuild projects.
FISCAL IMPACT: Funding for these services is generated from fees for geology, geotechnical engineering, coastal engineering, and environmental health plan check services and is included in the Proposed Budget for Fiscal Year 2026-2027 in Account No. 101-2004-5100 (Building Safety Professional Services) and Account No. 101-2010- 5100 (Wastewater Management Professional Services).
As part of the Fiscal Year 2026-2027 budget development process, appropriations for Building Safety Professional Services were reduced to align with Citywide fiscal priorities. Accordingly, staff negotiated a scope of services that prioritizes the City's core regulatory review functions while remaining within available appropriations. The proposed agreement focuses on geotechnical, coastal engineering, and environmental health peer review services, including limited public counter support.
To improve cost predictability and budget management, the agreement incorporates fixed-fee compensation for routine plan review services and establishes not-to-exceed amounts for specialized services and public counter support. This approach provides greater certainty regarding annual expenditures while ensuring the City maintains access to qualified technical expertise to support permit processing and development review activities.
City Council Meeting
08-10-26
Item
1.B.10.
Certain administrative, customer service, and program management functions historically provided through consultant support are not included in the proposed agreement and may be addressed through existing staffing resources, salary savings associated with vacant positions, or future Council action, as necessary.
STRATEGIC PLAN IMPLEMENTATION: N/A
DISCUSSION: On December 1, 2025, the City released a Request for Proposals (RFP) for Geotechnical, Coastal Engineering, and Environmental Health Peer Review Services in support of the City's development process. Applicants were required to demonstrate their qualifications, experience, technical expertise, and ability to provide the requested services.
Following a comprehensive evaluation of the proposals, staff invited selected firms to participate in interviews, which were conducted on April 22, 2026. Based on the written proposals and interview presentations, Cotton, Shires and Associates and NV5 were identified as the two most qualified firms. On June 22, 2026, the City Council approved a professional services agreement with Cotton, Shires and Associates while staff continued negotiations with NV5.
Currently, NV5 is under contract with the City to provide geotechnical, coastal engineering, and environmental health review services for Palisades Fire rebuild projects. Because the services contemplated under this agreement will support routine development applications unrelated to fire recovery, a separate professional services agreement is necessary.
Approval of the proposed agreement with NV5 will establish an additional on-call consultant to provide geotechnical, coastal engineering, and environmental health peer review services. Maintaining multiple on-call consultants allows the City to efficiently distribute assignments based on project demands, technical expertise, consultant availability, and workload, while providing flexibility to address workload fluctuations, specialized reviews, and time-sensitive projects. This approach helps ensure continuity of service and timely project review.
Therefore, staff recommends that the City Council authorize the Mayor to execute the attached professional services agreement with NV5, Inc.
ATTACHMENTS: Professional Services Agreement with NV5, Inc.
PROFESSIONAL SERVICES AGREEMENT
This Professional Services Agreement (the “Agreement”) is made and entered into as of August 10, 2026 by and between the City of Malibu, a municipal corporation (hereinafter referred to as the "City"), and NV5, Inc., a California corporation (hereinafter referred to as "Consultant").
City and Consultant are herein collectively referred to as “Parties” and separately as a “Party”.
The City and the Consultant agree as follows:
R E C I T A L S
A. The City does not have the personnel able and/or available to perform the services required under this Agreement.
B. The City desires to contract with Consultant for professional services relating to geotechnical services including Engineering Geology, Geotechnical Engineering, Coastal Engineering, and Environmental Health reviews.
C. The Consultant warrants to the City that it has the qualifications, experience and facilities to perform the services under this Agreement in a proper and timely manner.
D. The City and the Consultant desire to enter into this Agreement for the Consultant to perform the services described in this Agreement, including those set forth in Exhibit A.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1.0 SCOPE OF THE CONSULTANT’S SERVICES. The Consultant agrees to provide the services and perform the tasks set forth in Exhibit A (the “Scope of Work”), attached hereto and made part of this Agreement, except that, to the extent that any provision in Exhibit A conflicts with this Agreement, the provisions of this Agreement govern. The Scope of Work may be amended from time to time by way of a written directive from the City.
2.0 TERM OF AGREEMENT. This Agreement will become effective on August 10, 2026, and will remain in effect for a period of two (2) years from said date unless otherwise expressly extended and agreed to by both Parties or terminated by either Party as provided herein.
3.0 CITY AGENT. The City Manager, or his or her designee (collectively, the “City Manager”), for the purposes of this Agreement, is the agent for the City; whenever approval or authorization is required, Consultant understands that the City Manager has the authority, but not the requirement, to provide that approval or authorization.
4.0 COMPENSATION FOR SERVICES. The City shall pay the Consultant for its professional services rendered and costs incurred pursuant to this Agreement in accordance with the Scope of Work’s fee and cost schedule (Exhibit B). The total cost of services shall be in an amount not to exceed $400,000 for the term of the Agreement. No additional compensation shall Docusign Envelope ID: 4A3C0C60-AC6C-8E96-82C2-932EDF69F9E9 Professional Services Agreement
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be paid for any other costs or expenses incurred, unless first approved by the City Manager, or designee in writing.
4.1 The Consultant shall submit to the City, by no later than the 10th day of each month, its bill for services itemizing the fees and costs incurred during the previous month. The City shall pay the Consultant all uncontested amounts set forth in the Consultant's bill within 30 days after it is received.
5.0 CONFLICT OF INTEREST. The Consultant represents that it presently has no interest and shall not acquire any interest, direct or indirect, in any real property located in the City which may be affected by the services to be performed by the Consultant under this Agreement.
The Consultant further represents that in performance of this Agreement, no person having any such interest shall be employed by it.
5.1 The Consultant represents that no City employee or official has a material financial interest in the Consultant’s business. During the term of this Agreement and/or as a result of being awarded this contract, the Consultant shall not offer, encourage or accept any financial interest in the Consultant’s business to or by any City employee or official. This Section 5.1 shall apply to any subcontractor hired by Consultant to perform service under this Agreement.
5.2 If a portion of the Consultant’s services called for under this Agreement shall ultimately be paid for by reimbursement from and through an agreement with a developer of any land within the City or with a City franchisee, the Consultant warrants that it has not performed any work for such developer/franchisee within the last twelve (12) months, and shall not negotiate, offer or accept any contract or request to perform services for that identified developer/franchisee during the term of this Agreement.
6.0 GENERAL TERMS AND CONDITIONS.
6.1 Termination.
6.1.1 Termination Without Cause. Either the City Manager or the Consultant may terminate this Agreement, without cause, by giving the other Party ten (10) days written notice of such termination and the effective date thereof. If the City terminates this Agreement without cause, the Consultant shall prepare and shall be entitled to receive compensation pursuant to a close-out bill for services rendered and fees incurred pursuant to this Agreement through the effective date of the notice of termination. If the Consultant terminates this Agreement without cause, the Consultant shall be paid only for those services completed in a manner satisfactory to the City.
6.1.2 Termination For Cause. If the Consultant or the City fail to fulfill in a timely and proper manner its obligations under this Agreement, or if the Consultant or the City violate any of the covenants, agreements, or stipulations of this Agreement, the Consultant or the City shall have the right to terminate this Agreement by giving written notice to the other party of such termination and specifying the effective date of such termination. The Consultant shall be entitled to receive compensation in accordance with the terms of this Agreement for any work satisfactorily completed hereunder. Notwithstanding the foregoing, the Consultant shall not be Docusign Envelope ID: 4A3C0C60-AC6C-8E96-82C2-932EDF69F9E9 Professional Services Agreement
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relieved of liability for damage sustained by virtue of any breach of this Agreement and any payments due under this Agreement may be withheld to off-set anticipated damages.
6.1.3 In the event of any termination hereunder, all finished or unfinished documents, reports, photographs, films, charts, data, studies, surveys, drawings, models, maps, or other documentation prepared by or in the possession of the Consultant under this Agreement shall be immediately returned to the City.
6.2 Non-Assignability. The Consultant shall not assign or transfer any interest in this Agreement without the express, prior written consent of the City.
6.3 Non-Discrimination. The Consultant shall not discriminate as to race, creed, gender, color, national origin, or sexual orientation in the performance of its services and duties pursuant to this Agreement.
6.4 Insurance. The Consultant shall submit to the City certificates indicating compliance with the following minimum insurance requirements no less than one (1) day prior to beginning of performance under this Agreement. Consultant further agrees to comply with all provisions in the attached Exhibit C (“Insurance Requirements”), attached hereto and made part of this Agreement.
6.5 Indemnification. To the fullest extent permitted by law, Consultant shall indemnify and hold harmless City and any and all of its officials, employees, agents, and/or volunteers (“Indemnified Parties”) from and against any and all losses, liabilities, damages, costs, and expenses, including attorneys’ fees and costs, caused in whole or in part by the negligent or wrongful act, error or omission of Consultant, its officers, agents, employees or subconsultants (or any agency or individual that Consultant shall bear the legal liability thereof) in the performance of services under this Agreement. Consultant’s duty to indemnify and hold harmless City shall not extend to the City’s sole or active negligence or willful misconduct.
6.5.1. Duty to defend. In the event the Indemnified Parties, individually or collectively, are made a party to any action, lawsuit, or other adversarial proceeding arising from the performance of the services encompassed by this Agreement, and upon demand by City, Consultant shall defend the Indemnified Parties at Consultant’s cost or at City’s option, to reimburse City for its costs of defense, including reasonable attorney’s fees and costs incurred in the defense of such matters to the extent the matters arise from, relate to or are caused by Consultant’s negligent acts, errors or omissions. Payment by City is not a condition precedent to enforcement of this provision. In the event of any dispute between Consultant and City, as to whether liability arises from the sole or active negligence or willful misconduct of the City or its officers, employees, or agents, Consultant will be obligated to pay for City’s defense until such time as a final judgment has been entered adjudicating the Indemnified Parties as solely or actively negligent or to have acted with willful misconduct. Consultant will not be entitled in the absence of such a determination to any reimbursement of defense costs including but not limited to attorney’s fees, expert fees, and costs of litigation.
6.6 Compliance with Applicable Law. The Consultant and the City shall comply with all applicable laws, ordinances, and codes of the federal, state, county, and city Docusign Envelope ID: 4A3C0C60-AC6C-8E96-82C2-932EDF69F9E9 Professional Services Agreement
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governments, including, without limitation, Malibu Municipal Code Chapter 5.36 Minimum Wage.
6.7 Independent Contractor. This Agreement is by and between the City and the Consultant and is not intended, and shall not be construed, to create the relationship of agency, servant, employee, partnership, joint venture, or association, as between the City and the Consultant.
6.7.1. The Consultant shall be an independent contractor and shall have no power to incur any debt or obligation for or on behalf of the City. Neither the City nor any of its officers or employees shall have any control over the conduct of the Consultant, or any of the Consultant’s employees, except as herein set forth, and the Consultant expressly warrants not to, at any time or in any manner, represent that it, or any of its agents, servants or employees are in any manner employees of the City, it being distinctly understood that the Consultant is and shall at all times remain to the City a wholly independent contractor and the Consultant's obligations to the City are solely such as are prescribed by this Agreement.
6.8 Copyright. No reports, maps or other documents produced in whole or in part under this Agreement shall be the subject of an application for copyright by or on behalf of the Consultant.
6.9 Legal Construction.
a) This Agreement is made and entered into in the State of California and shall in all respects be interpreted, enforced, and governed under the laws of the State of California. Any and all disputes arising from this Agreement shall be decided solely and exclusively by state or federal courts located in Los Angeles County. b) This Agreement shall be construed without regard to the identity of the persons who drafted its various provisions. Each and every provision of this Agreement shall be construed as though each of the Parties participated equally in the drafting of same, and any rule of construction that a document is to be construed against the drafting party shall not be applicable to this Agreement. c) The article and section, captions and headings herein have been inserted for convenience only and shall not be considered or referred to in resolving questions of interpretation or construction.
d) Whenever in this Agreement the context may so require, the masculine gender shall be deemed to refer to and include the feminine and neuter, and the singular shall refer to and include the plural.
6.10 Counterparts. This Agreement may be executed in counterparts and as so executed shall constitute an agreement which shall be binding upon all Parties hereto.
6.11 Final Payment Acceptance Constitutes Release. The acceptance by the Consultant of the final payment made under this Agreement shall operate as and be a release of Docusign Envelope ID: 4A3C0C60-AC6C-8E96-82C2-932EDF69F9E9 Professional Services Agreement
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the City from all claims and liabilities for compensation to the Consultant for anything done, furnished or relating to the Consultant’s work or services. Acceptance of payment shall be any negotiation of the City’s check or the failure to make a written extra compensation claim within ten (10) calendar days of the receipt of that check. However, approval or payment by the City shall not constitute, nor be deemed, a release of the responsibility and liability of the Consultant, its employees, sub-consultants and agents for the accuracy and competency of the information provided and/or work performed; nor shall such approval or payment be deemed to be an assumption of such responsibility or liability by the City for any defect or error in the work prepared by the Consultant, its employees, sub-consultants and agents.
6.12 Corrections. In addition to the above indemnification obligations, the Consultant shall correct, at its own expense, all errors in the work which may be disclosed during the City’s review of the Consultant’s report or plans during or after the Term of this Agreement.
Should the Consultant fail to make such corrections in a reasonably timely manner, such corrections shall be made by the City, and the cost thereof shall be charged to the Consultant. If the City corrections occur during the Term, such charged costs shall be deducted from amounts otherwise owed to the Consultant. If the corrections occur after the Term and final payment to the Consultant, the amount charged shall be due and payable within 45 days after written notice of the City’s invoice.
6.13 Files. All files of the Consultant pertaining to the City shall be and remain the property of the City. The Consultant will control the physical location of such files during the term of this Agreement and shall be entitled to retain copies of such files upon termination of this Agreement.
6.14 Waiver; Remedies Cumulative. Failure by a Party to insist upon the performance of any of the provisions of this Agreement by the other Party, irrespective of the length of time for which such failure continues, shall not constitute a waiver of such Party's right to demand compliance by such other party in the future. No waiver by a Party of a default or breach of the other Party shall be effective or binding upon such Party unless made in writing by such Party, and no such waiver shall be implied from any omissions by a Party to take any action with respect to such default or breach. No express written waiver of a specified default or breach shall affect any other default or breach, or cover any other period of time, other than any default or breach and/or period of time specified. All of the remedies permitted or available to a Party under this Agreement, or at law or in equity, shall be cumulative and alternative, and invocation of any such right or remedy shall not constitute a waiver or election of remedies with respect to any other permitted or available right of remedy.
6.15 Mitigation of Damages. In all such situations arising out of this Agreement, the Parties shall attempt to avoid and minimize the damages resulting from the conduct of the other Party.
6.16 Partial Invalidity. If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way.
6.17 Attorneys’ Fees and Costs. The Parties hereto acknowledge and agree that Docusign Envelope ID: 4A3C0C60-AC6C-8E96-82C2-932EDF69F9E9 Professional Services Agreement
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each will bear his/her or its own costs, expenses and attorneys' fees arising out of and/or connected with the negotiation, drafting and execution of the Agreement, and all matters arising out of or connected therewith except that, in the event any action is brought by any Party hereto to enforce this Agreement, the prevailing party in such action shall be entitled to reasonable attorneys' fees and costs in addition to all other relief to which that Party or those Parties may be entitled.
6.18 Entire Agreement. This Agreement constitutes the whole agreement between the City and the Consultant, and neither Party has made any representations to the other except as expressly contained herein. Neither Party, in executing or performing this Agreement, is relying upon any statement or information not contained in this Agreement. Any changes, amendments, or modifications to this Agreement must be approved in advance and in writing, and executed by authorized representatives of both the City and the Consultant.
6.19 Notices. Any notice required to be given hereunder shall be deemed to have been given by depositing said notice in the United States mail, postage prepaid, and addressed as follows:
CITY: Joseph D. Irvin CONSULTANT: NV5, Inc., a California corporation
City Manager Jeffrey M. Cooper
City of Malibu EVP, Chief Operating Officer
23825 Stuart Ranch Road 133 Technology Dr., Ste. 200
Malibu, CA 90265-4861 Irvine, CA 92618
TEL (310) 456-2489 x 226 TEL (949) 585-0477
FAX (310) 456-2760
6.20 Warranty of Authorized Signatories and Acceptance of Facsimile or Electronic Signatures. Each of the signatories hereto warrants and represents that he or she is competent and authorized to enter into this Agreement on behalf of the party for whom he or she purports to sign. The Parties agree that this Contract, agreements ancillary to this Contract, and related documents to be entered into in connection with this Contract will be considered signed when the signature of a party is delivered physically or by facsimile transmission or scanned and delivered via electronic mail. Such facsimile or electronic mail copies will be treated in all respects as having the same effect as an original signature.
