each year for the initial 36-month term of the Agreement. CONSULTANT reserves the right to suspend any CivicPlus Products and Services should there be a lapse in payment. A lapse will require the payment of a setup fee to reinstate the subscription. All fees are exclusive of applicable state, local, and federal taxes, which, if any, will be included in the invoice. It is CITY’s responsibility to provide applicable exemption certificate(s). Notwithstanding the foregoing, the amounts owed for the Services exclude, and Customer will be responsible for, all sales, use, excise, withholding, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental entity in connection with the Services (excluding taxes based solely on CivicPlus’s income). If the Customer is tax-exempt, the Customer must provide CivicPlus proof of their tax-exempt status within fifteen (15) days of contract signing, and the fees owed by Customer under this Agreement will not be taxed. If such exemption certificate is challenged or held invalid by a taxing authority, Customer agrees to pay for all resulting fines, penalties, and expenses.
D. CONSULTANT shall provide complete help desk support for administrators and customers of the CivicPlus Products and Services.
Regular support shall be available from 7:00 a.m. to 7:00 p.m. CST, Monday through Friday, via email ([email protected]) or toll-free telephone (XXX-XXX-XXXX). Emergency support is available 24/7 and is included in the regular support.
E. CONSULTANT shall make best efforts to submit to CITY its invoice for annual services itemizing the fees and costs for the July 1, 2025 to June 30, 2026 period, July 1, 2026 to June 30, 2027 period, and July 1, 2027 to June 30, 2028 period before the beginning of the annual term.
F. CITY shall pay CONSULTANT all amounts set forth in CONSULTANT’s invoice within 30 days after the date of invoice. CITY shall provide CONSULTANT with detailed written notice of any amount(s) CITY reasonably disputes within thirty (30) days of the date of invoice for said amount(s) at issue. CONSULTANT will not exercise its rights to suspend any XXX Products and Services if CITY has, in good faith, disputed an invoice and is diligently trying to resolve the dispute.
G. After the initial thirty-six (36) month term of this Agreement, the CivicPlus Product and Services fees shall automatically increase from the previous term’s fees by five (5) percent upon the anniversary of this Agreement.
This includes the first annual term after the initial thirty-six (36) month term. It shall not be required for CONSULTANT to provide notice of such increase prior to the automatic renewal of this Agreement. CITY and CONSULTANT agree that a Purchase Order will not be required for issuing such invoice.
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2. SCOPE OF SERVICES. Except as herein otherwise expressly specified to be furnished
by CITY, CONSULTANT will, in a professional manner, furnish all of the labor, technical, administrative, professional and other personnel, all supplies and materials, equipment, printing, vehicles, transportation, office space, and facilities necessary or proper to perform and complete the work and provide the professional services required of CONSULTANT by this Agreement.
3. FAMILIARITY WITH WORK. By executing this Agreement, CONSULTANT represents that CONSULTANT has (a) thoroughly investigated and considered the scope of services to be performed; (b) carefully considered how the services should be performed; and (c) understands the facilities, difficulties, and restrictions attending performance of the services under this Agreement.
4. TERM OF AGREEMENT. The term of this Agreement shall commence on April 1, 2025 and shall continue in full force and effect until June 30, 2028. Unless a Party has given written notice to the other Party at least ninety (90) days prior to the end of the then-current term, the CivicPlus Products and Services will automatically renew at the end of each term for an extension term of one (1) year.
5. CHANGES. CITY may order changes in the services within the general scope of this Agreement, consisting of additions, deletions, or other revisions, and the contract sum and the contract time will be adjusted accordingly. All such changes must be authorized in writing, executed by CONSULTANT and CITY. The cost or credit to CITY resulting from changes in the services will be determined in accordance with written agreement between the parties.
6. USE OF CIVICPLUS PRODUCTS AND SERVICES AND PROPRIETARY RIGHTS.
A. CivicPlus Products and Services. The CivicPlus Products and Services are purchased by CITY as a subscription during the terms specified in Exhibit A.
B. Permitted Use. Subject to the terms and conditions of this Agreement, CONSULTANT hereby grants during each term specified in Exhibit A, and CITY hereby accepts, solely for its internal use, a worldwide, revocable, non-exclusive, non-transferrable right to use the CivicPlus Products and Services to the extent allowed in the relevant term specified in Exhibit A (collectively the “Permitted Use”). The Permitted Use shall also include the right, subject to the conditions and restrictions set forth herein, to use the CivicPlus Products and Services up to the levels limited in the applicable term specified in Exhibit A.
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i. Data Sources. Data uploaded into CivicPlus Products and Services must be brought in from CITY sources (interactions with end users and opt-in contact lists). CITY cannot upload contact information purchased from a third party into CivicPlus Products and Services without CONSULTANT’ written permission and professional services support for list cleansing.
ii. Passwords. Passwords are not transferable to any third party.
CITY is responsible for keeping all passwords secure and all use of the CivicPlus Products and Services accessed through CITY’s passwords.
iii. Content. CITY can only use CivicPlus Products and Services to share content that is created by and owned by CITY and/or content for related organizations provided that it is in support of other organizations but not as a primary communication vehicle for other organizations that do not have a CONSULTANT subscription. Any content deemed inappropriate for a public audience or in support of programs or topics that are unrelated to CITY, can be removed or limited by CONSULTANT.
1. Disclaimers. Any text, data, graphics, or any other material displayed or published on CITY’s website must be free from violation of or infringement of copyright, trademark, service mark, patent, trade secret, statutory, common law or
proprietary or intellectual property rights of others.
CONSULTANT is not responsible for content migrated by
Client or any third party.
iv. Advertising. CivicPlus Products and Services shall not be used to solely promote products or services available for sale through CITY or any third party unless approved in writing, in advance, by CONSULTANT. CONSULTANT reserves the right to request and review the details of any agreement between CITY and a third party that compensates CITY for the right to have information included in Content distributed or made available through CivicPlus Products and Services prior to approving the presence of Advertising within CivicPlus Products and Services.
C. Restrictions. CITY shall not:
i. Misuse any CONSULTANT resources or cause any disruption, including but not limited to, the display of pornography or linking to pornographic material, advertisements, solicitations, or mass mailings to individuals who have not agreed to be contacted; 213
ii. Use any process, program, or tool for gaining unauthorized access to the systems, networks, or accounts of other parties, including but not limited to, other CONSULTANT customers;
iii. CITY must not use the CivicPlus Products and Services in a manner that would cause disruption of service based on
unreasonable strain on CONSULTANT’S system or network
resources;
iv. CITY must not use the Services as a door or signpost to another server;
v. Access or use any portion of CivicPlus Products and Services, except as expressly allowed by this Agreement;
vi. Disassemble, decompile, or otherwise reverse engineer all or any portion of the CivicPlus Products and Services;
vii. Use the CivicPlus Products and Services for any unlawful purposes;
viii. Export or allow access to the CivicPlus Products and Services in violation of U.S. laws or regulations;
ix. Except as expressly permitted in this Agreement, subcontract, disclose, rent, or lease the CivicPlus Products and Services, or any portion thereof, for third party use; or
x. Modify, adapt, or use the CivicPlus Products and Services to develop any software application intended for resale which uses the CivicPlus Products and Services in whole or in part.
D. CITY Feedback. CITY assigns to CONSULTANT any suggestion, enhancement, request, recommendation, correction or other feedback provided by CITY relating to the use of the CivicPlus Products and Services. CONSULTANT may use such submissions as it deems appropriate in its sole discretion.
E. Reservation of Rights. Subject to the limited rights expressly granted hereunder, CONSULTANT and/or its licensors reserve all right, title and interest in the CivicPlus Products and Services, the documentation and resulting product including all related intellectual property rights. Further, no implied licenses are granted to CITY. The CivicPlus name, the CivicPlus logo, and the product names associated with the services are trademarks of XXX or its suppliers, and no right or license is granted to use them.
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7. REPRESENTATIONS, WARRANTIES, AND DISCLAIMERS.
A. Representations. Each Party represents that it has validly entered into this Agreement and has the legal power to do so.
B. Warranties. CONSULTANT warrants that it takes all precautions that are standard in the industry to increase the likelihood of a successful performance for the CivicPlus Products and Services; however, the CivicPlus Products and Services are provided “AS IS” and as available.