6. 21 Standard of Care. Consultant shall perform all services under this Agreement in accordance with the standard of care ordinarily exercised by members of the same profession practicing under similar circumstances at the same time and in the same or similar locality.
Consultant shall perform its services in a timely, competent, and professional manner and in accordance with all applicable laws and regulations.
6.22 Public Records Act Compliance. Consultant acknowledges that the City is subject to the California Public Records Act (Government Code section 7920.000 et seq.). Consultant agrees to cooperate with the City in responding to any request for records relating to this Agreement or Consultant’s performance of services. Consultant shall promptly provide any such records requested by the City and acknowledges that such records may be subject to disclosure unless exempt from disclosure under applicable law.
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6.23 Records Retention and Audit. Consultant shall maintain complete and accurate records relating to the performance of services under this Agreement, including all books, documents, papers, and accounting records. Consultant shall retain such records for a period of at least three (3) years following completion or termination of this Agreement, or longer if required by law or by written directive from the City. Upon reasonable notice, the City or its authorized representatives shall have the right to inspect and audit such records during normal business hours.
6.24 Ownership of Work Product. All reports, documents, data, studies, drawings, specifications, maps, photographs, and other materials prepared or assembled by Consultant in connection with the performance of services under this Agreement (“Work Product”) shall become the property of the City upon creation and shall be delivered to the City upon request or upon completion or termination of this Agreement. Consultant may retain copies for its files, if and when appropriate, but shall not use or disclose the Work Product for any purpose unrelated to this Agreement without the prior written consent of the City.
6.25 Confidentiality and Public Communications. Consultant shall maintain the confidentiality of any non-public information obtained in the course of performing services under this Agreement and shall not disclose such information to any third party without the prior written consent of the City unless required by law. Consultant shall take reasonable measures to protect such information from unauthorized use or disclosure.
Consultant shall not make any public statement, press release, social media post, or other public communication regarding the services performed under this Agreement, the City, or this Agreement without the prior approval of the City. Consultant shall conduct itself in a professional manner and shall not engage in conduct that would reasonably be expected to reflect adversely on the City in connection with the performance of services under this Agreement.
6.26 Subcontractors. Consultant shall not subcontract any portion of the services to be performed under this Agreement without the prior written approval of the City, except to the extent subcontracting is expressly authorized in this Agreement. Consultant shall remain fully responsible for the performance of all services under this Agreement and for the acts and omissions of any subcontractors and their employees or agents.
6.27 Survival. The provisions of this Agreement that by their nature are intended to survive termination or expiration of this Agreement, including but not limited to provisions relating to indemnification, confidentiality, records retention, ownership of work product, and audit rights, shall survive the termination or expiration of this Agreement.
7.0 ADDITIONAL TERMS AND CONDITIONS. (City and Consultant initials required at EITHER 7.1 or 7.2, but not both)
7.1 Disclosure Required. By their respective initials next to this paragraph, City and Consultant hereby acknowledge that Consultant is a “consultant” for the purposes of the California Political Reform Act because Consultant’s duties would require him or her to make one or more of the governmental decisions set forth in Fair Political Practices Commission Regulation 18700.3(a) or otherwise serves in a staff capacity for which disclosure would otherwise be required Docusign Envelope ID: 4A3C0C60-AC6C-8E96-82C2-932EDF69F9E9 Professional Services Agreement
NV5, Inc., a California corporation
were Consultant employed by the City. Consultant hereby acknowledges his or her assumingoffice, annual, and leaving-office financial reporting obligations under the California Political Reform Act and the City’s Conflict of Interest Code and agrees to comply with those obligations at his or her expense. Prior to consultant commencing services hereunder, the City’s Manager shall prepare and deliver to consultant a memorandum detailing the extent of Consultant’s disclosure obligations in accordance with the City’s Conflict of Interest Code.
City Initials ______
Consultant Initials______
7.2 Disclosure not Required. By their initials next to this paragraph, City and Consultant hereby acknowledge that Consultant is not a “consultant” for the purpose of the California Political Reform Act because Consultant’s duties and responsibilities are not within the scope of the definition of consultant in Fair Political Practice Commission Regulation 18700.3(a) and is otherwise not serving in staff capacity in accordance with the City’s Conflict of Interest Code.
City Initials______
Consultant Initials______
[Signatures on the Following Page]
Docusign Envelope ID: 4A3C0C60-AC6C-8E96-82C2-932EDF69F9E9 Professional Services Agreement
NV5, Inc., a California corporation
This Agreement is executed on _____________________.
NV5, INC., a California corporation:
By: _________________________________
Name: JEFFREY M. COOPER
Title: EVP, Chief Operating Officer
CITY OF MALIBU, a municipal corporation:
___________________________________
BRUCE SILVERSTEIN, Mayor
ATTEST:
___________________________________
KELSEY PETTIJOHN, City Clerk
(seal)
APPROVED AS TO FORM:
___________________________________
TREVOR RUSIN, Interim City Attorney
Docusign Envelope ID: 4A3C0C60-AC6C-8E96-82C2-932EDF69F9E9 Professional Services Agreement
NV5, Inc., a California corporation
EXHIBIT A
SCOPE OF WORK
Task I: Peer Review
1. Review and evaluate engineering geology and geotechnical engineering reports. Reviews shall be performed with reference to the City’s “Guidelines for the Preparation of Engineering Geologic and Geotechnical Engineering Reports & Procedures for Report Submittal”. Provide City staff with specific recommendations regarding the acceptability of such reports and provide detailed review comments to bring the report in compliance with City requirements.
2. Review and evaluate coastal engineering reports. Reviews shall be performed with reference to the City’s “Guidelines for the Preparation of Coastal Engineering Reports”.
Provide City staff with recommendations as to the acceptability of such reports and provide detailed review comments to bring the report in compliance with City requirements.
3. Review and evaluate environmental health project submittals in accordance with City requirements. Provide City staff with recommendations as to the acceptability of such reports and provide detailed review comments to bring the report in compliance with City requirements.
4. Project review services shall be completed utilizing the City’s adopted plan review software (e.g., Bluebeam Studios) to, for example, markup plans with corrections and redlines and/or coordinate with other internal departments.
5. Maintain the City’s Coastal Engineering Guidelines, as appropriate, to maintain conformance with standards of practice and applicable City and State codes and ordinances. This shall be done with each code cycle in addition to City codes and ordinances.
6. Maintain the City’s Geotechnical Guidelines, as appropriate, to maintain conformance with latest state regulations, laws, and acceptable engineering geological and geotechnical engineering practices. This shall be done with each code cycle in addition to City codes and ordinances.
7. Review foundation and grading plans for proposed development projects to ensure compliance with applicable geotechnical recommendations.
8. Review “As-Built” geotechnical engineering and geological reports for adequacy/completeness.
9. Perform conformance reviews and plan check of conventional and alternative onsite wastewater treatment systems (a.k.a., private sewage disposal systems). Evaluate land development projects with respect to compatibility with existing onsite wastewater systems’ capacity and layout.
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10. Assist City staff in processing excavation permits for geotechnical consultants to perform subsurface exploration on properties in the City as part of the geotechnical investigation.
11. Peer Review of Environmental Site Assessments and Hazardous Materials Issues.
12. Review geological/geotechnical section of various Environmental Impact Reports (EIR) and Specific Plans for adequacy/completeness as requested by the Planning Department.
13. Furnish assigned personnel with all necessary materials, resources, and training to conduct reviews, including a current copy of applicable City amendments, policies, procedures, and forms.
14. Provide the applicant designee and the City a list of items needing clarification or change to achieve conformance with all State, Federal, and local regulations.
15. Plan approval shall not be recommended to the City until all code compliance issues are resolved to the best of the applicant’s knowledge, and all requirements of the City have been satisfied.
16. Receive final review and approval by the City on all Code interpretations.
17. Perform services within ten (10) business days upon receipt notification that a review has been authorized.
Task II: Site Assessment
1. Provide field observation and recommendations as to adequacy/completeness during grading or during other geotechnical aspects of construction projects, as requested by the City. Review field testing procedures being implemented by the developer’s geotechnical consultant, as requested by the City.
2. Provide 24-hour on-call emergency response services as necessary to evaluate existing or pending geological hazards (or damages resulting therefrom) to public or private property, including earthquakes, landslides, mud/debris flows, flooding, fires and any other natural hazards. When requested, provide recommendations to the Building Official regarding the necessity for yellow-tagging or red-tagging structures threatened by geological hazards.
General Requirements
1. Maintain one (1) individual as the contact for all communication with the City.
2. Respond to questions or directives from the City within one (1) business day.
3. Hold routine office hours at City Hall. Hours shall be requested in writing by staff.
4. Calculate appropriate review fees based on the City’s most current fee schedule.
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5. Accept all documents electronically, including utilization of OnBase (records management system), Development Database (permitting software), and any additional electronic formats accepted by the City.
6. Maintain thorough and accurate recordkeeping.
7. Must have familiarity with Municipal government records and workflow processes.
8. Attend and participate in local and regional meetings on behalf of the City; including locations other than Consultants office and Malibu City Hall.
9. Provide training for City staff, including graphic handout materials.
10. Make presentations to City Council, public, and other agencies as requested by City staff.
11. Professional Conduct: Must maintain professionalism in all interactions with the public, adhere to ethical standards, and follow all applicable laws and procedures.
12. Safety Protocols: Must follow City safety standards to protect consulting staff and the public during field activities.
13. Must have basic knowledge of Municipal government policies and procedures.
14. Provide administrative personnel to support project intake and tracking related to Environmental Health and Geotechnical reviews.
15. Special Projects may include other tasks and duties as assigned by the City Building Official or designee.
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EXHIBIT B
COMPENSATION FOR SERVICES
The City shall pay the Consultant for its professional services rendered and costs incurred pursuant to this Agreement in accordance with this Exhibit B schedule. No additional compensation shall be paid for any other expenses incurred, unless first approved by the City Manager, or designee.
Services performed outside of regular counter hours or beyond standard review activities, such as Professional Services, Laboratory Testing and Geophysical Service Charges listed in the tables below, are not authorized unless approved in writing by the Community Development Director or designee. The Consultant shall submit a scope of work and cost estimate for approval prior to commencing such services.
All rates and fixed fees listed below shall include overhead costs, including, but not limited to salaries, benefits, insurance, workers compensation, office expenses, mileage, and courier service.
If staff substitutions are necessary, or if staff is promoted, the original rates listed above will still apply.
No travel and mileage is approved with this agreement. However, if required, travel expenses shall be pre-approved by the Community Development Director. Mileage shall be reimbursed at the IRS prevailing rate. City will not reimburse for meals. Expenses will appear on invoices without any markup, with proof of payment, and due and payable within thirty (30) days after receipt by the City.
Prior to commencing work for the City of Malibu by the Consultant, written authorization must be granted by the Community Development Director or designee.
Budget
Compensation for a 2-Year Term: $400,000
Annual Estimated Budget: $200,000
Services identified in the Professional Services Table and Laboratory Testing and Geophysical Service Charges Table shall be categorized as Geotechnical Review services for budgeting purposes.
Non-Billable Administrative Overhead
The Consultant will bill only for time spent performing assigned professional work. All other activities associated with carrying out the contract are not billable and are therefore considered overhead or administrative functions contained within the hourly rate. Typical examples of nonbillable overhead activities are:
• Discussion with staff or applicant about the cost of services or to address billing disputes. • Meetings to discuss work performance, contract, or additional services. • Travel time to and from the City of Malibu.
• Preparation of invoices and other administrative clerical services. • Contract administration, such as preparing or discussing contract amendments. • Time spent resolving errors in the event the Consultant is responsible.
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Fixed Fee Services:
Fixed Fees shall include one initial planning review and one response review. These fees also include routine administrative tasks and project-related communications. Additional reviews will be performed on a time-and-materials (T&M) basis.
Service Performed Title Consultant
Rate
Peer Review
Geotechnical Review:
Single Family Residence – Complex
Principal Geotechnical Engineer
Principal Engineering Geologist
Supervising Geotechnical Engineer
Supervising Engineering Geologist
Senior Geotechnical Engineer
Senior Engineering Geologist
Staff Engineer
Staff Geologist
Project Coordinator
$4,060
Single Family Residence – Standard $2,790
Commercial, Multi-Family, Guest House,
Second Unit
$3,810
Swimming Pool, addition, remodel,
retaining walls, seawalls, slope repairs
$2,540
Onsite wastewater treatment systems
(OWTS), foundation repairs
$1,910
Subdivisions, tract maps # of lots x
$2,790
Lot line adjustments, buildable lot created $2,790 (std.) or $4,060 (complex)
Plan check review $890
Time and materials review $210/hour
As-Built Geotechnical Report Review $210/hour
Project Coordination Project Coordinator $100/hour
Coastal Engineering Review:
Standard
(NSFR, substantial improvements, NOWTS)
Principal Coastal Engineer
Senior Coastal Engineer
AssociateCoastal Engineer
Assistant Coastal Engineer
Junior Coastal Engineer
$1,563.33
Minor
(unsubstantial improvements, remodels,
additions)
$725
Complex $3,127.50
New or Replaced Seawall and OWTS $1,563.33
Plan Check $725
Time and materials review $220/hour
Environmental Health Review:
Service Performed Title Consultant
Rate
Non-OWTS Review - Simple OWTS QA/QC Engineer OWTS Admin
OWTS REHS
Planning Phase $770
Building Plan Check Phase $390
OWTS Review - Standard
Planning Phase $2,010
Building Plan Check Phase $1,440
OWTS Review – Complex Commercial
Planning Phase $6,500
Docusign Envelope ID: 4A3C0C60-AC6C-8E96-82C2-932EDF69F9E9 Professional Services Agreement
NV5, Inc., a California corporation
Building Plan Check Phase $3,730
OWTS Review - Reduced Setbacks $770
OWTS Review – Septic Tank Replacement or
Future Dispersal Area
$390
Time and materials review $210/hour
Counter Hours:
Geotechnical Supervising Engineering Geologist
Principal Engineering Geologist
Principal Geotechnical Engineer
$200/hour
Coastal Engineering Principal Coastal Engineer Senior
Coastal Engineer Associate Coastal
Engineer Assistant Coastal Engineer
Junior Coastal Engineer
$220/hour
$200/hour
$180/hour
$160/hour
$145/hour
Environmental Health OWTS QA/QC Engineer OWTS REHS $210/hour $165/hour
Professional Services:
Fees for professional services other than peer review and City services are based on an hourly rate.
Service Performed Title Hourly Rate
Engineering Oversight/QA-QC Senior Principal Engineer $290 Geology Oversight/QA-QC Senior Principal Geologist $290 Geotechnical Engineering Lead Principal Engineer $265
Engineering Geology Lead Principal Geologist $265
Geotechnical Investigations
Civil Design/PS&E/Survey
Supervising Geotechnical Engineer $230
Geotechnical Support/Analysis Senior Engineer $205
As-needed in-house testing Senior Lab Technician $265
Admin/Project Coordination Project Coordinator ($100 or half of geo hourly rate)
Misc. Construction Observation & Testing
(all departments) Senior Field Technician $170
(prevailing wage)*
PW Construction Observation (Engineer) Supervising Geotechnical Engineer $230 Miscellaneous projects Principal Engineer/Geologist $265 Miscellaneous projects Supervising Engineer/Geologist $230 Miscellaneous projects Senior Engineer/Geologist $205
Miscellaneous projects Senior Staff Engineer/Geologist $170 Miscellaneous projects Staff Engineer/Geologist $185
Service Performed Title Hourly Rate
Miscellaneous projects CAD/Tech. Illustrating/Drafting $140 Miscellaneous projects GIS Specialist $170
Miscellaneous projects Principal Coastal Engineer $300
Miscellaneous projects Senior Coastal Engineer $200
Miscellaneous projects Associate Coastal Engineer $180
Miscellaneous projects Assistant Coastal Engineer $160
Miscellaneous projects Junior Coastal Engineer $145
Miscellaneous projects OWTS QA/QC Engineer $210
Docusign Envelope ID: 4A3C0C60-AC6C-8E96-82C2-932EDF69F9E9 Professional Services Agreement
NV5, Inc., a California corporation
Miscellaneous projects OWTS REHS $165
Miscellaneous projects OWTS Admin $110
Env/Haz Waste Assessment/Remediation Senior Principal Project Manager Principal
Senior Consultant III Senior
Consultant II Senior Consultant I
Staff III
Staff II Staff I
Associate III Associate II
Associate I Specialist III Specialist
II Specialist I
CADD/Technical Project Analyst
$290
$250
$240
$235
$225
$220
$190
$180
$170
$160
$150
$140
$130
$120
$115
$110
$100
Emergency Response Senior/Principal/Sr. Principal $300
Planning Commission Hearing Attendance Senior/Principal/Sr. Principal $300 City Council Meeting Attendance
Consultation to Legal Senior/Principal/Sr. Principal $300 Judicial Proceedings Principal/Sr. Principal $4,995 / day Expert / Witness Testimony Principal/Sr. Principal $4,995 / day Depositions (Expert Witness) Principal/Sr. Principal $625 / hour Depositions (Percipient Witness) Supervising/Principal $300 / hour *Prevailing Wage, Straight Time
Laboratory Testing and Geophysical Service Charges:
Laboratory testing and geophysical services shall be charged on a time-and-materials (T&M) basis. Laboratory samples shall be stored for 60 days after the date of final report submittal, unless special arrangements are made for longer storage.
Equipment and Supply:
Rate
Inclinometer System $250 / day
Piezometer Data Acquisition System $130 / day
Drone System $250 / day
Total Station Surveying Equipment $375 / day
GPS/ Reflectorless Surveying Equipment $485 / day
Nuclear Moisture/ Unit Weight Gauge $185 / day
Rope Climbing Safety Equipment $310 / day
Multi-Channel Seismograph or ReMi System $370 / day
All rates listed above shall include overhead costs including, but not limited to: salaries, benefits, insurance, office expenses, mileage, and courier service. If staff substitutions are necessary, or if staff are promoted, the original rates listed above will still apply.
Docusign Envelope ID: 4A3C0C60-AC6C-8E96-82C2-932EDF69F9E9 Professional Services Agreement
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EXHIBIT C
INSURANCE REQUIREMENTS
Without limiting Consultant’s indemnification of City, and prior to commencement of work and/or 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.
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.
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 Work 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.
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 years after completion of the services required by this agreement.
Workers’ Compensation Insurance. Consultant shall maintain Workers’ Compensation Insurance (statutory limits) and Employer’s Liability insurance (with limits of at least $1,000,000).
Consultant shall submit to Agency, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees, and volunteers.
OTHER PROVISIONS OR REQUIREMENTS
Proof of Insurance. Consultant shall provide certificates of insurance and required endorsements to City as evidence of the insurance coverage required herein. Insurance certificates and endorsements must be approved by City’s Risk Manager prior to commencement of performance.
Current certification of insurance shall be kept on file with City for the contract period and any additional length of time required thereafter. City reserves the right to require complete, certified copies of all required insurance policies, at any time.
Duration of Coverage. Consultant shall procure and maintain for the contract period, and any additional length of time required thereafter, insurance against claims for injuries to persons or damages to property, or financial loss which may arise from or in connection with the performance of the Work hereunder by Consultant, their agents, representatives, employees, or subconsultants.
Docusign Envelope ID: 4A3C0C60-AC6C-8E96-82C2-932EDF69F9E9 Professional Services Agreement
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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.
City’s Rights of Enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary, and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement.
Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or 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 VII (or larger) in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by the City’s Risk Manager.
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.
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.
Requirements Not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.
Notice of Cancellation. Consultant agrees to oblige its insurance agent or broker and insurers to provide the City with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage. If any of the Consultant’s insurers are unwilling to provide such notice, then Consultant shall have the Docusign Envelope ID: 4A3C0C60-AC6C-8E96-82C2-932EDF69F9E9 Professional Services Agreement
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responsibility of notifying the City immediately in the event of Consultant’s failure to renew any of the required insurance coverages, or insurer’s cancellation or non-renewal.
Additional Insured Status. General liability, automobile liability, and umbrella/excess liability insurance policies shall provide or be endorsed to provide that City and its officers, officials, employees, agents, and volunteers shall be additional insureds under such policies.
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.
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.
Pass Through Clause. Consultant agrees to ensure that any approved subconsultants, subcontractors, and any other party who is brought onto or involved in the project/service by Consultant (hereinafter collectively “Subcontractor”), provide the same minimum insurance coverage and endorsements required of Consultant under this Agreement. 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. However, in the event Consultant’s Subcontractor cannot comply with this requirement, which proof must be submitted to the City, Consultant may still be able to utilize the Subcontractor provided Consultant shall be required to ensure that its Subcontractor provide and maintain insurance coverage and endorsements sufficient to the specific risk of exposure involved with Subcontractor’s scope of work and services, with limits less than required of the Consultant, but in all other terms consistent with the Consultant’s requirements under this Agreement. This provision does not relieve the Consultant of its contractual obligations under the Agreement and/or limit its liability to the amount of insurance coverage provided by its subcontractors. This provision is intended solely to provide Consultant with the ability to utilize a Subcontractor who may be otherwise qualified to perform the work or services but may not carry the same insurance limits as required of the Consultant under this Agreement given the limited scope of work or services provided by the subcontractor. Consultant agrees that upon request, all agreements with Subcontractors, and others engaged in the project and/or services, will be submitted to City for review.
City’s Right to Revise Specifications. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days’ advance written notice of such change. If such a change results in substantial additional costs to the Consultant, the City and Consultant may renegotiate the Consultant’s compensation.
Self-Insured Retentions. Any self-insured retentions must be declared to and approved by the City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible, or require proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention through confirmation from the underwriter.
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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.
Additional Insurance. The 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.
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Council Agenda Report
To: Mayor Silverstein and the Honorable Members of the City Council Prepared by: Yolanda Bundy, Community Development Director Approved by: Joseph D. Irvin, City Manager
Date prepared: July 22, 2026 Meeting date: August 10, 2026 Subject: Professional Services Agreements for On-Call California Environmental Quality Act (CEQA) and National Environmental Policy Act (NEPA) Environmental Review Services
RECOMMENDED ACTION: Authorize the Mayor to execute professional services agreements with Impact Sciences, Inc., PlaceWorks, Inc., Eyestone Environmental, LLC, and SWCA Environmental Consultants, Inc. to provide on-call environmental review consulting services.
FISCAL IMPACT: Funding for these services is included in the Adopted Budget for Fiscal Year 2026-27 in Account No. 101-2001-5100 (Planning Professional Services).
Work associated with development applications will be funded from applicant deposits established in accordance with the City's adopted fee schedule and will not impact the General Fund. Individual task orders will be issued on an as-needed basis and are subject to the availability of appropriated funds or sufficient applicant deposits.
STRATEGIC PLAN IMPLEMENTATION: N/A
DISCUSSION: On June 10, 2026, a Request for Qualifications (RFQ) was distributed for preparation of environmental review documents and technical studies related to California Environmental Quality Act (CEQA) and National Environmental Policy Act (NEPA). The RFQ outlined the services including peer review of technical studies prepared by others; preparation of standalone environmental studies; review of environmental statements and/or analysis prepared by others; legislation tracking and/or trainings related to CEQA/NEPA; development of mitigation measures, monitoring, and tracking; support for grant applications; and assisting in tribal consultation, as needed.
Following the solicitation process, staff evaluated the proposals based on the criteria identified in the RFQ, including firm qualifications, relevant project experience, technical City Council Meeting
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Item
1.B.11.
expertise, personnel qualifications, and demonstrated ability to successfully complete similar assignments.
The City received proposals from the following firms:
1. EcoTierra Consulting, Inc.
2. Envicom Corporation
3. Eyestone Environmental, LLC
4. Impact Sciences, Inc.
5. Interwest Consulting Group, Inc.
6. Kimley-Horn and Associates, Inc.
7. PlaceWorks, Inc.
8. Rincon Consultants, Inc.
9. SWCA Environmental Consultants, Inc.
10. UltraSystems Environmental, Inc.
11. WSP USA, Inc.
Following its review of the proposals, the City conducted interviews and selected four firms for inclusion in an on-call consultant pool. Rather than relying on a single consultant, staff recommends establishing a pool of qualified consultants to provide environmental review services under on-call agreements. Maintaining multiple qualified firms provides the flexibility to assign work based on each firm's project-specific experience, technical expertise, and availability, helping ensure timely project delivery while minimizing scheduling conflicts.
Individual projects vary in scope, complexity, schedule, and technical requirements.
Accordingly, work will be assigned on an as-needed basis through task orders. No minimum amount of work is guaranteed to any consultant. For each assignment, the City will negotiate the scope, schedule, and compensation and select the consultant based on qualifications, availability, workload, and operational needs.
The proposed agreements will support both City-initiated projects and private development applications. Services provided for private development projects will be funded entirely through applicant deposits maintained for each project, while services for City-initiated projects will be funded through approved budget appropriations. This funding structure enables the City to efficiently administer environmental review services without increasing General Fund expenditures for applicant-driven work.
Staff recommends that the City Council authorize the Mayor to execute professional services agreements with the four selected firms: Impact Sciences, PlaceWorks, Eyestone Environmental, and SWCA Environmental Consultants.
ATTACHMENTS:
1. Professional Services Agreement with Impact Sciences, Inc.
2. Professional Services Agreement with PlaceWorks, Inc.
3. Professional Services Agreement with Eyestone Environmental, LLC
4. Professional Services Agreement with SWCA Environmental Consultants, Inc.
PROFESSIONAL SERVICES AGREEMENT
This Professional Services Agreement (the “Agreement”) is made and entered into as of August 10, 2026 by and between the City of Malibu, a municipal corporation (hereinafter referred to as the "City"), and Impact Sciences, Inc., a California corporation (hereinafter referred to as "Consultant"). City and Consultant are herein collectively referred to as “Parties” and separately as a “Party”.
The City and the Consultant agree as follows:
R E C I T A L S
A. The City does not have the personnel able and/or available to perform the services required under this Agreement.
B. The City desires to contract with Consultant for professional services relating to on-call services including preparation of environmental review documents and technical studies for applicant-sponsored and City-sponsored projects that meet the mandates of California Environmental Quality Act (CEQA), National Environmental Policy Act (NEPA), and any other applicable laws, regulations, plans, or procedures as more particularly described in Exhibit A.
C. The Consultant warrants to the City that it has the qualifications, experience and facilities to perform the services under this Agreement in a proper and timely manner.
D. The City and the Consultant desire to enter into this Agreement for the Consultant to perform the services described in this Agreement, including those set forth in Exhibit A.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1.0 SCOPE OF THE CONSULTANT’S SERVICES. The Consultant agrees to provide the services and perform the tasks set forth in Exhibit A (the “Scope of Work”), attached hereto and made part of this Agreement, except that, to the extent that any provision in Exhibit A conflicts with this Agreement, the provisions of this Agreement govern. The Scope of Work may be amended from time to time by way of a written directive from the City.
2.0 TERM OF AGREEMENT. This Agreement will become effective on August 10, 2026, and will remain in effect for a period of two (2) years from said date unless otherwise expressly extended and agreed to by both Parties or terminated by either Party as provided herein.
3.0 CITY AGENT. The City Manager, or his or her designee (collectively, the “City Manager”), for the purposes of this Agreement, is the agent for the City; whenever approval or authorization is required, Consultant understands that the City Manager has the authority, but not the requirement, to provide that approval or authorization.
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4.0 COMPENSATION FOR SERVICES. The City shall pay the Consultant for its professional services rendered and costs incurred pursuant to this Agreement in accordance with the Scope of Work’s fee and cost schedule (Exhibit B). The cost of services shall not exceed $500,000 for the term of the Agreement, except for work performed under an Applicant Deposit, as more particularly described in Section 4.2. No additional compensation shall be paid for any other costs or expenses incurred, unless first approved in writing by the City Manager or designee.
4.1 The Consultant shall submit to the City, by no later than the 10th day of each month, its bill for services itemizing the fees and costs incurred during the previous month. The City shall pay the Consultant all uncontested amounts set forth in the Consultant's bill within 30 days after it is received.
4.2 Applicant Deposit means a project where an applicant submits a financial deposit to the City as required by a developer reimbursement agreement, the City’s fee schedule, or other rule or regulation. City shall have the sole authority to determine whether work performed by the Consultant is subject to this Agreement or an Applicant Deposit. In the event the amount of an Applicant Deposit is less than the accumulated cost of the applicant’s project, the Consultant will not be required to continue work on the applicant’s project after expiration of a 15-day written notice to City regarding the deposit funding issue. The immediately preceding sentence shall not apply in the event that the City notifies the Consultant that it will continue to compensate the Consultant regardless of the deposit funding issue or the applicant provides an additional financial deposit to the City.
5.0 CONFLICT OF INTEREST. The Consultant represents that it presently has no interest and shall not acquire any interest, direct or indirect, in any real property located in the City which may be affected by the services to be performed by the Consultant under this Agreement.
The Consultant further represents that in performance of this Agreement, no person having any such interest shall be employed by it.
5.1 The Consultant represents that no City employee or official has a material financial interest in the Consultant’s business. During the term of this Agreement and/or as a result of being awarded this contract, the Consultant shall not offer, encourage or accept any financial interest in the Consultant’s business to or by any City employee or official. This Section 5.1 shall apply to any subcontractor hired by Consultant to perform service under this Agreement.
5.2 If a portion of the Consultant’s services called for under this Agreement shall ultimately be paid for by reimbursement from and through an agreement with a developer of any land within the City or with a City franchisee, the Consultant warrants that it has not performed any work for such developer/franchisee within the last twelve (12) months, and shall not negotiate, offer or accept any contract or request to perform services for that identified developer/franchisee during the term of this Agreement.
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6.0 GENERAL TERMS AND CONDITIONS.
6.1 Termination.
6.1.1 Termination Without Cause. Either the City Manager or the Consultant may terminate this Agreement, without cause, by giving the other Party ten (10) days written notice of such termination and the effective date thereof. If the City terminates this Agreement without cause, the Consultant shall prepare and shall be entitled to receive compensation pursuant to a close-out bill for services rendered and fees incurred pursuant to this Agreement through the effective date of the notice of termination. If the Consultant terminates this Agreement without cause, the Consultant shall be paid only for those services completed in a manner satisfactory to the City.
6.1.2 Termination For Cause. If the Consultant or the City fail to fulfill in a timely and proper manner its obligations under this Agreement, or if the Consultant or the City violate any of the covenants, agreements, or stipulations of this Agreement, the Consultant or the City shall have the right to terminate this Agreement by giving written notice to the other party of such termination and specifying the effective date of such termination. The Consultant shall be entitled to receive compensation in accordance with the terms of this Agreement for any work satisfactorily completed hereunder. Notwithstanding the foregoing, the Consultant shall not be relieved of liability for damage sustained by virtue of any breach of this Agreement and any payments due under this Agreement may be withheld to off-set anticipated damages.
6.1.3 In the event of any termination hereunder, all finished or unfinished documents, reports, photographs, films, charts, data, studies, surveys, drawings, models, maps, or other documentation prepared by or in the possession of the Consultant under this Agreement shall be immediately returned to the City.
6.2 Non-Assignability. The Consultant shall not assign or transfer any interest in this Agreement without the express, prior written consent of the City.
6.3 Non-Discrimination. The Consultant shall not discriminate as to race, creed, gender, color, national origin, or sexual orientation in the performance of its services and duties pursuant to this Agreement.
6.4 Insurance. The Consultant shall submit to the City certificates indicating compliance with the following minimum insurance requirements no less than one (1) day prior to beginning of performance under this Agreement. Consultant further agrees to comply with all provisions in the attached Exhibit C (“Insurance Requirements”), attached hereto and made part of this Agreement.
6.5 Indemnification. To the fullest extent permitted by law, Consultant shall indemnify, defend, and hold harmless City and any and all of its officials, employees, agents, and volunteers (“Indemnified Parties”) from and against any and all claims, losses, liabilities, damages, costs, and expenses, including attorney’s fees and costs, to the extent they arise out of, pertain to or relate to the negligence, recklessness, or willful misconduct of the Consultant.
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Consultant’s duty to defend shall consist of reimbursement of defense costs incurred by City in direct proportion to the Consultant’s proportionate percentage of fault.
Consultant’s percentage of fault, for both indemnity and defense, shall be determined, as applicable, by a court of law, jury, or arbitrator. In the event any loss, liability, or damage is incurred by way of settlement or resolution without a court, jury or arbitrator having made a determination of the Consultant’s percentage of fault, and the Parties cannot mutually agree on Consultant’s percentage of fault, the Parties agree to mediation with a neutral third-party to determine the Consultant’s proportionate percentage of fault for purposes of determining the amount of indemnity and defense cost reimbursement owed to the City.