C. Disclaimers. EXCEPT AS PROVIDED IN SECTIONS 8.B. ABOVE, EACH
PARTY HEREBY DISCLAIMS ANY AND ALL OTHER WARRANTIES OF
ANY NATURE WHATSOEVER WHETHER ORAL AND WRITTEN,
EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE
IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.
CONSULTANT DOES NOT WARRANT THAT XXX PRODUCTS AND
SERVICES WILL MEET CITY’S REQUIREMENTS OR THAT THE
OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR FREE.
8. CONFIDENTIAL INFORMATION.
A. Confidential Information. It is expected that one Party (Disclosing Party) may disclose to the other Party (Receiving Party) certain information which may be considered confidential and/or trade secret information (“Confidential Information”). Confidential Information shall include: (i) CivicPlus’ Products and Services, (ii) non-public information if it is clearly and conspicuously marked as “confidential” or with a similar designation at the time of disclosure; and (iii) non-public information of the Disclosing Party if it is identified as confidential and/or proprietary before, during, or promptly after presentation or communication.
Each Receiving Party agrees to receive and hold any Confidential Information in strict confidence. Without limiting the scope of the foregoing, each Receiving Party also agrees: (a) to protect and safeguard the Confidential Information against unauthorized use, publication or disclosure; (b) not to reveal, report, publish, disclose, transfer, copy or otherwise use any Confidential Information except as specifically authorized by the Disclosing Party; (c) not to use any Confidential Information for any purpose other than as stated above; (d) to restrict access to Confidential Information to those of its advisors, officers, directors, employees, agents, consultants, contractors and lobbyists who have a need to know, who have been advised of the confidential nature thereof, and who are under express written obligations of confidentiality or under obligations of confidentiality imposed by law or rule; and (e) to exercise at least the same standard of care and security to protect the 215
confidentiality of the Confidential Information received by it as it protects its own confidential information.
If a Receiving Party is requested or required in a judicial, administrative, or governmental proceeding to disclose any Confidential Information, it will notify the Disclosing Party as promptly as practicable so that the Disclosing Party may seek an appropriate protective order or waiver for that instance.
B. Exceptions. Confidential Information shall not include information which:
(i) is or becomes public knowledge through no fault of the Receiving Party; (ii) was in the Receiving Party’s possession before receipt from the Disclosing Party; (iii) is rightfully received by the Receiving Party from a third party without any duty of confidentiality; (iv) is disclosed by the Disclosing Party without any duty of confidentiality on the third party; (v) is independently developed by the Receiving Party without use or reference to the Disclosing Party’s Confidential Information; or (vi) is disclosed with the prior written approval of the Disclosing Party.
C. Storage and Sending. In the event that CivicPlus Products and Services will be used to store and/or send Confidential Information, CONSULTANT must be notified in writing, in advance of the storage or sending. Should CITY provide such notice, CITY must ensure that Confidential Information or sensitive information is stored behind a secure interface and that CivicPlus Products and Services be used only to notify people of updates to the information that can be accessed after authentication against a secure interface managed by CITY. CITY is ultimately accountable for the security and privacy of data held by CONSULTANT on its behalf.
D. Return of Confidential Information. Each Receiving Party shall return or destroy the Confidential Information immediately upon written request by the Disclosing Party; provided, however, that each Receiving Party may retain one copy of the Confidential Information in order to comply with applicable laws and the terms of this Agreement. CITY understands and agrees that it may not always be possible to completely remove or delete all personal data from CONSULTANT’ databases without some residual data because of backups and for other reasons.
9. TAXPAYER IDENTIFICATION NUMBER. CONSULTANT will provide CITY with a Taxpayer Identification Number.
10. PERMITS AND LICENSES. CONTRACTOR will obtain and maintain during the term of this Agreement all necessary permits, licenses, and certificates that may be required in connection with the performance of services under this Agreement.
11. TERMINATION.
A. Except as otherwise provided, CITY and CONSULTANT may terminate 216
this Agreement at any time with or without cause upon at least sixty (60) days’ notice before the end of the current term. Notice of termination shall be in writing. Should either party be in breach of this Agreement, the breaching party will have thirty (30) days to cure such breach, or an additional period of time as agreed to by the parties.
B. In the event of such termination, the CONTRACTOR shall cease services as of the date of termination, and, and CONSULTANT will receive just and equitable compensation for any work satisfactorily completed up to the effective date of notice of termination. Due to the electronic nature of the Services, in no event, other than material breach of this Agreement by CivicPlus, shall a refund be granted, in whole or in part, for any reason or no reason whatsoever, including but not limited to Customer’s cancellation of the Services prior the end of the Term, Customer’s failure to utilize the Services, or CivicPlus’s failure to meet any service level agreement set forth herein, unless such failure is intentional or malicious.
C. Should the Agreement be terminated pursuant to this Section, CITY may procure on its own terms services similar to those terminated.
12. INDEMNIFICATION.
A. Each party (Indemnitor) shall indemnify and defend with counsel Indemnitee, its officers, officials, employees and volunteers from and against all third-party liability, loss, damage, expense, and cost (including reasonable attorneys’ fees, expert fees and all other costs and fees of litigation) of every nature solely arising out with performance of work hereunder or its grossly negligent failure to comply with any of its obligations contained in this AGREEMENT, but excepting such loss or damage which is caused by the sole active negligence or willful misconduct of the Indemnitee. The Indemnitor shall promptly pay any final judgment rendered against the Indemnitee (and its officers, officials, employees and volunteers) covered by this indemnity obligation. 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 and will survive termination of this Agreement.
13. LIMITATION OF LIABILITY.
A. EXCLUSION OF CONSEQUENTIAL AND RELATED DAMAGES.
UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE FOR ANY
SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL
DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND
REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, CONSULTANT SHALL NOT BE LIABLE FOR: (A) ERROR OR INTERRUPTION 217
OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF CITY DATA; (B) COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY; (C) LOSS OF BUSINESS; (D) DAMAGES ARISING OUT OF
ACCESS TO OR INABILITY TO ACCESS THE SERVICES, SOFTWARE, CONTENT, OR RELATED TECHNICAL SUPPORT; OR (E) FOR ANY MATTER BEYOND CONSULTANT’ REASONABLE CONTROL, EVEN IF CONSULTANT
HAS BEEN ADVISED OF THE POSSIBILITY OF ANY OF THE RELATED LOSSES OR DAMAGES. CITY SHALL NOT BE LIABLE FOR ANY MATTER BEYOND CITY’S REASONABLE CONTROL, EVEN IF CITY HAS BEEN
ADVISED OF THE POSSIBILITY OF ANY OF THE RELATED LOSSES OR DAMAGES.
B. LIMITATION OF LIABILITY. IN NO INSTANCE SHALL EITHER PARTY’S LIABILITY TO THE OTHER PARTY FOR DIRECT DAMAGES UNDER
THIS AGREEMENT (WHETHER IN CONTRACT OR TORT OR OTHERWISE)
EXCEED THE FEES PAID BY CITY FOR THE CIVICPLUS PRODUCTS AND SERVICES DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE
DATE THE DAMAGED PARTY NOTIFIES THE OTHER PARTY IN WRITING OF THE CLAIM FOR DIRECT DAMAGES. NEITHER PARTY SHALL BE
RESPONSIBLE FOR ANY LOST PROFITS OR OTHER DAMAGES,
INCLUDING DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR ANY OTHER DAMAGES, HOWEVER CAUSED. NEITHER PARTY MAY
INSTITUTE AN ACTION IN ANY FORM ARISING OUT OF NOR IN
CONNECTION WITH THIS AGREEMENT MORE THAN TWO (2) YEARS
AFTER THE CAUSE OF ACTION HAS ARISEN. THE ABOVE LIMITATIONS WILL NOT LIMIT CITY’S PAYMENT OBLIGATIONS UNDER SECTION 1 ABOVE.
14. ASSIGNABILITY. This Agreement is for CONSULTANT’s professional services.
CONSULTANT’s attempts to assign the benefits or burdens of this Agreement without CITY’s written approval are prohibited and will be null and void. Notwithstanding the foregoing, CivicPlus may assign and transfer all of its rights and obligations under this Agreement by a sale of a majority of its assets or merger.
15. INDEPENDENT CONTRACTOR. CITY and CONSULTANT agree that CONSULTANT will act as an independent contractor and will have control of all work and the manner in which is it performed. CONSULTANT will be free to contract for similar service to be performed for other employers while under contract with CITY.
CONSULTANT is not an agent or employee of CITY and is not entitled to participate in any pension plan, insurance, bonus or similar benefits CITY provides for its employees.
Any provision in this Agreement that may appear to give CITY the right to direct CONSULTANT as to the details of doing the work or to exercise a measure of control over the work means that CONSULTANT will follow the direction of the CITY as to end results of the work only.
16. AUDIT OF RECORDS.
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A. CONSULTANT agrees that CITY, or designee, has the right to review, obtain, and copy all records pertaining to the performance of this Agreement. CONSULTANT agrees to provide CITY, or designee, with any relevant information requested and will permit CITY, or designee, upon reasonable notice, at reasonable times and at CITY’s expense, access to such books, records, and documents to the extent that the books, records, and documents relate to costs or pricing data for the Agreement. CONSULTANT further agrees to maintain such records for a period of three (3) years following final payment under this Agreement.
B. CONSULTANT will keep all books, records, accounts and documents pertaining to this Agreement separate from other activities unrelated to this Agreement.
17. INSURANCE REQUIREMENTS.
A. The CONSULTANT, at the CONSULTANT’s own cost and expense, shall procure and maintain, for the duration of the contract, the following insurance policies:
1. Workers Compensation Insurance as required by law. The Consultant shall require all subcontractors similarly to provide such compensation insurance for their respective employees. Any notice of cancellation or non-renewal of all Workers’ Compensation policies must be received by the CITY at least thirty (30) days prior to such change.
2. General Liability Coverage. The CONSULTANT shall maintain commercial general liability insurance in an amount of not less than one million dollars ($1,000,000) per occurrence for bodily injury, personal injury, and property damage. If a commercial general liability insurance form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit.
3. Automobile Liability Coverage. The CONSULTANT shall maintain automobile liability insurance covering bodily injury and property damage for all activities of the CONSULTANT arising out of or in connection with the work to be performed under this Agreement, including coverage for hired and non-owned vehicles, in an amount of not less than one million dollars ($1,000,000) combined single limit for each occurrence. Should CONSULTANT own any vehicles used for activities of CONSULTANT arising out of or in connection with the work to be performed under this Agreement, it shall also 219
procure such coverage for owned vehicles.
4. Cyber Liability Coverage. The CONSULTANT shall maintain professional errors and omissions liability insurance for protection against claims alleging negligent acts, errors, or omissions which may arise from the CONSULTANT’S operations under this
Agreement, whether such operations are by the CONSULTANT or by its employees, subcontractors, or subconsultants. The amount of this insurance shall not be less than one million dollars ($1,000,000) on a claims-made annual aggregate basis, or a combined single-limit-per-occurrence basis. When coverage is provided on a “claims made basis,” Such insurance will have the same coverage and limits as the policy that was in effect during the term of this Agreement, and will cover CONSULTANT for all claims made by CITY arising out of any errors or omissions of
CONSULTANT, or its officers, employees or agents during the time this Agreement was in effect.
B. Endorsements. Each insurance policy shall be issued by a financially responsible insurance company or companies admitted and authorized to do business in the State of California, or which is approved in writing by City. Each general liability and automobile liability insurance policy shall be endorsed as follows. CONSULTANT also agrees to require all contractors, and subcontractors to do likewise.
1. “The CITY, its elected or appointed officers, officials, employees, and agents, are to be covered as additional insureds with respect to liability arising out of work performed by or on behalf of the CONSULTANT, including materials, parts, or equipment furnished in connection with such work or operations.”
2. This policy shall be considered primary insurance as respects the CITY, its elected or appointed officers, officials, employees, agents, and volunteers. Any insurance maintained by the CITY, including any self-insured retention the CITY may have shall be considered excess insurance only and shall not contribute with this policy.
3. This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company.
4. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its elected or appointed officers, officials, employees, agents, or volunteers.
5. The insurance provided by this policy shall not be suspended, voided, canceled, or reduced in coverage or in limits except after 220
thirty (30) days written notice has been received by the CITY.
C. CONSULTANT agrees to provide immediate notice to CITY of any claim or loss against Contractor arising out of the work performed under this agreement. CITY assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve CITY.
D. Any deductibles or self-insured retentions must be declared to and approved by the CITY. At the CITY’s option, the CONSULTANT shall demonstrate financial capability for payment of such deductibles or selfinsured retentions.
E. The CONSULTANT shall provide certificates of insurance with original endorsements to the CITY as evidence of the insurance coverage required herein. Certificates of such insurance shall be filed with the CITY on or before commencement of performance of this Agreement. Current certification of insurance shall be kept on file with the CITY at all times during the term of this Agreement.
F. Failure on the part of the CONSULTANT to procure or maintain required insurance shall constitute a material breach of contract under which the CITY may terminate this Agreement pursuant to Section 12 above.
G. The commercial general and automobile liability policies required by this Agreement shall allow City, as additional insured, to satisfy the selfinsured retention (“SIR”) and/or deductible of the policy in lieu of the Consultant (as the named insured) should Consultant fail to pay the SIR or deductible requirements. The amount of the SIR or deductible shall be subject to the approval of the City Attorney and the Finance Director.
Consultant understands and agrees that satisfaction of this requirement is an express condition precedent to the effectiveness of this Agreement.
Failure by Consultant as primary insured to pay its SIR or deductible constitutes a material breach of this Agreement. Should City pay the SIR or deductible on Consultant’s behalf upon the Consultant’s failure or refusal to do so in order to secure defense and indemnification as an additional insured under the policy, City may include such amounts as damages in any action against Consultant for breach of this Agreement in addition to any other damages incurred by City due to the breach.
18. USE OF OTHER CONSULTANTS. CONSULTANT must obtain CITY’s prior written approval to use any consultants while performing any portion of this Agreement.
Such approval must include approval of the proposed consultant and the terms of compensation. CivicPlus reserves the right to outsource to external service providers operational tasks that require minimal decision-making or creative input. These tasks may include, but are not limited to: Copying text, images, or multimedia elements from a source website; Formatting and pasting the content into designated sections on the 221
target website; Ensuring basic layout consistency and adherence to predefined templates or guidelines. CivicPlus uses vetted external providers or automation for such tasks, and each service provider adheres to CivicPlus's privacy and security policies.
AGREEMENT TERMINATION/END AND RELEASE. Within fourteen (14) calendar days from the termination Or end of this Agreement, CONSULTANT shall provide CITY written notice of any unresolved claims or disputes under this Agreement. Failure to provide this written notice shall constitute a waiver and release of any claims. .
19. CORRECTIONS. In addition to the above indemnification obligations, the CONSULTANT shall correct, at its expense, all material errors in the work which may be disclosed during the City’s review of the Consultant’s report or plans. In the event CONSULTANT does not correct any material errors within fourteen (14) days of written notice from the CITY, or other reasonable time as agreed to by the parties, correction action may be made by the City and the cost thereof shall be charged to the CONSULTANT.
20. NON-APPROPRIATION OF FUNDS. Payments to be made to CONSULTANT by CITY for services preformed within the current fiscal year are within the current fiscal budget and within an available, unexhausted fund. In the event that CITY does not appropriate sufficient funds for payment of CONSULTANT’S services beyond the current fiscal year, the Agreement shall cover payment for CONSULTANT’S services only to the conclusion of the last fiscal year in which CITY appropriates sufficient funds and shall automatically terminate at the conclusion of such fiscal year. Notwithstanding the foregoing, in the event of termination due to non-funding, Customer shall be responsible for any invoices covering the initial project development fees or for services already performed, or any outstanding fees or invoices, and all such amounts owed shall become due immediately.