6.6 Compliance with Applicable Law. The Consultant and the City shall comply with all applicable laws, ordinances, and codes of the federal, state, county, and city governments, including, without limitation, Malibu Municipal Code Chapter 5.36 Minimum Wage.
6.7 Independent Contractor. This Agreement is by and between the City and the Consultant and is not intended, and shall not be construed, to create the relationship of agency, servant, employee, partnership, joint venture, or association, as between the City and the Consultant.
6.7.1. The Consultant shall be an independent contractor and shall have no power to incur any debt or obligation for or on behalf of the City. Neither the City nor any of its officers or employees shall have any control over the conduct of the Consultant, or any of the Consultant’s employees, except as herein set forth, and the Consultant expressly warrants not to, at any time or in any manner, represent that it, or any of its agents, servants or employees are in any manner employees of the City, it being distinctly understood that the Consultant is and shall at all times remain to the City a wholly independent contractor and the Consultant's obligations to the City are solely such as are prescribed by this Agreement.
6.8 Copyright. No reports, maps or other documents produced in whole or in part under this Agreement shall be the subject of an application for copyright by or on behalf of the Consultant.
6.9 Legal Construction.
a) This Agreement is made and entered into in the State of California and shall in all respects be interpreted, enforced, and governed under the laws of the State of California. Any and all disputes arising from this Agreement shall be decided solely and exclusively by state or federal courts located in Los Angeles County. b) This Agreement shall be construed without regard to the identity of the persons who drafted its various provisions. Each and every provision of this Agreement shall be construed as though each of the Parties participated equally in the drafting of same, and any rule of construction that a document is to be construed against the drafting party shall not be applicable to this Agreement.
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c) The article and section, captions and headings herein have been inserted for convenience only and shall not be considered or referred to in resolving questions of interpretation or construction.
d) Whenever in this Agreement the context may so require, the masculine gender shall be deemed to refer to and include the feminine and neuter, and the singular shall refer to and include the plural.
6.10 Counterparts. This Agreement may be executed in counterparts and as so executed shall constitute an agreement which shall be binding upon all Parties hereto.
6.11 Final Payment Acceptance Constitutes Release. The acceptance by the Consultant of the final payment made under this Agreement shall operate as and be a release of the City from all claims and liabilities for compensation to the Consultant for anything done, furnished or relating to the Consultant’s work or services. Acceptance of payment shall be any negotiation of the City’s check or the failure to make a written extra compensation claim within ten (10) calendar days of the receipt of that check. However, approval or payment by the City shall not constitute, nor be deemed, a release of the responsibility and liability of the Consultant, its employees, sub-consultants and agents for the accuracy and competency of the information provided and/or work performed; nor shall such approval or payment be deemed to be an assumption of such responsibility or liability by the City for any defect or error in the work prepared by the Consultant, its employees, sub-consultants and agents.
6.12 Corrections. In addition to the above indemnification obligations, the Consultant shall correct, at its own expense, all errors in the work which may be disclosed during the City’s review of the Consultant’s report or plans during or after the Term of this Agreement.
Should the Consultant fail to make such corrections in a reasonably timely manner, such corrections shall be made by the City, and the cost thereof shall be charged to the Consultant. If the City corrections occur during the Term, such charged costs shall be deducted from amounts otherwise owed to the Consultant. If the corrections occur after the Term and final payment to the Consultant, the amount charged shall be due and payable within 45 days after written notice of the City’s invoice.
6.13 Files. All files of the Consultant pertaining to the City shall be and remain the property of the City. The Consultant will control the physical location of such files during the term of this Agreement and shall be entitled to retain copies of such files upon termination of this Agreement.
6.14 Waiver; Remedies Cumulative. Failure by a Party to insist upon the performance of any of the provisions of this Agreement by the other Party, irrespective of the length of time for which such failure continues, shall not constitute a waiver of such Party's right to demand compliance by such other party in the future. No waiver by a Party of a default or breach of the other Party shall be effective or binding upon such Party unless made in writing by such Party, and no such waiver shall be implied from any omissions by a Party to take any action with respect to such default or breach. No express written waiver of a specified default or breach shall affect any other default or breach, or cover any other period of time, other than any default or breach and/or period of time specified. All of the remedies permitted or available to a Party under Docusign Envelope ID: E9D42FBA-63A7-8393-809B-158A91776094 Professional Services Agreement
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this Agreement, or at law or in equity, shall be cumulative and alternative, and invocation of any such right or remedy shall not constitute a waiver or election of remedies with respect to any other permitted or available right of remedy.
6.15 Mitigation of Damages. In all such situations arising out of this Agreement, the Parties shall attempt to avoid and minimize the damages resulting from the conduct of the other Party.
6.16 Partial Invalidity. If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way.
6.17 Attorneys’ Fees and Costs. The Parties hereto acknowledge and agree that each will bear his/her or its own costs, expenses and attorneys' fees arising out of and/or connected with the negotiation, drafting and execution of the Agreement, and all matters arising out of or connected therewith except that, in the event any action is brought by any Party hereto to enforce this Agreement, the prevailing party in such action shall be entitled to reasonable attorneys' fees and costs in addition to all other relief to which that Party or those Parties may be entitled.
6.18 Entire Agreement. This Agreement constitutes the whole agreement between the City and the Consultant, and neither Party has made any representations to the other except as expressly contained herein. Neither Party, in executing or performing this Agreement, is relying upon any statement or information not contained in this Agreement. Any changes, amendments, or modifications to this Agreement must be approved in advance and in writing, and executed by authorized representatives of both the City and the Consultant.
6.19 Notices. Any notice required to be given hereunder shall be deemed to have been given by depositing said notice in the United States mail, postage prepaid, and addressed as follows:
CITY: Joseph D. Irvin
City Manager
CONSULTANT: Impact Sciences, Inc., a California
corporation
Jessica Kirchner
City of Malibu CEO/ Managing Principal
23825 Stuart Ranch Road 445 S. Figueroa Street, Suite 2550 Malibu, CA 90265-4861 Los Angeles, CA 90071
TEL (310) 456-2489 x 226 TEL (213) 935-1901
FAX (310) 456-2760 [email protected]
6.20 Warranty of Authorized Signatories and Acceptance of Facsimile or Electronic Signatures. Each of the signatories hereto warrants and represents that he or she is competent and authorized to enter into this Agreement on behalf of the party for whom he or she purports to sign. The Parties agree that this Contract, agreements ancillary to this Contract, and related documents to be entered into in connection with this Contract will be considered signed when the signature of a party is delivered physically or by facsimile transmission or scanned and delivered via electronic mail. Such facsimile or electronic mail copies will be treated in all respects as having the same effect as an original signature.
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6. 21 Standard of Care. Consultant shall perform all services under this Agreement in accordance with the standard of care ordinarily exercised by members of the same profession practicing under similar circumstances at the same time and in the same or similar locality.
Consultant shall perform its services in a timely, competent, and professional manner and in accordance with all applicable laws and regulations.
6.22 Public Records Act Compliance. Consultant acknowledges that the City is subject to the California Public Records Act (Government Code section 7920.000 et seq.). Consultant agrees to cooperate with the City in responding to any request for records relating to this Agreement or Consultant’s performance of services. Consultant shall promptly provide any such records requested by the City and acknowledges that such records may be subject to disclosure unless exempt from disclosure under applicable law.
6.23 Records Retention and Audit. Consultant shall maintain complete and accurate records relating to the performance of services under this Agreement, including all books, documents, papers, and accounting records. Consultant shall retain such records for a period of at least three (3) years following completion or termination of this Agreement, or longer if required by law or by written directive from the City. Upon reasonable notice, the City or its authorized representatives shall have the right to inspect and audit such records during normal business hours.
6.24 Ownership of Work Product. All reports, documents, data, studies, drawings, specifications, maps, photographs, and other materials prepared or assembled by Consultant in connection with the performance of services under this Agreement (“Work Product”) shall become the property of the City upon creation and shall be delivered to the City upon request or upon completion or termination of this Agreement. Consultant may retain copies for its files, if and when appropriate, but shall not use or disclose the Work Product for any purpose unrelated to this Agreement without the prior written consent of the City.
6.25 Confidentiality and Public Communications. Consultant shall maintain the confidentiality of any non-public information obtained in the course of performing services under this Agreement and shall not disclose such information to any third party without the prior written consent of the City unless required by law. Consultant shall take reasonable measures to protect such information from unauthorized use or disclosure.
Consultant shall not make any public statement, press release, social media post, or other public communication regarding the services performed under this Agreement, the City, or this Agreement without the prior approval of the City. Consultant shall conduct itself in a professional manner and shall not engage in conduct that would reasonably be expected to reflect adversely on the City in connection with the performance of services under this Agreement.
6.26 Subcontractors. Consultant shall not subcontract any portion of the services to be performed under this Agreement without the prior written approval of the City, except to the extent subcontracting is expressly authorized in this Agreement. Consultant shall remain fully responsible for the performance of all services under this Agreement and for the acts and omissions of any subcontractors and their employees or agents.
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6.27 Survival. The provisions of this Agreement that by their nature are intended to survive termination or expiration of this Agreement, including but not limited to provisions relating to indemnification, confidentiality, records retention, ownership of work product, and audit rights, shall survive the termination or expiration of this Agreement.
6.28 Artificial Intelligence Use. For purposes of this Agreement, “Artificial Intelligence” or “AI” means a machine-based system, including generative AI, that generates text, images, code, analyses, or other content based on user inputs. Consultant may use AI solely as a supplemental tool in performing the services under this Agreement and shall not rely upon AI as the primary means of performing such services. Consultant is required to disclose its use of AI in performing services under this Agreement within 30 days of the complete execution of this Agreement.
Consultant shall ensure that qualified personnel independently review, verify, edit, and approve all AI-generated content before relying upon or submitting such content to the City. If the City reasonably determines that Consultant’s use of AI has resulted in work that fails to meet the standard of care applicable under this Agreement, the City may require Consultant to correct the affected services at no additional cost to the City.
7.0 ADDITIONAL TERMS AND CONDITIONS. (City and Consultant initials required at EITHER 7.1 or 7.2, but not both)
7.1 Disclosure Required. By their respective initials next to this paragraph, City and Consultant hereby acknowledge that Consultant is a “consultant” for the purposes of the California Political Reform Act because Consultant’s duties would require him or her to make one or more of the governmental decisions set forth in Fair Political Practices Commission Regulation 18700.3(a) or otherwise serves in a staff capacity for which disclosure would otherwise be required were Consultant employed by the City. Consultant hereby acknowledges his or her assumingoffice, annual, and leaving-office financial reporting obligations under the California Political Reform Act and the City’s Conflict of Interest Code and agrees to comply with those obligations at his or her expense. Prior to consultant commencing services hereunder, the City’s Manager shall prepare and deliver to consultant a memorandum detailing the extent of Consultant’s disclosure obligations in accordance with the City’s Conflict of Interest Code.
City Initials ______
Consultant Initials ______
7.2 Disclosure not Required. By their initials next to this paragraph, City and Consultant hereby acknowledge that Consultant is not a “consultant” for the purpose of the California Political Reform Act because Consultant’s duties and responsibilities are not within the scope of the definition of consultant in Fair Political Practice Commission Regulation 18700.3(a) and is otherwise not serving in staff capacity in accordance with the City’s Conflict of Interest Code.
City Initials ______
Consultant Initials ______
[Signatures on the Following Page]
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This Agreement is executed on _____________________.
IMPACT SCIENCES, INC., a California corporation:
By: _________________________________
Name: JESSICA KIRCHNER
Title: CEO/ Managing Principal
CITY OF MALIBU, a municipal corporation:
___________________________________
BRUCE SILVERSTEIN, Mayor
ATTEST:
___________________________________
KELSEY PETTIJOHN, City Clerk
(seal)
APPROVED AS TO FORM:
___________________________________
TREVOR RUSIN, Interim City Attorney
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EXHIBIT A
SCOPE OF WORK
Task 1: Environmental Review Document Support
Prepare environmental review documents and associated public notices for projects as required under CEQA, including Initial Studies (IS), Negative Declarations (ND), Mitigated Negative Declarations (MND), Environmental Impact Reports (EIR), and Addenda. Peer review technical studies prepared by others, prepare standalone environmental studies at the direction of the City, and review environmental statements and/or analysis prepared by others. In the event of a project requiring NEPA review, prepare Environmental Assessments (EA) and Environmental Impact Statements (EIS) jointly with federal agency partners, when applicable, in accordance with NEPA.
Task 2: Technical Analysis
Thoroughly evaluate a wide range of environmental issues at technical levels of detail commensurate with the requirements of CEQA/NEPA in the following areas:
a) Aesthetics; and preparation or peer review of Visual Resources Technical Reports. b) Agriculture and Forestry Resources.
c) Air Quality; and preparation or peer review of Air Quality Technical Reports and Air Health Risk Assessments (construction, haul route, and operations). d) Biological Resources; and preparation or peer review of Biological Resources Technical Reports (terrestrial and aquatic).
e) Cultural Resources Tribal Cultural Resources; and preparation or peer review of Cultural Resources Technical Reports, and assistance with AB52 and tribal consultation. f) Energy; and preparation or peer review of Energy Use Technical Reports. g) Geology and Soils; and preparation or peer review of Geology and Soils Technical Reports. h) Greenhouse Gas Emissions; and preparation or peer review of Greenhouse Gas Technical Reports.
i) Hazards and Hazardous Materials; and preparation or peer review of Phase I Environmental Site Assessments.
j) Hydrology and Water Quality; and preparation or peer review of Preliminary Drainage Studies and Stormwater Management Plans.
k) Land Use and Planning; and assistance in evaluating consistency with applicable LCP, MMC, and General Plan policies.
l) Mineral Resources.
m) Noise; and preparation or peer review of Noise and Vibration Technical Reports. n) Population and Housing.
o) Public Services; and assistance with will-serve coordination with LACFD, County Sheriff, WD29, City Public Works, and various utilities.
p) Recreation; and assistance in evaluating construction and operational impacts on public parks and public parking, including consistency with applicable LCP, MMC, and General Plan policies.
q) Sea Level Rise; and preparation or peer review of Sea Level Rise Technical Reports. r) Transportation; and preparation or peer review of Vehicle Miles Traveled Analyses (utilizing the SCAG Regional Transportation Demand Model) and Transportation Impact Docusign Envelope ID: E9D42FBA-63A7-8393-809B-158A91776094 Professional Services Agreement
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Studies.
s) Utilities and Service Systems; and preparation or peer review of Utility Infrastructure Studies (wastewater and water) and Water Supply Assessments. t) Wildfire; and preparation or peer review of Wildfire Reports and Wildfire Evacuation Analyses.
Task 3: Project Coordination, Meetings, and Quality Control Provide project coordination, meeting support, and quality control for work assignments as follows.
a) Assign a dedicated Project Manager who has extensive experience managing the preparation of an environmental document and environmental analysis. b) Attend regular project management meetings and calls with City staff and/or City consultants (may be in-person and/or virtual).
c) Attend working review sessions associated with the environmental document preparation (may be in-person and/or virtual).
d) Attend stakeholder meetings (may be in-person and/or virtual). e) Provide public hearing agenda report support and PowerPoint preparation assistance to City staff and/or City consultants.
f) Attend public hearings.
g) Effectively manage work assignments, schedules, and budget. h) Provide the City with a monthly status report documenting the work performed during the prior month and the work expected to be completed in the next month. i) Provide comprehensive and diligent Quality Assurance (QA) and Quality Control (QC) of all documents prepared, including technical studies and appendices; and ensure an adequate level of information, explanation, and conclusions in all documents as required by CEQA and NEPA.
j) Ensure that the QA/QC process addresses all issues with document formatting, consistency of terms, grammar, abbreviations, and typographical issues. k) Implement measures to ensure version control is maintained by all reviewing parties and to ensure that tracked changes/comments are managed and addressed adequately. l) Diligently work to ensure that all environmental sections of a document are efficient, organized, and formatted for ease of review by the general public, and void of unnecessary repetitive information.
m) Ensure the conclusions in all environmental sections are based on supportive analysis and/or justifications, include clear and concise statements of thresholds and methodologies, and adequately describe a project’s impact on each threshold. n) For MNDs and EIRs, ensure that all mitigation measures proposed are legally sufficient and defensible, as required by CEQA, including: 1) an explanation why the mitigation measure is needed; 2) who would be responsible to perform the mitigation measure; 3) timing for when the mitigation measure should be completed; and 4) monitoring provisions and/or who would be responsible for completing the monitoring. o) For EIRs, facilitate the public scoping meeting in coordination with City staff and/or City consultants, including preparation and delivery of a PowerPoint presentation, obtaining comments, and keeping of meeting notes.