21. NOTICES. All communications to either party by the other party will be deemed made when received by electronic mail or by such party at its respective name and address as follows:
CITY CONSULTANT
City of Rolling Hills
2 Portuguese Bend Road
Rolling Hills, CA 90274
ATTN: Karina Bañales
XXX
XXX
XXX
ATTN: XXX
Any such written communications by mail will be conclusively deemed to have been received by the addressee upon deposit thereof in the United States Mail, postage prepaid and properly addressed as noted above. In all other instances, notices will be deemed given at the time of actual delivery. Changes may be made in the names or addresses of persons to whom notices are to be given by giving notice in the manner prescribed in this paragraph.
22. SOLICITATION. CONSULTANT maintains and warrants that it has not employed nor retained any company or person, other than CONSULTANT’s bona fide 222
employee, to solicit or secure this Agreement. Further, CONSULTANT warrants that it has not paid nor has it agreed to pay any company or person, other than CONSULTANT’s bona fide employee, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Should CONSULTANT breach or violate this warranty, CITY may rescind this Agreement without liability.
23. THIRD PARTY BENEFICIARIES. This Agreement and every provision herein are generally for the exclusive benefit of CONSULTANT and CITY and not for the benefit of any other party. There will be no incidental or other beneficiaries of any of CONSULTANT’s or CITY’s obligations under this Agreement.
24. INTERPRETATION. This Agreement was drafted in, and will be construed in accordance with the laws of the State of California, and exclusive venue for any action involving this agreement will be in Los Angeles County.
25. ENTIRE AGREEMENT. This Agreement, and its Attachments, sets forth the entire understanding of the parties. There are no other understandings, terms or other agreements expressed or implied, oral or written. This Agreement shall also be subject to the terms and conditions outlined in the CivicPlus Master Services Agreement and the applicable Solution and Services terms and conditions available at https://www.civicplus.help/hc/en-us/p/legal-stuff (the "CivicPlus Terms"). In the event of any conflict or inconsistency between the terms of this Agreement and the CivicPlus Terms, the terms of this Agreement shall take precedence.
26. RULES OF CONSTRUCTION. Each Party had the opportunity to independently review this Agreement with legal counsel. Accordingly, this Agreement will be construed simply, as a whole, and in accordance with its fair meaning; it will not be interpreted strictly for or against either Party.
27. AUTHORITY/MODIFICATION. The Parties represent and warrant that all necessary action has been taken by the Parties to authorize the undersigned to execute this Agreement and to engage in the actions described herein. This Agreement may be modified by written amendment with signatures of all parties to this Agreement. CITY’s city manager, or designee, may execute any such amendment on behalf of CITY.
28. 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.
29. FORCE MAJEURE. Should performance of this Agreement be impossible due to fire, flood, explosion, war, embargo, government action, civil or military authority, the natural elements, or other similar causes beyond the Parties’ control, then the Agreement will immediately terminate without obligation of either party to the other. 223
30. TIME IS OF ESSENCE. Time is of the essence to comply with dates and schedules to be provided. Notwithstanding the foregoing, CivicPlus will not be liable or responsible for any delay in the time or completion of the Services due to the action or inaction of Client.
31. ATTORNEYS’ FEES. The parties hereto acknowledge and agree that each will bear his 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.
32. STATEMENT OF EXPERIENCE. By executing this Agreement, CONSULTANT represents that it has demonstrated trustworthiness and possesses the quality, fitness and capacity to perform the Agreement . CONSULTANT represents that its financial resources, surety and insurance experience, service experience, completion ability, personnel, current workload, experience in dealing with private consultants, and experience in dealing with public agencies all suggest that CONSULTANT is capable of performing the proposed contract and has a demonstrated capacity to deal fairly and effectively with and to satisfy a public agency.
33. OWNERSHIP OF DOCUMENTS. Upon full and complete payment of amounts owed for Project Development under Exhibit A, Customer will own any website graphic designs, Services content, module content, importable/exportable data, and archived information (“Customer Content”) created by CivicPlus on behalf of Customer pursuant to this Agreement. “Customer Content” also includes, without limitation, any elements of text, graphics, images, photos, audio, video, designs, artworks, logos, trademarks, services marks, and other materials or content which Customer provides to CivicPlus for processing, transmission, storage, or inputs into any website, software or module in connection with any Services. Customer Content excludes any content in the public domain and any content owned or licensed by CivicPlus, whether in connection with providing Services or otherwise.
Upon completion of the Project Development, Customer will take over the management and control of the Services and Customer will assume full responsibility for Customer Content maintenance and administration. Customer, not CivicPlus, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Content. Customer hereby grants CivicPlus a worldwide, non-exclusive right and license to reproduce, distribute and display the Customer Content as necessary to provide the Services. Customer represents and warrants that Customer owns all Customer Content or that Customer has permission from the rightful owner to use each of the elements of Customer Content and that Customer has all rights necessary for CivicPlus to use the Customer Content in connection with providing the Services.
Customer agrees that CivicPlus shall not be responsible or liable for the content of 224
messages created by Customer or by Customer’s Users or end-users who access Service. Notwithstanding the foregoing, CivicPlus retains the right, but not the obligation, to remove any Customer Content that is libelous, harassing, abusive, fraudulent, defamatory, excessively profane, obscene, abusive, hate related, violent, harmful to minors, that advocates racial or ethnic intolerance, intended to advocate or advance computer hacking or cracking, or other material, products or services that violate or encourage conduct that would violate any laws or third-party rights.
At any time during the term of this Agreement, Customer will have the ability to download the Customer Content and export the data that is processed through the Services (“Customer Data”). Customer may request CivicPlus to perform the export of Customer Data and provide the Customer Data to Customer in a commonly used format, at any time, for a fee to be quoted at time of request and approved by Customer. Upon termination of the applicable SOW for any reason, whether or not Customer has retrieved or requested the Customer Data, CivicPlus reserves the right to permanently and definitively delete the Customer Content and Customer Data held in the Services thirty (30) days following termination of the applicable SOW. During the thirty (30) day period following termination of the SOW, regardless of the reason for its termination, Customer will not have access to the Services.
Intellectual Property in the software or other original works created by or licensed to CivicPlus, including all software source code, documents, and materials used in performing the Services (“CivicPlus Property”) will remain the property of CivicPlus.
CivicPlus Property specifically excludes Customer Content. Customer shall not (i) license, sublicense, sell, resell, reproduce, transfer, assign, distribute or otherwise commercially exploit or make available to any third party any CivicPlus Property in any way, except as specifically provided in the applicable SOW; (ii) adapt, alter, modify or make derivative works based upon any CivicPlus Property; (iii) create internet “links” to the CivicPlus Property software or “frame” or “mirror” any CivicPlus Property administrative access on any other server or wireless or internet-based device that may allow third party entities, other than Customer, to use the Services; (iv) reverse engineer, decompile, disassemble or otherwise attempt to obtain the software source code to all or any portion of the Services; (v) make any attempt to gain unauthorized access to the Services and/or any of CivicPlus’ systems or networks; or (vi) access any CivicPlus Property in order to: (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of any CivicPlus Property, or (c) copy any ideas, features, functions or graphics of any CivicPlus Property. The CivicPlus name, the CivicPlus logo, and the product and module names associated with any CivicPlus Property are trademarks of CivicPlus, and no right or license is granted to use them outside of the licenses set forth in this Agreement.
Provided Customer complies with the terms and conditions herein, the relevant SOW, and license restrictions set forth herein, CivicPlus hereby grants Customer a limited, nontransferable, nonexclusive, non-assignable license to access and use the CivicPlus Property associated with any valid and effective SOW, for the term of the respective SOW. The license set forth herein, shall only apply to the extent that Customer is using the Services for legitimate business use as intended by the purpose 225
of the Services and not for the purpose of comparing the Services to a competitor or similar product of CivicPlus. Customer hereby warrants and affirms its purpose in accessing or otherwise using the Services is for their intended purpose only and understands and agrees that any other use shall be considered fraud.
IN WITNESS WHEREOF the parties hereto have executed this contract the day and year first hereinabove written.
CITY OF ROLLING HILLS CONSULTANT
CITY MANAGER By: TITLE
ATTEST:
City Clerk Taxpayer ID No.