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Task 4: Mitigation Measures Development, Monitoring, and Tracking Assist in the development, monitoring, and tracking of mitigation measures and/or special conditions for development projects.
Task 5: Tracking and Analysis of CEQA/NEPA Legislation, Regulation, Case Law, and Guidance Updates
Perform review and analysis of existing, proposed, or potential federal, state, and local-related laws, regulations, and guidance and their applicability to the City and development projects in the City. Tasks may include preparation of comments, summaries, and/or detailed descriptions of findings and recommendations; and attendance/participation at public meetings, hearings and workshops in support or on behalf of City staff.
Task 6: Environmental Review Support for Grant Applications Prepare environmental review documents and/or technical studies to support City-prepared applications for state and federal grants and/or projects for which the City has been awarded grant funding, in accordance with the funding agency’s procedures and guidance, including, but not limited to FEMA, Caltrans, Ocean Protection Council, California Coastal Commission, South Coast Air Quality Management District, and the California Energy Commission.
Task 7: Training Sessions, Workshops, and Presentations Prepare and/or provide training sessions, workshops, or presentations to City staff and City consultants related to CEQA/NEPA policies, assessments, and methodologies.
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EXHIBIT B
COMPENSATION FOR SERVICES
The Consultant will be paid for professional services rendered and costs incurred pursuant to this Agreement in accordance with this Exhibit B. No additional compensation shall be paid for any other expenses incurred, unless first approved by the City Manager, or his or her designee.
Prior to commencing work for the City of Malibu by the Consultant, written authorization must be granted by the Community Development Director or his or her designee.
Compensation for a 2-Year Term: $500,000
Applicant-Funded Services: Consultant shall be paid from separate applicant deposits established for the applicable project in accordance with this Agreement and is independent of the above compensation amount.
Hourly Rates
Impact Sciences
Staff Classification Hourly Rate
Principal/Managing Principal $320
Associate Principal $290
Technical Director $290
Senior Project Manager $225
Project Manager $200
Senior Technical Specialist $185
Quality Assurance / Quality Control $200
Technical Specialist $180
GIS Technician $175
Planner $170
Assistant Technical Specialist $140
Publications Manager $140
Graphics $140
Publications $140
Associate Planner $135
Clerical/Administrative $100
Subcontractor Hourly Rates
CR Associates
Staff Classification Hourly Rate
Principal I $325
Senior Professional III $295
Senior Professional I $250
Professional II $225
Analyst II $165
Analyst I $145
Intern $105
Admin/Graphics $120
Dudek
Staff Classification Hourly Rate
Project Director / Environmental $350
Senior Specialist V $290
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Staff Classification Hourly Rate
Senior Specialist I $230
Analyst IV $155
Analyst III $145
ENGEO
Staff Classification Hourly Rate
Principal $440
Associate Engineer / Geologist $360
Project Engineer / Geologist $270
CAD/GIS $257
Project Assistant / WP $190
Pax Environmental
Staff Classification Hourly Rate
Principal $185
Project Management $162
Senior Biologist $138
Senior Archeologist $135
Associate Biologist $121
Associate Archeologist $116
GIS Specialist $139
Technical Editor $94
Suenram and Associates
Staff Classification Hourly Rate
Senior Civil Engineer $217
Technical Lead $177
Engineer III $138
Non-Billable Administrative Overhead
The Consultant will bill only for time spent performing assigned professional work. All other activities associated with carrying out the contract are not billable and are therefore considered overhead or administrative functions contained within the hourly rate. Typical examples of nonbillable overhead activities are:
• Discussion with staff or applicant about the cost of services or to address billing disputes. • Meetings to discuss work performance, contract, or additional services. • Preparation of invoices and other administrative clerical services. • Contract administration, such as preparing or discussing contract amendments. • Time spent resolving errors in the event the Consultant is responsible.
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EXHIBIT C
INSURANCE REQUIREMENTS
Without limiting Consultant’s indemnification of City, and prior to commencement of work and/or 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.
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.
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 Work 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.
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 years after completion of the services required by this agreement.
Workers’ Compensation Insurance. Consultant shall maintain Workers’ Compensation Insurance (statutory limits) and Employer’s Liability insurance (with limits of at least $1,000,000).
Consultant shall submit to Agency, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees, and volunteers.
OTHER PROVISIONS OR REQUIREMENTS
Proof of Insurance. Consultant shall provide certificates of insurance and required endorsements to City as evidence of the insurance coverage required herein. Insurance certificates and endorsements must be approved by City’s Risk Manager prior to commencement of performance.
Current certification of insurance shall be kept on file with City for the contract period and any additional length of time required thereafter. City reserves the right to require complete, certified copies of all required insurance policies, at any time.
Duration of Coverage. Consultant shall procure and maintain for the contract period, and any additional length of time required thereafter, insurance against claims for injuries to persons or damages to property, or financial loss which may arise from or in connection with the performance of the Work hereunder by Consultant, their agents, representatives, employees, or subconsultants.
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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.
City’s Rights of Enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary, and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement.
Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or 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 VII (or larger) in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by the City’s Risk Manager.
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.
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.
Requirements Not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.
Notice of Cancellation. Consultant agrees to oblige its insurance agent or broker and insurers to provide the City with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage. If any of the Consultant’s insurers are unwilling to provide such notice, then Consultant shall have the Docusign Envelope ID: E9D42FBA-63A7-8393-809B-158A91776094 Professional Services Agreement
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responsibility of notifying the City immediately in the event of Consultant’s failure to renew any of the required insurance coverages, or insurer’s cancellation or non-renewal.
Additional Insured Status. General liability, automobile liability, and umbrella/excess liability insurance policies shall provide or be endorsed to provide that City and its officers, officials, employees, agents, and volunteers shall be additional insureds under such policies.
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.
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.
Pass Through Clause. Consultant agrees to ensure that any approved subconsultants, subcontractors, and any other party who is brought onto or involved in the project/service by Consultant (hereinafter collectively “Subcontractor”), provide the same minimum insurance coverage and endorsements required of Consultant under this Agreement. 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. However, in the event Consultant’s Subcontractor cannot comply with this requirement, which proof must be submitted to the City, Consultant may still be able to utilize the Subcontractor provided Consultant shall be required to ensure that its Subcontractor provide and maintain insurance coverage and endorsements sufficient to the specific risk of exposure involved with Subcontractor’s scope of work and services, with limits less than required of the Consultant, but in all other terms consistent with the Consultant’s requirements under this Agreement. This provision does not relieve the Consultant of its contractual obligations under the Agreement and/or limit its liability to the amount of insurance coverage provided by its subcontractors. This provision is intended solely to provide Consultant with the ability to utilize a Subcontractor who may be otherwise qualified to perform the work or services but may not carry the same insurance limits as required of the Consultant under this Agreement given the limited scope of work or services provided by the subcontractor. Consultant agrees that upon request, all agreements with Subcontractors, and others engaged in the project and/or services, will be submitted to City for review.
City’s Right to Revise Specifications. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days’ advance written notice of such change. If such a change results in substantial additional costs to the Consultant, the City and Consultant may renegotiate the Consultant’s compensation.
Self-Insured Retentions. Any self-insured retentions must be declared to and approved by the City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible, or require proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention through confirmation from the underwriter.
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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.
Additional Insurance. The 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.
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PROFESSIONAL SERVICES AGREEMENT
This Professional Services Agreement (the “Agreement”) is made and entered into as of August 10, 2026 by and between the City of Malibu, a municipal corporation (hereinafter referred to as the "City"), and PlaceWorks, Inc., a California corporation (hereinafter referred to as "Consultant"). City and Consultant are herein collectively referred to as “Parties” and separately as a “Party”.
The City and the Consultant agree as follows:
R E C I T A L S
A. The City does not have the personnel able and/or available to perform the services required under this Agreement.
B. The City desires to contract with Consultant for professional services relating to on-call services including preparation of environmental review documents and technical studies for applicant-sponsored and City-sponsored projects that meet the mandates of California Environmental Quality Act (CEQA), National Environmental Policy Act (NEPA), and any other applicable laws, regulations, plans, or procedures as more particularly described in Exhibit A.
C. The Consultant warrants to the City that it has the qualifications, experience and facilities to perform the services under this Agreement in a proper and timely manner.
D. The City and the Consultant desire to enter into this Agreement for the Consultant to perform the services described in this Agreement, including those set forth in Exhibit A.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1.0 SCOPE OF THE CONSULTANT’S SERVICES. The Consultant agrees to provide the services and perform the tasks set forth in Exhibit A (the “Scope of Work”), attached hereto and made part of this Agreement, except that, to the extent that any provision in Exhibit A conflicts with this Agreement, the provisions of this Agreement govern. The Scope of Work may be amended from time to time by way of a written directive from the City.
2.0 TERM OF AGREEMENT. This Agreement will become effective on August 10, 2026, and will remain in effect for a period of two (2) years from said date unless otherwise expressly extended and agreed to by both Parties or terminated by either Party as provided herein.
3.0 CITY AGENT. The City Manager, or his or her designee (collectively, the “City Manager”), for the purposes of this Agreement, is the agent for the City; whenever approval or authorization is required, Consultant understands that the City Manager has the authority, but not the requirement, to provide that approval or authorization.
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4.0 COMPENSATION FOR SERVICES. The City shall pay the Consultant for its professional services rendered and costs incurred pursuant to this Agreement in accordance with the Scope of Work’s fee and cost schedule (Exhibit B). The cost of services shall not exceed $500,000 for the term of the Agreement, except for work performed under an Applicant Deposit, as more particularly described in Section 4.2. No additional compensation shall be paid for any other costs or expenses incurred, unless first approved in writing by the City Manager or designee.
4.1 The Consultant shall submit to the City, by no later than the 10th day of each month, its bill for services itemizing the fees and costs incurred during the previous month. The City shall pay the Consultant all uncontested amounts set forth in the Consultant's bill within 30 days after it is received.
4.2 Applicant Deposit means a project where an applicant submits a financial deposit to the City as required by the City’s fee schedule or other rule or regulation. City shall have the sole authority to determine whether work performed by the Consultant is subject to this Agreement or an Applicant Deposit. In the event the amount of an Applicant Deposit is less than the accumulated cost of the applicant’s project, the Consultant will not be required to continue work on the applicant’s project after expiration of a 15-day written notice to City regarding the deposit funding issue. The immediately preceding sentence shall not apply in the event that the City notifies the Consultant that it will continue to compensate the Consultant regardless of the deposit funding issue or the applicant provides an additional financial deposit to the City.
5.0 CONFLICT OF INTEREST. The Consultant represents that it presently has no interest and shall not acquire any interest, direct or indirect, in any real property located in the City which may be affected by the services to be performed by the Consultant under this Agreement.
The Consultant further represents that in performance of this Agreement, no person having any such interest shall be employed by it.
5.1 The Consultant represents that no City employee or official has a material financial interest in the Consultant’s business. During the term of this Agreement and/or as a result of being awarded this contract, the Consultant shall not offer, encourage or accept any financial interest in the Consultant’s business to or by any City employee or official. This Section 5.1 shall apply to any subcontractor hired by Consultant to perform service under this Agreement.
5.2 If a portion of the Consultant’s services called for under this Agreement shall ultimately be paid for by reimbursement from and through an agreement with a developer of any land within the City or with a City franchisee, the Consultant warrants that it has not performed any work for such developer/franchisee within the last twelve (12) months, and shall not negotiate, offer or accept any contract or request to perform services for that identified developer/franchisee during the term of this Agreement.
6.0 GENERAL TERMS AND CONDITIONS.
6.1 Termination.
6.1.1 Termination Without Cause. Either the City Manager or the Consultant may terminate this Agreement, without cause, by giving the other Party ten (10) days Docusign Envelope ID: 5C75838A-6B2B-87C1-804D-1DA6BDDEEC18 Professional Services Agreement
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written notice of such termination and the effective date thereof. If the City terminates this Agreement without cause, the Consultant shall prepare and shall be entitled to receive compensation pursuant to a close-out bill for services rendered and fees incurred pursuant to this Agreement through the effective date of the notice of termination. If the Consultant terminates this Agreement without cause, the Consultant shall be paid only for those services completed in a manner satisfactory to the City.
6.1.2 Termination For Cause. If the Consultant or the City fail to fulfill in a timely and proper manner its obligations under this Agreement, or if the Consultant or the City violate any of the covenants, agreements, or stipulations of this Agreement, the Consultant or the City shall have the right to terminate this Agreement by giving written notice to the other party of such termination and specifying the effective date of such termination. The Consultant shall be entitled to receive compensation in accordance with the terms of this Agreement for any work satisfactorily completed hereunder. Notwithstanding the foregoing, the Consultant shall not be relieved of liability for damage sustained by virtue of any breach of this Agreement and any payments due under this Agreement may be withheld to off-set anticipated damages.
6.1.3 In the event of any termination hereunder, all finished or unfinished documents, reports, photographs, films, charts, data, studies, surveys, drawings, models, maps, or other documentation prepared by or in the possession of the Consultant under this Agreement shall be immediately returned to the City.
6.2 Non-Assignability. The Consultant shall not assign or transfer any interest in this Agreement without the express, prior written consent of the City.
6.3 Non-Discrimination. The Consultant shall not discriminate as to race, creed, gender, color, national origin, or sexual orientation in the performance of its services and duties pursuant to this Agreement.
6.4 Insurance. The Consultant shall submit to the City certificates indicating compliance with the following minimum insurance requirements no less than one (1) day prior to beginning of performance under this Agreement. Consultant further agrees to comply with all provisions in the attached Exhibit C (“Insurance Requirements”), attached hereto and made part of this Agreement.
6.5 Indemnification. To the fullest extent permitted by law, Consultant shall indemnify, defend, and hold harmless City and any and all of its officials, employees, agents, and volunteers (“Indemnified Parties”) from and against any and all claims, losses, liabilities, damages, costs, and expenses, including attorney’s fees and costs, to the extent they arise out of, pertain to or relate to the negligence, recklessness, or willful misconduct of the Consultant.
Consultant’s duty to defend shall consist of reimbursement of defense costs incurred by City in direct proportion to the Consultant’s proportionate percentage of fault.
Consultant’s percentage of fault, for both indemnity and defense, shall be determined, as applicable, by a court of law, jury, or arbitrator. In the event any loss, liability, or damage is incurred by way of settlement or resolution without a court, jury or arbitrator having made a Docusign Envelope ID: 5C75838A-6B2B-87C1-804D-1DA6BDDEEC18 Professional Services Agreement
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determination of the Consultant’s percentage of fault, and the Parties cannot mutually agree on Consultant’s percentage of fault, the Parties agree to mediation with a neutral third-party to determine the Consultant’s proportionate percentage of fault for purposes of determining the amount of indemnity and defense cost reimbursement owed to the City.
6.6 Compliance with Applicable Law. The Consultant and the City shall comply with all applicable laws, ordinances, and codes of the federal, state, county, and city governments, including, without limitation, Malibu Municipal Code Chapter 5.36 Minimum Wage.
6.7 Independent Contractor. This Agreement is by and between the City and the Consultant and is not intended, and shall not be construed, to create the relationship of agency, servant, employee, partnership, joint venture, or association, as between the City and the Consultant.
6.7.1. The Consultant shall be an independent contractor and shall have no power to incur any debt or obligation for or on behalf of the City. Neither the City nor any of its officers or employees shall have any control over the conduct of the Consultant, or any of the Consultant’s employees, except as herein set forth, and the Consultant expressly warrants not to, at any time or in any manner, represent that it, or any of its agents, servants or employees are in any manner employees of the City, it being distinctly understood that the Consultant is and shall at all times remain to the City a wholly independent contractor and the Consultant's obligations to the City are solely such as are prescribed by this Agreement.
6.8 Copyright. No reports, maps or other documents produced in whole or in part under this Agreement shall be the subject of an application for copyright by or on behalf of the Consultant.