APPROVED AS TO FORM:
Patrick Donegan, City Attorney
226
_______
EXHIBIT A – Statement of Work
227
CivicPlus
302 South 4th St. Suite 500
Manhattan, KS 66502
US
Statement of Work
Quote #: Q-93876-1
Date: 3/3/2025 1:27 PM
Expires On: 5/2/2025
Client:
City of Rolling Hills, CA
Bill To:
ROLLING HILLS CITY, CALIFORNIA
SALESPERSON Phone EMAIL DELIVERY METHOD PAYMENT METHOD
Jordan Cairns [email protected] Net 30
Discount(s)
QTY PRODUCT NAME DESCRIPTION DISCOUNT %
1.00 AMM: Year 1 Annual Fee
Discount
Year 1 Annual Fee Discount 0
1.00 AMM: Year 1 Annual Fee
Discount
Year 1 Annual Fee Discount 0
One-time(s)
QTY PRODUCT NAME DESCRIPTION DISCOUNT %
1.00 AMM Select: Pro Standard
Implementation
Pro Standard Implementation; Includes config. of up to
10 meeting types, up to 10 boards, 1 approval workflow
per meeting type, 4 hrs of training, and 1 hr of consulting; Includes 1 agenda, 1 minutes, and 1 staff report design selected from Design Library
15 1.00 CivicPlus Media: Implementation
Fee
CivicPlus Media: Implementation Fee 15
1.00 AMM Select: Historical Import
Fee with Videos (up to 500)
Historical import of up to 500 meetings; Volume is
calculated based on number of meetings being imported;
Import does include video files
15 Recurring Service(s)
QTY PRODUCT NAME DESCRIPTION DISCOUNT %
1.00 AMM Select: Pro Annual Fee AMM Select: Pro Annual Fee 10 V. PD 06.01.2015-0048
228
QTY PRODUCT NAME DESCRIPTION DISCOUNT %
1.00 CivicPlus Media: Annual Fee CivicPlus Media Annual Fee: Unlimited storage, unlimited users, up to 3 concurrent streams
10 List Price - Initial Term Total USD 14,175.00
Total Investment - Initial Term USD 10,862.10
Annual Recurring Services (Subject to Uplift) USD 6,570.00 Initial Term 4/1/2025 - 6/30/2026, Renewal Term 7/1 each calendar year Initial Term Invoice Schedule 100% invoice on 7/1/2025
Renewal Procedure Automatic 1 year renewal term, unless 60 days notice provided prior to renewal date
Annual Uplift 5% to be applied in year 4
This Statement of Work ("SOW") shall be subject to the terms and conditions of the CivicPlus Master Services Agreement and the applicable Solution and Services terms and conditions located at https://www.civicplus.help/hc/en-us/p/legalstuff (collectively, the "Binding Terms"), By signing this SOW, Client expressly agrees to the terms and conditions of the Binding Terms throughout the term of this SOW.
Please note that this document is a SOW and not an invoice. Upon signing and submitting this SOW, Client will receive the applicable invoice according to the terms of the invoicing schedule outlined herein.
V. PD 06.01.2015-0048
229
Acceptance of Quote # Q-93876-1
The undersigned has read and agrees to the Binding Terms, which are incorporated into this SOW, and have caused this SOW to be executed as of the date signed by the Customer which will be the Effective Date:
For CivicPlus Billing Information, please visit https://www.civicplus.com/verify/ Authorized Client Signature CivicPlus
By (please sign):
___________________________________
By (please sign):
___________________________________
Printed Name:
___________________________________
Printed Name:
___________________________________
Title:
___________________________________
Title:
___________________________________
Date:
___________________________________
Date:
___________________________________
Organization Legal Name:
___________________________________
Billing Contact:
___________________________________
Title:
___________________________________
Billing Phone Number:
___________________________________
Billing Email:
___________________________________
Billing Address:
___________________________________
___________________________________
Mailing Address: (If different from above)
___________________________________
___________________________________
PO Number: (Info needed on Invoice (PO or Job#) if required) ___________________________________
V. PD 06.01.2015-0048
230
Agenda Item No.: 13.D
Mtg. Date: 03/24/2025
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: CHRISTIAN HORVATH, CITY CLERK / EXECUTIVE ASSISTANT TO
CITY MANAGER
THRU: KARINA BAÑALES, CITY MANAGER
SUBJECT: CONSIDER AND APPROVE A PROFESSIONAL SERVICES
AGREEMENT WITH GPA CONSULTING TO PROVIDE
ENVIRONMENTAL CONSULTING SERVICES FOR THE EASTFIELD
DRIVE FIRE PREVENTION POWER LINE UNDERGROUNDING
PROJECT IN AN AMOUNT NOT TO EXCEED $117,070 FUNDED BY
FEDERAL EMERGENCY MANAGEMENT AGENCY (FEMA) HAZARD
MITIGATION PROGRAM #DR4382-177-7R-CA, AUTHORIZE THE CITY
MANAGER TO EXECUTE THE AGREEMENT, AND FINDING THE
PROJECT CATEGORICALLY EXEMPT FROM THE CALIFORNIA
ENVIRONMENTAL QUALITY ACT
DATE: March 24, 2025
BACKGROUND:
In order to preserve the rural character of Rolling Hills and eliminate risks of wildfires, the City Council encourages and supports utility undergrounding throughout the community. In line with this vision, the City applied for Hazard Mitigation Grant Program (HMGP) funds through FEMA.
On January 26, 2022, the City was awarded $1,971,882 in Federal funds to underground utility infrastructure on Eastfield Drive between Outrider Road and Hackamore Road. The grant requires a Local Match of 25%, or $657,294, for a total project amount of $2,629,176. The Local Match can be fulfilled using the City’s Rule 20A work credits.
Through Councilmember Wilson's efforts and involvement, a donation of $1,000,000 Rule 20A work credits from Supervisor Hahn's Office was approved in December 2022.
The California Public Utility Commission requires the local agencies to adopt an ordinance creating an underground district in the area where both the existing and new facilities are and will be located. The formation of the Underground Utility District (UUD) provides SCE with the authorization needed to develop the design plans to remove existing overhead facilities and install replacement underground facilities.
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On November 14, 2022, the City Council adopted Resolution No. 1316 creating Underground Utility District No. 2 (UUD-02) (Eastfield Drive) and set a public hearing for the January 23, 2023 City Council meeting. Letters were sent on November 29, 2022, and January 4, 2023, to all property owners whose property or portion of their property would fall within the proposed Underground Utility District to notify them of the formation of UUD and the public hearing.
The length of UUD-02 is divided into two segments: Rule 20A and Rule 20B. Southern California Edison (SCE) handles the design and joint trench bidding and assists in coordinating with the other utility companies for Rule 20A projects. Rule 20B projects are also designed by SCE; however, joint trench bidding is handled by the City. Over the past several years, City Staff has held monthly meetings with SCE and other utility service providers to ensure the project continues progressing. In preparation for the UUD, SCE has conducted numerous site visits to confirm the scope and limits of work and the preparation of a Rough Order of Magnitude (ROM), an estimate of the project. On January 4, 2023, SCE submitted the ROM for the Rule 20A segment, which is based on the estimated trench footage of 1,250 feet and includes all mainline trenching as well as crossings, streetlights, and service laterals with the cost estimate of $1,000,000, expressed in 2024 dollars.
On January 23, 2023, Resolution No. 1322 was adopted allowing SCE to begin designing the undergrounding system to replace the existing overhead facilities within the designated UUD.
In addition, SCE coordinates with other utility service providers that have facilities on the existing overhead system to ensure their respective undergrounding designs coincide with SCE's efforts.
The Federal grant received for the Eastfield Drive Underground Utility project requires the project must be completed by January 9, 2026 in order to receive full reimbursement for any expended funds.
DISCUSSION:
The City is responsible for completing the Rule 20B segment, including lateral connections to residential electrical panels and telecommunication hardware per SCE's local planning design and the telecommunication utilities designs.
GPA Consulting (GPA) has been an ongoing consultant to the City on the FEMA/CalOES Vegetation Management Grant and provides a variety of services in the areas of environmental planning, historic preservation, and biology. GPA is also well-versed in providing California Environmental Quality Act (CEQA) studies, navigating federally funded projects, conducting large-scale historic resource surveys, facilitating public meetings, and developing public policy. GPA's expertise and professional experience are appropriate for helping the City, and yet to be determined contractors, comply with FEMA's environmental requirements.