6.9 Legal Construction.
a) This Agreement is made and entered into in the State of California and shall in all respects be interpreted, enforced, and governed under the laws of the State of California. Any and all disputes arising from this Agreement shall be decided solely and exclusively by state or federal courts located in Los Angeles County. b) This Agreement shall be construed without regard to the identity of the persons who drafted its various provisions. Each and every provision of this Agreement shall be construed as though each of the Parties participated equally in the drafting of same, and any rule of construction that a document is to be construed against the drafting party shall not be applicable to this Agreement. c) The article and section, captions and headings herein have been inserted for convenience only and shall not be considered or referred to in resolving questions of interpretation or construction.
d) Whenever in this Agreement the context may so require, the masculine gender shall be deemed to refer to and include the feminine and neuter, and the Docusign Envelope ID: 5C75838A-6B2B-87C1-804D-1DA6BDDEEC18 Professional Services Agreement
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singular shall refer to and include the plural.
6.10 Counterparts. This Agreement may be executed in counterparts and as so executed shall constitute an agreement which shall be binding upon all Parties hereto.
6.11 Final Payment Acceptance Constitutes Release. The acceptance by the Consultant of the final payment made under this Agreement shall operate as and be a release of the City from all claims and liabilities for compensation to the Consultant for anything done, furnished or relating to the Consultant’s work or services. Acceptance of payment shall be any negotiation of the City’s check or the failure to make a written extra compensation claim within ten (10) calendar days of the receipt of that check. However, approval or payment by the City shall not constitute, nor be deemed, a release of the responsibility and liability of the Consultant, its employees, sub-consultants and agents for the accuracy and competency of the information provided and/or work performed; nor shall such approval or payment be deemed to be an assumption of such responsibility or liability by the City for any defect or error in the work prepared by the Consultant, its employees, sub-consultants and agents.
6.12 Corrections. In addition to the above indemnification obligations, the Consultant shall correct, at its own expense, all errors in the work which may be disclosed during the City’s review of the Consultant’s report or plans during or after the Term of this Agreement.
Should the Consultant fail to make such corrections in a reasonably timely manner, such corrections shall be made by the City, and the cost thereof shall be charged to the Consultant. If the City corrections occur during the Term, such charged costs shall be deducted from amounts otherwise owed to the Consultant. If the corrections occur after the Term and final payment to the Consultant, the amount charged shall be due and payable within 45 days after written notice of the City’s invoice.
6.13 Files. All files of the Consultant pertaining to the City shall be and remain the property of the City. The Consultant will control the physical location of such files during the term of this Agreement and shall be entitled to retain copies of such files upon termination of this Agreement.
6.14 Waiver; Remedies Cumulative. Failure by a Party to insist upon the performance of any of the provisions of this Agreement by the other Party, irrespective of the length of time for which such failure continues, shall not constitute a waiver of such Party's right to demand compliance by such other party in the future. No waiver by a Party of a default or breach of the other Party shall be effective or binding upon such Party unless made in writing by such Party, and no such waiver shall be implied from any omissions by a Party to take any action with respect to such default or breach. No express written waiver of a specified default or breach shall affect any other default or breach, or cover any other period of time, other than any default or breach and/or period of time specified. All of the remedies permitted or available to a Party under this Agreement, or at law or in equity, shall be cumulative and alternative, and invocation of any such right or remedy shall not constitute a waiver or election of remedies with respect to any other permitted or available right of remedy.
6.15 Mitigation of Damages. In all such situations arising out of this Agreement, the Parties shall attempt to avoid and minimize the damages resulting from the conduct Docusign Envelope ID: 5C75838A-6B2B-87C1-804D-1DA6BDDEEC18 Professional Services Agreement
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of the other Party.
6.16 Partial Invalidity. If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way.
6.17 Attorneys’ Fees and Costs. The Parties hereto acknowledge and agree that each will bear his/her or its own costs, expenses and attorneys' fees arising out of and/or connected with the negotiation, drafting and execution of the Agreement, and all matters arising out of or connected therewith except that, in the event any action is brought by any Party hereto to enforce this Agreement, the prevailing party in such action shall be entitled to reasonable attorneys' fees and costs in addition to all other relief to which that Party or those Parties may be entitled.
6.18 Entire Agreement. This Agreement constitutes the whole agreement between the City and the Consultant, and neither Party has made any representations to the other except as expressly contained herein. Neither Party, in executing or performing this Agreement, is relying upon any statement or information not contained in this Agreement. Any changes, amendments, or modifications to this Agreement must be approved in advance and in writing, and executed by authorized representatives of both the City and the Consultant.
6.19 Notices. Any notice required to be given hereunder shall be deemed to have been given by depositing said notice in the United States mail, postage prepaid, and addressed as follows:
CITY: Joseph D. Irvin
City Manager
CONSULTANT: PlaceWorks, Inc., a California
corporation
Kara L Kosel
City of Malibu Vice President, Finance
23825 Stuart Ranch Road 700 S. Flower Street, Suite 600 Malibu, CA 90265-4861 00 S. Flower Street, Suite 600
TEL (310) 456-2489 x 226 TEL (213) 623-1443
FAX (310) 456-2760 [email protected]
6.20 Warranty of Authorized Signatories and Acceptance of Facsimile or Electronic Signatures. Each of the signatories hereto warrants and represents that he or she is competent and authorized to enter into this Agreement on behalf of the party for whom he or she purports to sign. The Parties agree that this Contract, agreements ancillary to this Contract, and related documents to be entered into in connection with this Contract will be considered signed when the signature of a party is delivered physically or by facsimile transmission or scanned and delivered via electronic mail. Such facsimile or electronic mail copies will be treated in all respects as having the same effect as an original signature.
6. 21 Standard of Care. Consultant shall perform all services under this Agreement in accordance with the standard of care ordinarily exercised by members of the same profession practicing under similar circumstances at the same time and in the same or similar locality.
Consultant shall perform its services in a timely, competent, and professional manner and in accordance with all applicable laws and regulations.
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6.22 Public Records Act Compliance. Consultant acknowledges that the City is subject to the California Public Records Act (Government Code section 7920.000 et seq.). Consultant agrees to cooperate with the City in responding to any request for records relating to this Agreement or Consultant’s performance of services. Consultant shall promptly provide any such records requested by the City and acknowledges that such records may be subject to disclosure unless exempt from disclosure under applicable law.
6.23 Records Retention and Audit. Consultant shall maintain complete and accurate records relating to the performance of services under this Agreement, including all books, documents, papers, and accounting records. Consultant shall retain such records for a period of at least three (3) years following completion or termination of this Agreement, or longer if required by law or by written directive from the City. Upon reasonable notice, the City or its authorized representatives shall have the right to inspect and audit such records during normal business hours.
6.24 Ownership of Work Product. All reports, documents, data, studies, drawings, specifications, maps, photographs, and other materials prepared or assembled by Consultant in connection with the performance of services under this Agreement (“Work Product”) shall become the property of the City upon creation and shall be delivered to the City upon request or upon completion or termination of this Agreement. Consultant may retain copies for its files, if and when appropriate, but shall not use or disclose the Work Product for any purpose unrelated to this Agreement without the prior written consent of the City.
6.25 Confidentiality and Public Communications. Consultant shall maintain the confidentiality of any non-public information obtained in the course of performing services under this Agreement and shall not disclose such information to any third party without the prior written consent of the City unless required by law. Consultant shall take reasonable measures to protect such information from unauthorized use or disclosure.
Consultant shall not make any public statement, press release, social media post, or other public communication regarding the services performed under this Agreement, the City, or this Agreement without the prior approval of the City. Consultant shall conduct itself in a professional manner and shall not engage in conduct that would reasonably be expected to reflect adversely on the City in connection with the performance of services under this Agreement.
6.26 Subcontractors. Consultant shall not subcontract any portion of the services to be performed under this Agreement without the prior written approval of the City, except to the extent subcontracting is expressly authorized in this Agreement. Consultant shall remain fully responsible for the performance of all services under this Agreement and for the acts and omissions of any subcontractors and their employees or agents.
6.27 Survival. The provisions of this Agreement that by their nature are intended to survive termination or expiration of this Agreement, including but not limited to provisions relating to indemnification, confidentiality, records retention, ownership of work product, and audit rights, shall survive the termination or expiration of this Agreement.
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6.28 Artificial Intelligence Use. For purposes of this Agreement, “Artificial Intelligence” or “AI” means a machine-based system, including generative AI, that generates text, images, code, analyses, or other content based on user inputs. Consultant may use AI solely as a supplemental tool in performing the services under this Agreement and shall not rely upon AI as the primary means of performing such services. Consultant is required to disclose its use of AI in performing services under this Agreement within 30 days of the complete execution of this Agreement.
Consultant shall ensure that qualified personnel independently review, verify, edit, and approve all AI-generated content before relying upon or submitting such content to the City. If the City reasonably determines that Consultant’s use of AI has resulted in work that fails to meet the standard of care applicable under this Agreement, the City may require Consultant to correct the affected services at no additional cost to the City.
7.0 ADDITIONAL TERMS AND CONDITIONS. (City and Consultant initials required at EITHER 7.1 or 7.2, but not both)
7.1 Disclosure Required. By their respective initials next to this paragraph, City and Consultant hereby acknowledge that Consultant is a “consultant” for the purposes of the California Political Reform Act because Consultant’s duties would require him or her to make one or more of the governmental decisions set forth in Fair Political Practices Commission Regulation 18700.3(a) or otherwise serves in a staff capacity for which disclosure would otherwise be required were Consultant employed by the City. Consultant hereby acknowledges his or her assumingoffice, annual, and leaving-office financial reporting obligations under the California Political Reform Act and the City’s Conflict of Interest Code and agrees to comply with those obligations at his or her expense. Prior to consultant commencing services hereunder, the City’s Manager shall prepare and deliver to consultant a memorandum detailing the extent of Consultant’s disclosure obligations in accordance with the City’s Conflict of Interest Code.
City Initials ______
Consultant Initials ______
7.2 Disclosure not Required. By their initials next to this paragraph, City and Consultant hereby acknowledge that Consultant is not a “consultant” for the purpose of the California Political Reform Act because Consultant’s duties and responsibilities are not within the scope of the definition of consultant in Fair Political Practice Commission Regulation 18700.3(a) and is otherwise not serving in staff capacity in accordance with the City’s Conflict of Interest Code.
City Initials ______
Consultant Initials ______
[Signatures on the Following Page]
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This Agreement is executed on _____________________.
PLACEWORKS, INC., a California corporation:
By: _________________________________
Name: KARA L KOSEL
Title: Vice President, Finance
CITY OF MALIBU, a municipal corporation:
___________________________________
BRUCE SILVERSTEIN, Mayor
ATTEST:
___________________________________
KELSEY PETTIJOHN, City Clerk
(seal)
APPROVED AS TO FORM:
___________________________________
TREVOR RUSIN, Interim City Attorney
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EXHIBIT A
SCOPE OF WORK
Task 1: Environmental Review Document Support
Prepare environmental review documents and associated public notices for projects as required under CEQA, including Initial Studies (IS), Negative Declarations (ND), Mitigated Negative Declarations (MND), Environmental Impact Reports (EIR), and Addenda. Peer review technical studies prepared by others, prepare standalone environmental studies at the direction of the City, and review environmental statements and/or analysis prepared by others. In the event of a project requiring NEPA review, prepare Environmental Assessments (EA) and Environmental Impact Statements (EIS) jointly with federal agency partners, when applicable, in accordance with NEPA.
Task 2: Technical Analysis
Thoroughly evaluate a wide range of environmental issues at technical levels of detail commensurate with the requirements of CEQA/NEPA in the following areas:
a) Aesthetics; and preparation or peer review of Visual Resources Technical Reports. b) Agriculture and Forestry Resources.
c) Air Quality; and preparation or peer review of Air Quality Technical Reports and Air Health Risk Assessments (construction, haul route, and operations). d) Biological Resources; and preparation or peer review of Biological Resources Technical Reports (terrestrial and aquatic).
e) Cultural Resources Tribal Cultural Resources; and preparation or peer review of Cultural Resources Technical Reports, and assistance with AB52 and tribal consultation. f) Energy; and preparation or peer review of Energy Use Technical Reports. g) Geology and Soils; and preparation or peer review of Geology and Soils Technical Reports. h) Greenhouse Gas Emissions; and preparation or peer review of Greenhouse Gas Technical Reports.
i) Hazards and Hazardous Materials; and preparation or peer review of Phase I Environmental Site Assessments.
j) Hydrology and Water Quality; and preparation or peer review of Preliminary Drainage Studies and Stormwater Management Plans.
k) Land Use and Planning; and assistance in evaluating consistency with applicable LCP, MMC, and General Plan policies.
l) Mineral Resources.
m) Noise; and preparation or peer review of Noise and Vibration Technical Reports. n) Population and Housing.
o) Public Services; and assistance with will-serve coordination with LACFD, County Sheriff, WD29, City Public Works, and various utilities.
p) Recreation; and assistance in evaluating construction and operational impacts on public parks and public parking, including consistency with applicable LCP, MMC, and General Plan policies.
q) Sea Level Rise; and preparation or peer review of Sea Level Rise Technical Reports. r) Transportation; and preparation or peer review of Vehicle Miles Traveled Analyses (utilizing the SCAG Regional Transportation Demand Model) and Transportation Impact Docusign Envelope ID: 5C75838A-6B2B-87C1-804D-1DA6BDDEEC18 Professional Services Agreement
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Studies.
s) Utilities and Service Systems; and preparation or peer review of Utility Infrastructure Studies (wastewater and water) and Water Supply Assessments. t) Wildfire; and preparation or peer review of Wildfire Reports and Wildfire Evacuation Analyses.
Task 3: Project Coordination, Meetings, and Quality Control Provide project coordination, meeting support, and quality control for work assignments as follows.
a) Assign a dedicated Project Manager who has extensive experience managing the preparation of an environmental document and environmental analysis. b) Attend regular project management meetings and calls with City staff and/or City consultants (may be in-person and/or virtual).
c) Attend working review sessions associated with the environmental document preparation (may be in-person and/or virtual).
d) Attend stakeholder meetings (may be in-person and/or virtual). e) Provide public hearing agenda report support and PowerPoint preparation assistance to City staff and/or City consultants.
f) Attend public hearings.
g) Effectively manage work assignments, schedules, and budget. h) Provide the City with a monthly status report documenting the work performed during the prior month and the work expected to be completed in the next month. i) Provide comprehensive and diligent Quality Assurance (QA) and Quality Control (QC) of all documents prepared, including technical studies and appendices; and ensure an adequate level of information, explanation, and conclusions in all documents as required by CEQA and NEPA.
j) Ensure that the QA/QC process addresses all issues with document formatting, consistency of terms, grammar, abbreviations, and typographical issues. k) Implement measures to ensure version control is maintained by all reviewing parties and to ensure that tracked changes/comments are managed and addressed adequately. l) Diligently work to ensure that all environmental sections of a document are efficient, organized, and formatted for ease of review by the general public, and void of unnecessary repetitive information.
m) Ensure the conclusions in all environmental sections are based on supportive analysis and/or justifications, include clear and concise statements of thresholds and methodologies, and adequately describe a project’s impact on each threshold. n) For MNDs and EIRs, ensure that all mitigation measures proposed are legally sufficient and defensible, as required by CEQA, including: 1) an explanation why the mitigation measure is needed; 2) who would be responsible to perform the mitigation measure; 3) timing for when the mitigation measure should be completed; and 4) monitoring provisions and/or who would be responsible for completing the monitoring. o) For EIRs, facilitate the public scoping meeting in coordination with City staff and/or City consultants, including preparation and delivery of a PowerPoint presentation, obtaining comments, and keeping of meeting notes.
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Task 4: Mitigation Measures Development, Monitoring, and Tracking Assist in the development, monitoring, and tracking of mitigation measures and/or special conditions for development projects.
Task 5: Tracking and Analysis of CEQA/NEPA Legislation, Regulation, Case Law, and Guidance Updates
Perform review and analysis of existing, proposed, or potential federal, state, and local-related laws, regulations, and guidance and their applicability to the City and development projects in the City. Tasks may include preparation of comments, summaries, and/or detailed descriptions of findings and recommendations; and attendance/participation at public meetings, hearings and workshops in support or on behalf of City staff.
Task 6: Environmental Review Support for Grant Applications Prepare environmental review documents and/or technical studies to support City-prepared applications for state and federal grants and/or projects for which the City has been awarded grant funding, in accordance with the funding agency’s procedures and guidance, including, but not limited to FEMA, Caltrans, Ocean Protection Council, California Coastal Commission, South Coast Air Quality Management District, and the California Energy Commission.
Task 7: Training Sessions, Workshops, and Presentations Prepare and/or provide training sessions, workshops, or presentations to City staff and City consultants related to CEQA/NEPA policies, assessments, and methodologies.
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EXHIBIT B
COMPENSATION FOR SERVICES
The Consultant will be paid for professional services rendered and costs incurred pursuant to this Agreement in accordance with this Exhibit B. No additional compensation shall be paid for any other expenses incurred, unless first approved by the City Manager, or his or her designee.
Prior to commencing work for the City of Malibu by the Consultant, written authorization must be granted by the Community Development Director or his or her designee.
Compensation for a 2-Year Term: $500,000
Applicant-Funded Services: Consultant shall be paid from separate applicant deposits established for the applicable project in accordance with this Agreement and is independent of the above compensation amount.
PlaceWorks Hourly Rates
STAFF LEVEL HOURLY BILL RATE
Principal $210-$345
Associate Principal $220-$295
Senior Associate II $200-$280
Senior Associate I $160-$240
Associate II $165-$210
Associate I $150-$195
Project Planner $125-$185
Planner $90-$165
Graphics Specialist $90-$175
Administrator $145-$250
Clerical/Word Processing/Technical Editor $75-$175
Intern $80-$135
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Subconsultant Rates
Fehr & Peers
South Environmental
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GHD
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Non-Billable Administrative Overhead
The Consultant will bill only for time spent performing assigned professional work. All other activities associated with carrying out the contract are not billable and are therefore considered overhead or administrative functions contained within the hourly rate. Typical examples of nonbillable overhead activities are:
• Discussion with staff or applicant about the cost of services or to address billing disputes. • Meetings to discuss work performance, contract, or additional services. • Preparation of invoices and other administrative clerical services. • Contract administration, such as preparing or discussing contract amendments. • Time spent resolving errors in the event the Consultant is responsible.
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EXHIBIT C
INSURANCE REQUIREMENTS
Without limiting Consultant’s indemnification of City, and prior to commencement of work and/or 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.
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.
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 Work 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.
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 years after completion of the services required by this agreement.
Workers’ Compensation Insurance. Consultant shall maintain Workers’ Compensation Insurance (statutory limits) and Employer’s Liability insurance (with limits of at least $1,000,000).
Consultant shall submit to Agency, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees, and volunteers.
OTHER PROVISIONS OR REQUIREMENTS
Proof of Insurance. Consultant shall provide certificates of insurance and required endorsements to City as evidence of the insurance coverage required herein. Insurance certificates and endorsements must be approved by City’s Risk Manager prior to commencement of performance.
Current certification of insurance shall be kept on file with City for the contract period and any additional length of time required thereafter. City reserves the right to require complete, certified copies of all required insurance policies, at any time.
Duration of Coverage. Consultant shall procure and maintain for the contract period, and any additional length of time required thereafter, insurance against claims for injuries to persons or damages to property, or financial loss which may arise from or in connection with the performance of the Work hereunder by Consultant, their agents, representatives, employees, or subconsultants.
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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.
City’s Rights of Enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary, and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement.
Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or 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 VII (or larger) in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by the City’s Risk Manager.
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.
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.
Requirements Not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.
Notice of Cancellation. Consultant agrees to oblige its insurance agent or broker and insurers to provide the City with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage. If any of the Consultant’s insurers are unwilling to provide such notice, then Consultant shall have the Docusign Envelope ID: 5C75838A-6B2B-87C1-804D-1DA6BDDEEC18 Professional Services Agreement
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responsibility of notifying the City immediately in the event of Consultant’s failure to renew any of the required insurance coverages, or insurer’s cancellation or non-renewal.
Additional Insured Status. General liability, automobile liability, and umbrella/excess liability insurance policies shall provide or be endorsed to provide that City and its officers, officials, employees, agents, and volunteers shall be additional insureds under such policies.
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.
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.
Pass Through Clause. Consultant agrees to ensure that any approved subconsultants, subcontractors, and any other party who is brought onto or involved in the project/service by Consultant (hereinafter collectively “Subcontractor”), provide the same minimum insurance coverage and endorsements required of Consultant under this Agreement. 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. However, in the event Consultant’s Subcontractor cannot comply with this requirement, which proof must be submitted to the City, Consultant may still be able to utilize the Subcontractor provided Consultant shall be required to ensure that its Subcontractor provide and maintain insurance coverage and endorsements sufficient to the specific risk of exposure involved with Subcontractor’s scope of work and services, with limits less than required of the Consultant, but in all other terms consistent with the Consultant’s requirements under this Agreement. This provision does not relieve the Consultant of its contractual obligations under the Agreement and/or limit its liability to the amount of insurance coverage provided by its subcontractors. This provision is intended solely to provide Consultant with the ability to utilize a Subcontractor who may be otherwise qualified to perform the work or services but may not carry the same insurance limits as required of the Consultant under this Agreement given the limited scope of work or services provided by the subcontractor. Consultant agrees that upon request, all agreements with Subcontractors, and others engaged in the project and/or services, will be submitted to City for review.
City’s Right to Revise Specifications. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days’ advance written notice of such change. If such a change results in substantial additional costs to the Consultant, the City and Consultant may renegotiate the Consultant’s compensation.
Self-Insured Retentions. Any self-insured retentions must be declared to and approved by the City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible, or require proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention through confirmation from the underwriter.
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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.
Additional Insurance. The 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.
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PROFESSIONAL SERVICES AGREEMENT
This Professional Services Agreement (the “Agreement”) is made and entered into as of August 10, 2026 by and between the City of Malibu, a municipal corporation (hereinafter referred to as the "City"), and Eyestone-Jones Environmental, LLC, a California limited liability company (hereinafter referred to as "Consultant"). City and Consultant are herein collectively referred to as “Parties” and separately as a “Party”.
The City and the Consultant agree as follows:
R E C I T A L S
A. The City does not have the personnel able and/or available to perform the services required under this Agreement.
B. The City desires to contract with Consultant for professional services relating to on-call services including preparation of environmental review documents and technical studies for applicant-sponsored and City-sponsored projects that meet the mandates of California Environmental Quality Act (CEQA), National Environmental Policy Act (NEPA), and any other applicable laws, regulations, plans, or procedures as more particularly described in Exhibit A.
C. The Consultant warrants to the City that it has the qualifications, experience and facilities to perform the services under this Agreement in a proper and timely manner.
D. The City and the Consultant desire to enter into this Agreement for the Consultant to perform the services described in this Agreement, including those set forth in Exhibit A.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1.0 SCOPE OF THE CONSULTANT’S SERVICES. The Consultant agrees to provide the services and perform the tasks set forth in Exhibit A (the “Scope of Work”), attached hereto and made part of this Agreement, except that, to the extent that any provision in Exhibit A conflicts with this Agreement, the provisions of this Agreement govern. The Scope of Work may be amended from time to time by way of a written directive from the City.
2.0 TERM OF AGREEMENT. This Agreement will become effective on August 10, 2026, and will remain in effect for a period of two (2) years from said date unless otherwise expressly extended and agreed to by both Parties or terminated by either Party as provided herein.
3.0 CITY AGENT. The City Manager, or his or her designee (collectively, the “City Manager”), for the purposes of this Agreement, is the agent for the City; whenever approval or authorization is required, Consultant understands that the City Manager has the authority, but not the requirement, to provide that approval or authorization.
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4.0 COMPENSATION FOR SERVICES. The City shall pay the Consultant for its professional services rendered and costs incurred pursuant to this Agreement in accordance with the Scope of Work’s fee and cost schedule (Exhibit B). The cost of services shall not exceed $500,000 for the term of the Agreement, except for work performed under an Applicant Deposit, as more particularly described in Section 4.2. No additional compensation shall be paid for any other costs or expenses incurred, unless first approved in writing by the City Manager or designee.
4.1 The Consultant shall submit to the City, by no later than the 10th day of each month, its bill for services itemizing the fees and costs incurred during the previous month. The City shall pay the Consultant all uncontested amounts set forth in the Consultant's bill within 30 days after it is received.
4.2 Applicant Deposit means a project where an applicant submits a financial deposit to the City as required by the City’s fee schedule or other rule or regulation. City shall have the sole authority to determine whether work performed by the Consultant is subject to this Agreement or an Applicant Deposit. In the event the amount of an Applicant Deposit is less than the accumulated cost of the applicant’s project, the Consultant will not be required to continue work on the applicant’s project after expiration of a 15-day written notice to City regarding the deposit funding issue. The immediately preceding sentence shall not apply in the event that the City notifies the Consultant that it will continue to compensate the Consultant regardless of the deposit funding issue or the applicant provides an additional financial deposit to the City.
5.0 CONFLICT OF INTEREST. The Consultant represents that it presently has no interest and shall not acquire any interest, direct or indirect, in any real property located in the City which may be affected by the services to be performed by the Consultant under this Agreement.
The Consultant further represents that in performance of this Agreement, no person having any such interest shall be employed by it.
5.1 The Consultant represents that no City employee or official has a material financial interest in the Consultant’s business. During the term of this Agreement and/or as a result of being awarded this contract, the Consultant shall not offer, encourage or accept any financial interest in the Consultant’s business to or by any City employee or official. This Section 5.1 shall apply to any subcontractor hired by Consultant to perform service under this Agreement.
5.2 If a portion of the Consultant’s services called for under this Agreement shall ultimately be paid for by reimbursement from and through an agreement with a developer of any land within the City or with a City franchisee, the Consultant warrants that it has not performed any work for such developer/franchisee within the last twelve (12) months, and shall not negotiate, offer or accept any contract or request to perform services for that identified developer/franchisee during the term of this Agreement.
6.0 GENERAL TERMS AND CONDITIONS.
6.1 Termination.
6.1.1 Termination Without Cause. Either the City Manager or the Consultant may terminate this Agreement, without cause, by giving the other Party ten (10) days Docusign Envelope ID: B6A5CB1E-B73A-839C-8019-3D9CB9B09C0B Professional Services Agreement
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written notice of such termination and the effective date thereof. If the City terminates this Agreement without cause, the Consultant shall prepare and shall be entitled to receive compensation pursuant to a close-out bill for services rendered and fees incurred pursuant to this Agreement through the effective date of the notice of termination. If the Consultant terminates this Agreement without cause, the Consultant shall be paid only for those services completed in a manner satisfactory to the City.
6.1.2 Termination For Cause. If the Consultant or the City fail to fulfill in a timely and proper manner its obligations under this Agreement, or if the Consultant or the City violate any of the covenants, agreements, or stipulations of this Agreement, the Consultant or the City shall have the right to terminate this Agreement by giving written notice to the other party of such termination and specifying the effective date of such termination. The Consultant shall be entitled to receive compensation in accordance with the terms of this Agreement for any work satisfactorily completed hereunder. Notwithstanding the foregoing, the Consultant shall not be relieved of liability for damage sustained by virtue of any breach of this Agreement and any payments due under this Agreement may be withheld to off-set anticipated damages.
6.1.3 In the event of any termination hereunder, all finished or unfinished documents, reports, photographs, films, charts, data, studies, surveys, drawings, models, maps, or other documentation prepared by or in the possession of the Consultant under this Agreement shall be immediately returned to the City.
6.2 Non-Assignability. The Consultant shall not assign or transfer any interest in this Agreement without the express, prior written consent of the City.
6.3 Non-Discrimination. The Consultant shall not discriminate as to race, creed, gender, color, national origin, or sexual orientation in the performance of its services and duties pursuant to this Agreement.
6.4 Insurance. The Consultant shall submit to the City certificates indicating compliance with the following minimum insurance requirements no less than one (1) day prior to beginning of performance under this Agreement. Consultant further agrees to comply with all provisions in the attached Exhibit C (“Insurance Requirements”), attached hereto and made part of this Agreement.
6.5 Indemnification. To the fullest extent permitted by law, Consultant shall indemnify, defend, and hold harmless City and any and all of its officials, employees, agents, and volunteers (“Indemnified Parties”) from and against any and all claims, losses, liabilities, damages, costs, and expenses, including attorney’s fees and costs, to the extent they arise out of, pertain to or relate to the negligence, recklessness, or willful misconduct of the Consultant.
Consultant’s duty to defend shall consist of reimbursement of defense costs incurred by City in direct proportion to the Consultant’s proportionate percentage of fault.
Consultant’s percentage of fault, for both indemnity and defense, shall be determined, as applicable, by a court of law, jury, or arbitrator. In the event any loss, liability, or damage is incurred by way of settlement or resolution without a court, jury or arbitrator having made a Docusign Envelope ID: B6A5CB1E-B73A-839C-8019-3D9CB9B09C0B Professional Services Agreement
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determination of the Consultant’s percentage of fault, and the Parties cannot mutually agree on Consultant’s percentage of fault, the Parties agree to mediation with a neutral third-party to determine the Consultant’s proportionate percentage of fault for purposes of determining the amount of indemnity and defense cost reimbursement owed to the City.
6.6 Compliance with Applicable Law. The Consultant and the City shall comply with all applicable laws, ordinances, and codes of the federal, state, county, and city governments, including, without limitation, Malibu Municipal Code Chapter 5.36 Minimum Wage.
6.7 Independent Contractor. This Agreement is by and between the City and the Consultant and is not intended, and shall not be construed, to create the relationship of agency, servant, employee, partnership, joint venture, or association, as between the City and the Consultant.
6.7.1. The Consultant shall be an independent contractor and shall have no power to incur any debt or obligation for or on behalf of the City. Neither the City nor any of its officers or employees shall have any control over the conduct of the Consultant, or any of the Consultant’s employees, except as herein set forth, and the Consultant expressly warrants not to, at any time or in any manner, represent that it, or any of its agents, servants or employees are in any manner employees of the City, it being distinctly understood that the Consultant is and shall at all times remain to the City a wholly independent contractor and the Consultant's obligations to the City are solely such as are prescribed by this Agreement.
6.8 Copyright. No reports, maps or other documents produced in whole or in part under this Agreement shall be the subject of an application for copyright by or on behalf of the Consultant.
6.9 Legal Construction.
a) This Agreement is made and entered into in the State of California and shall in all respects be interpreted, enforced, and governed under the laws of the State of California. Any and all disputes arising from this Agreement shall be decided solely and exclusively by state or federal courts located in Los Angeles County. b) This Agreement shall be construed without regard to the identity of the persons who drafted its various provisions. Each and every provision of this Agreement shall be construed as though each of the Parties participated equally in the drafting of same, and any rule of construction that a document is to be construed against the drafting party shall not be applicable to this Agreement. c) The article and section, captions and headings herein have been inserted for convenience only and shall not be considered or referred to in resolving questions of interpretation or construction.
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singular shall refer to and include the plural.
6.10 Counterparts. This Agreement may be executed in counterparts and as so executed shall constitute an agreement which shall be binding upon all Parties hereto.
6.11 Final Payment Acceptance Constitutes Release. The acceptance by the Consultant of the final payment made under this Agreement shall operate as and be a release of the City from all claims and liabilities for compensation to the Consultant for anything done, furnished or relating to the Consultant’s work or services. Acceptance of payment shall be any negotiation of the City’s check or the failure to make a written extra compensation claim within ten (10) calendar days of the receipt of that check. However, approval or payment by the City shall not constitute, nor be deemed, a release of the responsibility and liability of the Consultant, its employees, sub-consultants and agents for the accuracy and competency of the information provided and/or work performed; nor shall such approval or payment be deemed to be an assumption of such responsibility or liability by the City for any defect or error in the work prepared by the Consultant, its employees, sub-consultants and agents.
6.12 Corrections. In addition to the above indemnification obligations, the Consultant shall correct, at its own expense, all errors in the work which may be disclosed during the City’s review of the Consultant’s report or plans during or after the Term of this Agreement.
Should the Consultant fail to make such corrections in a reasonably timely manner, such corrections shall be made by the City, and the cost thereof shall be charged to the Consultant. If the City corrections occur during the Term, such charged costs shall be deducted from amounts otherwise owed to the Consultant. If the corrections occur after the Term and final payment to the Consultant, the amount charged shall be due and payable within 45 days after written notice of the City’s invoice.
6.13 Files. All files of the Consultant pertaining to the City shall be and remain the property of the City. The Consultant will control the physical location of such files during the term of this Agreement and shall be entitled to retain copies of such files upon termination of this Agreement.
6.14 Waiver; Remedies Cumulative. Failure by a Party to insist upon the performance of any of the provisions of this Agreement by the other Party, irrespective of the length of time for which such failure continues, shall not constitute a waiver of such Party's right to demand compliance by such other party in the future. No waiver by a Party of a default or breach of the other Party shall be effective or binding upon such Party unless made in writing by such Party, and no such waiver shall be implied from any omissions by a Party to take any action with respect to such default or breach. No express written waiver of a specified default or breach shall affect any other default or breach, or cover any other period of time, other than any default or breach and/or period of time specified. All of the remedies permitted or available to a Party under this Agreement, or at law or in equity, shall be cumulative and alternative, and invocation of any such right or remedy shall not constitute a waiver or election of remedies with respect to any other permitted or available right of remedy.