GPA's Statement of Work/Scope (Exhibit A) provides a detailed explanation of the Record of Environmental Considerations (REC) and Standard Conditions as set forth in the sub application approval package. The two areas requiring attention are specific to the Coastal 232
California gnatcatcher or its designated critical habitat and Cultural Resources Compliance related to the National Historic Preservation Act (NHPA) and any necessary Native or Tribal monitoring of ground disturbances.
To ensure the City complies with all requirements, GPA's fee and cost schedule (Exhibit B) is designed to cover a variety of tasks, some of which are optional and may not be necessary to utilize. Staff is requesting a not-to exceed amount that covers all tasks as a precaution, but based on further conversation with GPA believes many of the estimates can be curtailed or avoided with proper planning and cost-effective strategies.
It should be noted that staff will also be required to coordinate with a Native American monitor of the Gabrielino/Tonga Indians of California. Staff will return at a future meeting with an agenda item and cost attributed to this REC.
FISCAL IMPACT:
Under Rule 20B, the City is required to cover the costs for any contracted work and then be reimbursed from the grant funds. The grant pays for 75% of the fee and the City pays 25% of the fee using Rule 20A tariff credits. Staff will return to Council with a proposed resolution to amend the budget based on the costs and flow of funds described herein.
The total not-to-exceed fee for GPA is $117,070.
RECOMMENDATION:
Approve as presented.
ATTACHMENTS:
CA_AGR_250324_GPA_EastfieldDrive_UU_Environmental_F_PE.pdf 233
1 PROFESSIONAL SERVICES AGREEMENT
REGULATORY PERMITTING SERVICES
This Agreement is made and entered into by and between the City of Rolling Hills, a municipal corporation (hereinafter referred to as the "City"), and GPA Consulting, Inc., a California corporation (hereinafter referred to as "Consultant").
R E C I T A L S
A. The City desires to utilize the services of Consultant as an independent contractor to satisfy the environmental requirements for the Eastfield Drive Utility Undergrounding Project funded by the Federal Hazard Mitigation Grant Program (HMGP).
B. The Consultant warrants to the City that it has the qualifications, experience, and facilities to perform properly and timely the services under this Agreement.
C. The City does not have the personnel able and available to perform the services required under this Agreement.
NOW, THEREFORE, the City and the Consultant 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 the Scope of Work, attached to and made part of this Agreement as Exhibit A, except that, to the extent that any provision in Exhibit A conflicts with this Agreement, the provisions of this Agreement shall govern. The Scope of Work may be amended from time to time in writing and signed by both parties by way of written amendment to this Agreement. The location where services are to be performed shall be determined by mutual agreement of the parties’ representatives. To the extent that services are performed in City Hall, Consultant agrees that its employees will abide by any COVID-19 protocols then in effect. Consultant shall perform all services under this Agreement in accordance with the standard of care generally exercised by like professionals under similar circumstances and in a manner reasonably satisfactory to City.
2.0 TERM OF AGREEMENT. This Agreement will become effective upon execution by both parties and will remain in effect for a period of one year from said date unless otherwise expressly extended and agreed to by both parties in writing through written amendment to this Agreement or terminated by either party as provided herein.
3.0 COMPENSATION FOR SERVICES. The City shall pay the Consultant for its professional services rendered and costs incurred pursuant to this Agreement 234
2 in accordance with Exhibit B, the Scope of Work’s fee and cost schedule for the services attached to and made part of this Agreement subject to a do not exceed amount in the amount of $117,070. Compensation shall under no circumstances be increased except by written amendment of this Agreement. The Consultant shall be paid within forty-five (45) days of presentation of an invoice to the City for services performed to the City’s satisfaction. The Consultant shall submit invoices monthly describing the services performed, the date services were performed, a description of reimbursable costs, and any other information requested by the City.
4.0 CONTRACT ADMINISTRATION
4.1 The City’s Representative. Unless otherwise designated in writing, the City Manager shall serve as the City’s representative for the administration of this Agreement. All activities performed by the Consultant shall be coordinated with the City Manager.
4.2 Manager-in-Charge. For the Consultant, Catherine Saint, shall be in charge of all matters relating to this Agreement and any agreement or approval made by such person shall be binding on the Consultant. The Manager-in-Charge shall not be replaced without the written consent of the City.
4.3 Responsibilities of the City. The City shall provide all relevant documentation in its possession to the Consultant upon request and City staff shall work with Consultant in order to facilitate its performance of its services hereunder.
4.4 Personnel. The Consultant represents that it has or will secure at its own expense all personnel required to perform the services under this Agreement.
All of the services required under this Agreement will be performed by the Consultant or under its supervision, and all personnel engaged in the work shall be qualified to perform such services. The Consultant reserves the right to determine the assignment of its own employees to the performance of the Consultant’s services under this Agreement, but the City reserves the right, for good cause, to require the Consultant to exclude any employee from performing services on the City’s premises.
5.0 TERMINATION.
5.1 Either the City Manager or the Consultant may terminate this Agreement, without cause, by giving the other party thirty (30) days written notice of such termination and the effective date thereof. In the event of such termination, Consultant shall prepare and shall be entitled to receive compensation pursuant to a close-out bill for services rendered in a manner reasonably satisfactory to the City and fees incurred pursuant to this Agreement through the notice of termination.
5.2 If the Consultant or the City fail to fulfill in a timely and proper manner 235
3 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 Consultants 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.
5.3 In the event of termination, 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 returned to the City.
6.0 INDEMNIFICATION. Consultant shall indemnify, defend with counsel approved by City, and hold harmless City, its officers, officials, employees, and volunteers from and against all liability, loss, damage, expense, cost (including without limitation reasonable attorneys’ fees, expert fees and all other costs and fees of litigation) of every nature arising out of or in connection with Consultant’s performance of work hereunder or its failure to comply with any of its obligations contained in this Agreement, regardless of City’s passive negligence, but excepting such loss or damage which is caused by the sole active negligence or willful misconduct of the City. Should City in its sole discretion find Consultant’s legal counsel unacceptable, then Consultant shall reimburse the City its costs of defense, including without limitation reasonable attorneys’ fees, expert fees, and all other costs and fees of litigation. The Consultant shall promptly pay any final judgment rendered against the City (and its officers, officials, employees, and volunteers) covered by this indemnity obligation. 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 and will survive termination of this Agreement.
7.0 INSURANCE REQUIREMENTS.
7.1 The Consultant, at the Consultant’s own cost and expense, shall procure and maintain, for the duration of the Agreement, the following insurance policies:
7.1.1 Workers’ Compensation Coverage. The Consultant shall maintain Workers’ Compensation Insurance for its employees in accordance with the laws of the State of California. In addition, the Consultant shall require any and every subcontractor to similarly maintain Workers’ Compensation Insurance in accordance with the laws of the State of California for all of the subcontractor’s employees. Any notice of cancellation or non-renewal of all Workers’ Compensation policies must be received by the City at least thirty (30) days prior 236
4 to such change. The insurer shall agree to waive all rights of subrogation against the City, its officers, agents, employees, and volunteers for losses arising from work performed by the Consultant for City.
7.1.2 General Liability Coverage. The Consultant shall maintain commercial general liability insurance in an amount of not less than one million dollars ($1,000,000) per occurrence for bodily injury, personal injury, and property damage. If a commercial general liability insurance form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit.
7.1.3 Automobile Liability Coverage. The Consultant shall maintain automobile liability insurance covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with the work to be performed under this Agreement, including coverage for owned, hired, and nonowned vehicles, in an amount of not less than three hundred thousand dollars ($300,000) combined single limit for each occurrence. If Consultant or Consultant’s employees will use personal automobiles in any way on this project, Consultant shall obtain evidence of personal automobile liability coverage for each such person.
7.1.4 Professional Liability Coverage. The Consultant shall maintain professional errors and omissions liability insurance for protection against claims alleging negligent acts, errors, or omissions which may arise from the Consultant’s operations under this Agreement, whether such operations are by the Consultant or by its employees or subcontractors. The amount of this insurance shall not be less than one million dollars ($1,000,000) on a claims-made annual aggregate basis, or a combined single-limit-per-occurrence basis. When coverage is provided on a “claims made basis,” Consultant will continue to renew the insurance for a period of three (3) years after this Agreement expires or is terminated. Such insurance will have the same coverage and limits as the policy that was in effect during the term of this Agreement, and will cover Consultant for all claims made by City arising out of any errors or omissions of Consultant, or its officers, employees, or agents during the time this Agreement was in effect.
7.2 Endorsements. Each insurance policy shall be issued by insurers possessing a Best’s rating of no less than A-:VII. Each general liability insurance policy shall be endorsed with the specific language of Section 8.2.1 – 8.2.7 below.
Consultant also agrees to require all Consultants and subcontractors to do likewise.
7.2.1 “The City, its elected or appointed officers, officials, employees, agents, and volunteers are to be covered as additional insureds with respect to liability arising out of work performed by or on behalf of the Consultant, including materials, parts, or equipment furnished in connection with such work or operations.”
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5 7.2.2 This policy shall be considered primary insurance with respect to the City, its elected or appointed officers, officials, employees, agents, and volunteers. Any insurance maintained by the City, including any self-insured retention the City may have, shall be considered excess insurance only and shall not contribute with this policy.
7.2.3 This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company.
7.2.4 Notwithstanding the provisions included in any of the ISO Additional Insured Endorsement forms, Consultant acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amounts of coverage required. Any insurance proceeds available to the City in excess of the limits and coverage required under this Agreement and which is applicable to a given loss will be available to the City.
7.2.5 The insurer waives all rights of subrogation against the City, its elected or appointed officers, officials, employees, or agents regardless of the applicability of any insurance proceeds, and agrees to require all subcontractors to do likewise.
7.2.6 Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its elected or appointed officers, officials, employees, agents, or volunteers.
7.2.7 The insurance provided by this policy shall not be suspended, voided, or reduced in coverage or in limits except after thirty (30) days’ written notice has been submitted to the City and approved of in writing, except in the case of cancellation, for which ten (10) days’ written notice shall be provided.
7.2.8 Consultant agrees to provide immediate notice to City of any claim or loss against Consultant arising out of the work performed under this Agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City.
7.3 Self Insured Retention/Deductibles. Policies required by this Agreement shall allow City, as additional insured, to satisfy the self-insured retention (“SIR”) and/or deductible of the policy in lieu of the Owner (as the named insured) should Owner fail to pay the SIR or deductible requirements. The amount of the SIR or deductible shall be subject to the approval of the City Attorney and the Finance Director. Owner understands and agrees that satisfaction of this requirement is an express condition precedent to the effectiveness of this Agreement. Failure by Owner as primary insured to pay its SIR or deductible 238
6 constitutes a material breach of this Agreement. Should City pay the SIR or deductible on Owner’s behalf upon the Owner’s failure or refusal to do so in order to secure defense and indemnification as an additional insured under the policy, City may include such amounts as damages in any action against Owner for breach of this Agreement in addition to any other damages incurred by City due to the breach.
7.4 Certificates of Insurance. The Consultant shall provide certificates of insurance with original endorsements to the City as evidence of the insurance coverage required herein. Certificates of such insurance shall be filed with the City on or before commencement of performance of this Agreement. Current certification of insurance shall be kept on file with the City at all times during the term of this Agreement. The Consultant shall provide written evidence of current automobile coverage to comply with the automobile insurance requirement.
7.5 Failure to Procure Insurance. Failure on the part of the Consultant to procure or maintain required insurance shall constitute a material breach of contract under which the City may terminate this Agreement pursuant to Section
5.2 above.
8.0 ASSIGNMENT AND SUBCONTRACTING. The parties recognize that a substantial inducement to the City for entering into this Agreement is the professional reputation, experience, and competence of the Consultant.
Assignments of any or all rights, duties, or obligations of the Consultant under this Agreement will be permitted only with the express written consent of the City. The Consultant shall not subcontract any portion of the work to be performed under this Agreement without the written authorization of the City. If the City consents to such subcontract, the Consultant shall be fully responsible to the City for all acts or omissions of the subcontractor. Nothing in this Agreement shall create any contractual relationship between the City and subcontractor nor shall it create any obligation on the part of the City to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise is required by law.
9.0 COMPLIANCE WITH LAWS, CODES, ORDINANCES, AND
REGULATIONS. The Consultant shall use the standard of care in its profession and comply with all applicable federal, state, and local laws, codes, ordinances, and regulations.
9.1 Taxes. The Consultant agrees to pay all required taxes on amounts paid to the Consultant under this Agreement, and to indemnify and hold the City harmless from any and all taxes, assessments, penalties, and interest asserted against the City by reason of the independent contractor relationship created by this Agreement. In the event that the City is audited by any Federal or State agency regarding the independent contractor status of the Consultant and the audit in any way fails to sustain the validity of a wholly independent contractor relationship between the City and the Consultant, then the Consultant agrees to reimburse the 239
7 City for all costs, including accounting and attorneys’ fees, arising out of such audit and any appeals relating thereto.
9.2 Workers’ Compensation Law. The Consultant shall fully comply with the workers’ compensation law regarding the Consultant and the Consultant’s employees. The Consultant further agrees to indemnify and hold the City harmless from any failure of the Consultant to comply with applicable workers’ compensation laws. The City shall have the right to offset against the amount of any compensation due to the Consultant as a result of the Consultant’s failure to promptly pay to the City any reimbursement or indemnification arising under this Section.
9.3 Licenses. The Consultant represents and warrants to the City that it has all licenses, permits, qualifications, insurance, and approvals of whatsoever nature which are legally required of the Consultant to practice its profession. The Consultant represents and warrants to the City that the Consultant 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 the Consultant to practice its profession.
10.0 CONFLICT OF INTEREST. The Consultant confirms that it has no financial, contractual, or other interest or obligation that conflicts with or is harmful to performance of its obligations under this Agreement. The Consultant shall not during the term of this Agreement knowingly obtain such an interest or incur such an obligation, nor shall it employ or subcontract with any person for performance of this Agreement who has such incompatible interest or obligation. Consultant and its associates and subcontractors will comply with all conflict of interest statutes of the State of California applicable to Consultant’s services under this Agreement, including, but not limited to, the Political Reform Act (Government Code Sections 81000, et seq.) and Government Code Section 1090.
11.0 RECORDS AND AUDITS. The Consultant 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 the City or any authorized representative. All records shall be made available at the request of the City, with reasonable notice, during regular business hours, and shall be retained by the Consultant for a period of three years after the expiration of this Agreement.
12.0 OWNERSHIP OF DOCUMENTS. It is understood and agreed that the City shall own all documents and other work product of the Consultant, except the Consultant’s notes and workpapers, which pertain to the work performed under this Agreement. The City shall have the sole right to use such materials in its discretion and without further compensation to the Consultant, but any re-use of such documents by the City on any other project without prior written consent of the Consultant shall be at the sole risk of the City. The Consultant shall at its sole expense provide all such documents to the City upon request. 240
8 13.0 INDEPENDENT CONTRACTOR. The Consultant 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 over the conduct of the Consultant or any of the Consultant’s employees or agents, except as herein set forth. The Consultant 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 the City. The Consultant shall have no power to incur any debt, obligation, or liability on behalf of the City or otherwise act on behalf of the City as an agent.
14.0 NOTICE. 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, delivered electronically, 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.
City of Rolling Hills
2 Portuguese Bend Road.
Rolling Hills, CA 900
Attention: City Manager
CONSULTANT:
GPA Consulting
840 Apollo St., Suite 312
El Segundo, CA 90245
Attention: Richard Galvin, Vice President
15.0 GOVERNING LAW. This Agreement shall be governed by the laws of the State of California.
16.0 ENTIRE AGREEMENT; MODIFICATION. 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. Each party to this Agreement acknowledges that no representations, inducements, promises, or agreements, oral or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. Any agreement, statement, or promise not contained in the Agreement, and any modification to the Agreement, will be effective only if signed by both parties through written amendment to the Agreement.
17.0 WAIVER. Waiver of a breach or default under this Agreement shall not constitute a continuing waiver of a subsequent breach of the same or any other provision under this Agreement.
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9 18.0 EXECUTION. This Agreement may be executed in several counterparts, each of which shall constitute one and the same instrument and shall become binding upon the parties when at least one copy hereof shall have been signed by both parties hereto. In approving this Agreement, it shall not be necessary to produce or account for more than one such counterpart.