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of the other Party.
6.16 Partial Invalidity. If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way.
6.17 Attorneys’ Fees and Costs. The Parties hereto acknowledge and agree that each will bear his/her or its own costs, expenses and attorneys' fees arising out of and/or connected with the negotiation, drafting and execution of the Agreement, and all matters arising out of or connected therewith except that, in the event any action is brought by any Party hereto to enforce this Agreement, the prevailing party in such action shall be entitled to reasonable attorneys' fees and costs in addition to all other relief to which that Party or those Parties may be entitled.
6.18 Entire Agreement. This Agreement constitutes the whole agreement between the City and the Consultant, and neither Party has made any representations to the other except as expressly contained herein. Neither Party, in executing or performing this Agreement, is relying upon any statement or information not contained in this Agreement. Any changes, amendments, or modifications to this Agreement must be approved in advance and in writing, and executed by authorized representatives of both the City and the Consultant.
6.19 Notices. Any notice required to be given hereunder shall be deemed to have been given by depositing said notice in the United States mail, postage prepaid, and addressed as follows:
CITY: Joseph D. Irvin
City Manager
CONSULTANT: Eyestone-Jones Environmental, LLC,
a California limited liability company
Stephanie Eyestone-Jones
City of Malibu President
23825 Stuart Ranch Road 101 Continental Blvd., Suite 240 Malibu, CA 90265-4861 El Segundo, CA 90245
TEL (310) 456-2489 x 226 TEL (424) 207-5333
FAX (310) 456-2760 [email protected]
6.20 Warranty of Authorized Signatories and Acceptance of Facsimile or Electronic Signatures. Each of the signatories hereto warrants and represents that he or she is competent and authorized to enter into this Agreement on behalf of the party for whom he or she purports to sign. The Parties agree that this Contract, agreements ancillary to this Contract, and related documents to be entered into in connection with this Contract will be considered signed when the signature of a party is delivered physically or by facsimile transmission or scanned and delivered via electronic mail. Such facsimile or electronic mail copies will be treated in all respects as having the same effect as an original signature.
6. 21 Standard of Care. Consultant shall perform all services under this Agreement in accordance with the standard of care ordinarily exercised by members of the same profession practicing under similar circumstances at the same time and in the same or similar locality.
Consultant shall perform its services in a timely, competent, and professional manner and in accordance with all applicable laws and regulations.
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6.22 Public Records Act Compliance. Consultant acknowledges that the City is subject to the California Public Records Act (Government Code section 7920.000 et seq.). Consultant agrees to cooperate with the City in responding to any request for records relating to this Agreement or Consultant’s performance of services. Consultant shall promptly provide any such records requested by the City and acknowledges that such records may be subject to disclosure unless exempt from disclosure under applicable law.
6.23 Records Retention and Audit. Consultant shall maintain complete and accurate records relating to the performance of services under this Agreement, including all books, documents, papers, and accounting records. Consultant shall retain such records for a period of at least three (3) years following completion or termination of this Agreement, or longer if required by law or by written directive from the City. Upon reasonable notice, the City or its authorized representatives shall have the right to inspect and audit such records during normal business hours.
6.24 Ownership of Work Product. All reports, documents, data, studies, drawings, specifications, maps, photographs, and other materials prepared or assembled by Consultant in connection with the performance of services under this Agreement (“Work Product”) shall become the property of the City upon creation and shall be delivered to the City upon request or upon completion or termination of this Agreement. Consultant may retain copies for its files, if and when appropriate, but shall not use or disclose the Work Product for any purpose unrelated to this Agreement without the prior written consent of the City.
6.25 Confidentiality and Public Communications. Consultant shall maintain the confidentiality of any non-public information obtained in the course of performing services under this Agreement and shall not disclose such information to any third party without the prior written consent of the City unless required by law. Consultant shall take reasonable measures to protect such information from unauthorized use or disclosure.
Consultant shall not make any public statement, press release, social media post, or other public communication regarding the services performed under this Agreement, the City, or this Agreement without the prior approval of the City. Consultant shall conduct itself in a professional manner and shall not engage in conduct that would reasonably be expected to reflect adversely on the City in connection with the performance of services under this Agreement.
6.26 Subcontractors. Consultant shall not subcontract any portion of the services to be performed under this Agreement without the prior written approval of the City, except to the extent subcontracting is expressly authorized in this Agreement. Consultant shall remain fully responsible for the performance of all services under this Agreement and for the acts and omissions of any subcontractors and their employees or agents.
6.27 Survival. The provisions of this Agreement that by their nature are intended to survive termination or expiration of this Agreement, including but not limited to provisions relating to indemnification, confidentiality, records retention, ownership of work product, and audit rights, shall survive the termination or expiration of this Agreement.
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6.28 Artificial Intelligence Use. For purposes of this Agreement, “Artificial Intelligence” or “AI” means a machine-based system, including generative AI, that generates text, images, code, analyses, or other content based on user inputs. Consultant may use AI solely as a supplemental tool in performing the services under this Agreement and shall not rely upon AI as the primary means of performing such services. Consultant is required to disclose its use of AI in performing services under this Agreement within 30 days of the complete execution of this Agreement.
Consultant shall ensure that qualified personnel independently review, verify, edit, and approve all AI-generated content before relying upon or submitting such content to the City. If the City reasonably determines that Consultant’s use of AI has resulted in work that fails to meet the standard of care applicable under this Agreement, the City may require Consultant to correct the affected services at no additional cost to the City.
7.0 ADDITIONAL TERMS AND CONDITIONS. (City and Consultant initials required at EITHER 7.1 or 7.2, but not both)
7.1 Disclosure Required. By their respective initials next to this paragraph, City and Consultant hereby acknowledge that Consultant is a “consultant” for the purposes of the California Political Reform Act because Consultant’s duties would require him or her to make one or more of the governmental decisions set forth in Fair Political Practices Commission Regulation 18700.3(a) or otherwise serves in a staff capacity for which disclosure would otherwise be required were Consultant employed by the City. Consultant hereby acknowledges his or her assumingoffice, annual, and leaving-office financial reporting obligations under the California Political Reform Act and the City’s Conflict of Interest Code and agrees to comply with those obligations at his or her expense. Prior to consultant commencing services hereunder, the City’s Manager shall prepare and deliver to consultant a memorandum detailing the extent of Consultant’s disclosure obligations in accordance with the City’s Conflict of Interest Code.
City Initials ______
Consultant Initials ______
7.2 Disclosure not Required. By their initials next to this paragraph, City and Consultant hereby acknowledge that Consultant is not a “consultant” for the purpose of the California Political Reform Act because Consultant’s duties and responsibilities are not within the scope of the definition of consultant in Fair Political Practice Commission Regulation 18700.3(a) and is otherwise not serving in staff capacity in accordance with the City’s Conflict of Interest Code.
City Initials ______
Consultant Initials ______
[Signatures on the Following Page]
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This Agreement is executed on _____________________.
EYESTONE-JONES ENVIRONMENTAL, LLC, a California limited liability company:
By: _________________________________
Name: STEPHANIE EYESTONE-JONES
Title: President
CITY OF MALIBU, a municipal corporation:
___________________________________
BRUCE SILVERSTEIN, Mayor
ATTEST:
___________________________________
KELSEY PETTIJOHN, City Clerk
(seal)
APPROVED AS TO FORM:
___________________________________
TREVOR RUSIN, Interim City Attorney
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EXHIBIT A
SCOPE OF WORK
Task 1: Environmental Review Document Support
Prepare environmental review documents and associated public notices for projects as required under CEQA, including Initial Studies (IS), Negative Declarations (ND), Mitigated Negative Declarations (MND), Environmental Impact Reports (EIR), and Addenda. Peer review technical studies prepared by others, prepare standalone environmental studies at the direction of the City, and review environmental statements and/or analysis prepared by others. In the event of a project requiring NEPA review, prepare Environmental Assessments (EA) and Environmental Impact Statements (EIS) jointly with federal agency partners, when applicable, in accordance with NEPA.
Task 2: Technical Analysis
Thoroughly evaluate a wide range of environmental issues at technical levels of detail commensurate with the requirements of CEQA/NEPA in the following areas:
a) Aesthetics; and preparation or peer review of Visual Resources Technical Reports. b) Agriculture and Forestry Resources.
c) Air Quality; and preparation or peer review of Air Quality Technical Reports and Air Health Risk Assessments (construction, haul route, and operations). d) Biological Resources; and preparation or peer review of Biological Resources Technical Reports (terrestrial and aquatic).
e) Cultural Resources Tribal Cultural Resources; and preparation or peer review of Cultural Resources Technical Reports, and assistance with AB52 and tribal consultation. f) Energy; and preparation or peer review of Energy Use Technical Reports. g) Geology and Soils; and preparation or peer review of Geology and Soils Technical Reports. h) Greenhouse Gas Emissions; and preparation or peer review of Greenhouse Gas Technical Reports.
i) Hazards and Hazardous Materials; and preparation or peer review of Phase I Environmental Site Assessments.
j) Hydrology and Water Quality; and preparation or peer review of Preliminary Drainage Studies and Stormwater Management Plans.
k) Land Use and Planning; and assistance in evaluating consistency with applicable LCP, MMC, and General Plan policies.
l) Mineral Resources.
m) Noise; and preparation or peer review of Noise and Vibration Technical Reports. n) Population and Housing.
o) Public Services; and assistance with will-serve coordination with LACFD, County Sheriff, WD29, City Public Works, and various utilities.
p) Recreation; and assistance in evaluating construction and operational impacts on public parks and public parking, including consistency with applicable LCP, MMC, and General Plan policies.
q) Sea Level Rise; and preparation or peer review of Sea Level Rise Technical Reports. r) Transportation; and preparation or peer review of Vehicle Miles Traveled Analyses (utilizing the SCAG Regional Transportation Demand Model) and Transportation Impact Docusign Envelope ID: B6A5CB1E-B73A-839C-8019-3D9CB9B09C0B Professional Services Agreement
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Studies.
s) Utilities and Service Systems; and preparation or peer review of Utility Infrastructure Studies (wastewater and water) and Water Supply Assessments. t) Wildfire; and preparation or peer review of Wildfire Reports and Wildfire Evacuation Analyses.
Task 3: Project Coordination, Meetings, and Quality Control Provide project coordination, meeting support, and quality control for work assignments as follows.
a) Assign a dedicated Project Manager who has extensive experience managing the preparation of an environmental document and environmental analysis. b) Attend regular project management meetings and calls with City staff and/or City consultants (may be in-person and/or virtual).
c) Attend working review sessions associated with the environmental document preparation (may be in-person and/or virtual).
d) Attend stakeholder meetings (may be in-person and/or virtual). e) Provide public hearing agenda report support and PowerPoint preparation assistance to City staff and/or City consultants.
f) Attend public hearings.
g) Effectively manage work assignments, schedules, and budget. h) Provide the City with a monthly status report documenting the work performed during the prior month and the work expected to be completed in the next month. i) Provide comprehensive and diligent Quality Assurance (QA) and Quality Control (QC) of all documents prepared, including technical studies and appendices; and ensure an adequate level of information, explanation, and conclusions in all documents as required by CEQA and NEPA.
j) Ensure that the QA/QC process addresses all issues with document formatting, consistency of terms, grammar, abbreviations, and typographical issues. k) Implement measures to ensure version control is maintained by all reviewing parties and to ensure that tracked changes/comments are managed and addressed adequately. l) Diligently work to ensure that all environmental sections of a document are efficient, organized, and formatted for ease of review by the general public, and void of unnecessary repetitive information.
m) Ensure the conclusions in all environmental sections are based on supportive analysis and/or justifications, include clear and concise statements of thresholds and methodologies, and adequately describe a project’s impact on each threshold. n) For MNDs and EIRs, ensure that all mitigation measures proposed are legally sufficient and defensible, as required by CEQA, including: 1) an explanation why the mitigation measure is needed; 2) who would be responsible to perform the mitigation measure; 3) timing for when the mitigation measure should be completed; and 4) monitoring provisions and/or who would be responsible for completing the monitoring. o) For EIRs, facilitate the public scoping meeting in coordination with City staff and/or City consultants, including preparation and delivery of a PowerPoint presentation, obtaining comments, and keeping of meeting notes.
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Task 4: Mitigation Measures Development, Monitoring, and Tracking Assist in the development, monitoring, and tracking of mitigation measures and/or special conditions for development projects.
Task 5: Tracking and Analysis of CEQA/NEPA Legislation, Regulation, Case Law, and Guidance Updates
Perform review and analysis of existing, proposed, or potential federal, state, and local-related laws, regulations, and guidance and their applicability to the City and development projects in the City. Tasks may include preparation of comments, summaries, and/or detailed descriptions of findings and recommendations; and attendance/participation at public meetings, hearings and workshops in support or on behalf of City staff.
Task 6: Environmental Review Support for Grant Applications Prepare environmental review documents and/or technical studies to support City-prepared applications for state and federal grants and/or projects for which the City has been awarded grant funding, in accordance with the funding agency’s procedures and guidance, including, but not limited to FEMA, Caltrans, Ocean Protection Council, California Coastal Commission, South Coast Air Quality Management District, and the California Energy Commission.
Task 7: Training Sessions, Workshops, and Presentations Prepare and/or provide training sessions, workshops, or presentations to City staff and City consultants related to CEQA/NEPA policies, assessments, and methodologies.
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EXHIBIT B
COMPENSATION FOR SERVICES
The Consultant will be paid for professional services rendered and costs incurred pursuant to this Agreement in accordance with this Exhibit B. No additional compensation shall be paid for any other expenses incurred, unless first approved by the City Manager, or his or her designee.
Prior to commencing work for the City of Malibu by the Consultant, written authorization must be granted by the Community Development Director or his or her designee.
Compensation for a 2-Year Term: $500,000
Applicant-Funded Services: Consultant shall be paid from separate applicant deposits established for the applicable project in accordance with this Agreement and is independent of the above compensation amount.
Hourly Rates
Subconsultant Rates
Francis Krahe & Associates
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ECORP Consulting
SWCA
Acoustical Engineering Services
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Historic Resources Group
Geosyntec Consultants
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GHD
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Gibson Transportation Consulting
KPFF Consulting Engineers
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DUDEK
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Non-Billable Administrative Overhead
The Consultant will bill only for time spent performing assigned professional work. All other activities associated with carrying out the contract are not billable and are therefore considered overhead or administrative functions contained within the hourly rate. Typical examples of nonbillable overhead activities are:
• Discussion with staff or applicant about the cost of services or to address billing disputes. • Meetings to discuss work performance, contract, or additional services. • Preparation of invoices and other administrative clerical services. • Contract administration, such as preparing or discussing contract amendments. • Time spent resolving errors in the event the Consultant is responsible.
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EXHIBIT C
INSURANCE REQUIREMENTS
Without limiting Consultant’s indemnification of City, and prior to commencement of work and/or 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.
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.
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 Work 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.
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 years after completion of the services required by this agreement.
Workers’ Compensation Insurance. Consultant shall maintain Workers’ Compensation Insurance (statutory limits) and Employer’s Liability insurance (with limits of at least $1,000,000).
Consultant shall submit to Agency, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees, and volunteers.
OTHER PROVISIONS OR REQUIREMENTS
Proof of Insurance. Consultant shall provide certificates of insurance and required endorsements to City as evidence of the insurance coverage required herein. Insurance certificates and endorsements must be approved by City’s Risk Manager prior to commencement of performance.
Current certification of insurance shall be kept on file with City for the contract period and any additional length of time required thereafter. City reserves the right to require complete, certified copies of all required insurance policies, at any time.
Duration of Coverage. Consultant shall procure and maintain for the contract period, and any additional length of time required thereafter, insurance against claims for injuries to persons or damages to property, or financial loss which may arise from or in connection with the performance of the Work hereunder by Consultant, their agents, representatives, employees, or subconsultants.
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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.
City’s Rights of Enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary, and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement.
Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or 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 VII (or larger) in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by the City’s Risk Manager.
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.
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.
Requirements Not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.
Notice of Cancellation. Consultant agrees to oblige its insurance agent or broker and insurers to provide the City with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage. If any of the Consultant’s insurers are unwilling to provide such notice, then Consultant shall have the Docusign Envelope ID: B6A5CB1E-B73A-839C-8019-3D9CB9B09C0B Professional Services Agreement
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