19.0 AUTHORITY TO ENTER AGREEMENT. The Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform this Agreement. 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
20.0 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.
21.0 FINAL PAYMENT ACCEPTANCE CONSTITUTES RELEASE.
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, subcontractors, and agents for the accuracy and competency of the information provided 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, subcontractors, and agents.
22.0 CORRECTIONS. In addition to the above indemnification obligations, the Consultant shall correct, at its expense, all errors in the work which may be disclosed during the City’s review of the Consultant’s report or plans. Should the Consultant fail to make such correction in a reasonable timely manner agreed to by both parties, such correction shall be made by the City, and the cost thereof shall be charged to the Consultant. Before the City steps in, the parties will agree on a process where both parties review and approve the correction plan to ensure that the correction is in line with the scope of work.
23.0 DISPUTE RESOLUTION. The Parties agree to attempt in good faith to first resolve any dispute arising out of or relating to this Agreement through negotiations between authorized representatives of each respective Party in the normal course of business, prior to either party commencing any legal action or resorting to any other remedies. The parties agree to first attempt mediation prior to initiating litigation or other binding dispute resolution.
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10 24.0 ATTORNEYS’ FEES. 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.
This Agreement is executed on March 24, 2025, at City of Rolling Hills, California.
CITY OF ROLLING HILLS: CONSULTANT:
______________________________ ______________________________ Karina Bañales, City Manager By: Richard Galvin, Vice President ATTEST:
___________________________
Christian Horvath, City Clerk
APPROVED AS TO FORM:
___________________________________
Patrick Donegan, City Attorney
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11 EXHIBIT A
SCOPE OF SERVICES
244
City of Rolling Hills
Eastfield Drive Electrical Utility Undergrounding Mitigation Project Proposal for Environmental Services
March 2025
I. PROJECT UNDERSTANDING & APPROACH
The City of Rolling Hills proposes to underground approximately 4,735 linear feet of 16kV utility lines along Eastfield Drive (project). The City would work with the Southern California Edison to perform and manage the design, engineering and construction of the project. Proposed improvements would include the removal of 21 utility poles, overhead wires, and attached equipment, and the installation of five concrete vaults, 10 transformer pads, and 11 handholes. Ground disturbing activities are estimated to take place for 6 months.
The City is designated as a Very High Fire Hazard Severity Zone (VHFHSZ) by the California State Fire Marshall. The City has historically been subject to fires/wildfires threatening loss of life and property.
Due to the City's aging population and lack of dual street egress, the loss of life risk is increased.
To eliminate fires caused by wildlife interference with utility lines or equipment failure, the City is working toward undergrounding as many utility lines along the most heavily trafficked streets. This project would reduce the risk of wildfire and the associated risk of loss of life, property, and services in the area. The project is included in the City's latest Hazard Mitigation Plan Update and is considered a priority.
The project is funded through the Federal Emergency Management Agency (FEMA) Hazard Mitigation Grant Program (HMGP); therefore, environmental documentation pursuant to the National Environmental Policy Act (NEPA) is required, and FEMA is the NEPA lead agency. The California Governor’s Office of Emergency Services (Cal OES) is responsible for identifying program priorities, reviewing sub applications and forwarding recommendations for funding to FEMA. FEMA, as the NEPA lead agency, has final approval for activity eligibility and funding. The project also requires compliance with the California Environmental Quality Act (CEQA), and the City is the CEQA lead agency.
The City prepared and completed the HGMP sub application for the project; based on a letter and enclosed sub application from CalOES dated February 4, 2022, GPA understands that the City was awarded the HMGP funds for the project. FEMA determined that the project is covered by the Region IX Programmatic Environmental Assessment (PEA) under Section 2.3, Constructing, Modifying, or Relocating Facilities. The project approval is subject to the Record of Environmental Considerations (REC) and Standard Conditions set forth in the sub application approval package. 245
Eastfield Drive Electrical Utility Undergrounding Project City of Rolling Hills
2 The project’s REC determines that the project is not likely to adversely affect the Coastal California gnatcatcher (CAGN) or its designated critical habitat with the implementation of selected general avoidance and minimization measures and species-specific conservation measures outlined in the U.S.
Fish and Wildlife Service (USFWS) Programmatic Biological Opinion (PBO) from the Carlsbad Fish and Wildlife Office specific to the project. The selected general avoidance and minimization measures include measures AMM-1, AMM-3 through AM-11, AM-13 through AMM-15, AMM-17, AMM-19, and AMM-21; the selected species-specific conservation measures for CAGN include CAGN-2 and CAGN-4 through CAGN-7. The conditions set forth by FEMA assume that proposed activities would take place outside of the CAGN breeding season (February 15 to August 30).
Based on input from the City, GPA understands that construction of the project is estimated to begin in May 2025 for an approximate duration of six months. GPA has notified the City that the construction of the project would overlap with the typical CAGN breeding season, and understands that the City would like to proceed with construction during the CAGN nesting season. Therefore, GPA proposes to conduct preconstruction surveys to comply with measure CAGN-1: Habitat Assessment of the PBO, which requires a habitat assessment to determine whether suitable habitat for the CAGN occurs in the action area. GPAwill also provide worker education for the project in compliance with measure AMM15: Environmental Awareness Training for Construction Personnel, and will prepare a habitat restoration plan in compliance with CAGN 5: Habitat Restoration Plan.
If active nests of CAGNare located within 300 feet, then an exclusionary buffer would be needed and a full-time monitor on-site during work activities (CAGN-3: Work Restrictions Near Active Nests).
Construction monitoring has been included as an optional task (Task 5) in the event active nests of CAGN are found within 300 feet of the area of disturbance. It is assumed the project would comply with measures CAGN-6: Limits on Habitat Disturbance and CAGN-7: No Permanent Loss of Habitat. It is further assumed that the City and/or Contractor would be responsible for the implementation of measures and best management practices not included in this scope of work.
GPA has included an optional task (Task 7) in the event the City requests assistance completing the Post-Construction Notification Reporting Form, a requirement of FEMA’s post-construction monitoring and reporting requirements.
In addition to the biological avoidance and minimization measures listed above, the project’s REC stipulates that the Subrecipient (City) is responsible for retaining a qualified archaeologist, who meets the Secretary of the Interior's Professional Qualification Standards in archaeology, to prepare and implement a Monitoring Plan for the proposed project. The Monitoring Plan shall include monitoring by a Native American monitor of the Gabrielino/Tongva Indians of California and shall include a worker training that presents a summary of the monitoring plan to construction personnel at the onset of construction. The frequency and duration of the monitoring will be determined by the qualified archaeologist in consultation with a Native American monitor of the Gabrielino/Tongva Indians of California. As a subconsultant to GPA, Duke CRM will prepare a monitoring plan and conduct cultural awareness training to comply with the REC. This scope of work and fee does not include any Native or 246
Eastfield Drive Electrical Utility Undergrounding Project City of Rolling Hills
3 Tribal monitoring. GPA has included optional tasks to assist the City with Tribal coordination (Task 4) and archaeological monitoring (Task 6).
At the request of the City, GPA has prepared this proposal to provide the following cultural and biological services, required as conditions put forth by FEMA through the project’s REC.
II. SCOPE OF WORK
Task 1: Biological Resources Compliance
GPA proposes the following tasks to demonstrate compliance with measures AMM-15: Environmental Awareness Training for Construction Personnel, CAGN-1: Habitat Assessment, and CAGN-5: Habitat Restoration Plan.
Task 1.1 Worker Education Program
The permitted RyanEC biologist will conduct an education program for construction personnel. This will include a description of the CAGN and its habitat, the potential occurrence of this species in the project area; the measures to be implemented to conserve listed species and their habitats as they relate to the work site; and boundaries in which construction may occur. A fact sheet conveying this information will be prepared and distributed to all construction crews and project personnel entering the project area. Upon completion of the program, personnel will sign a form stating that they attended the program and understand all of the avoidance and minimization measures for the Special Status Species. Any new workers who are added to the job following this initial training program also will be required to take the program throughout the duration of construction activities. Repeated trainings are not included in this scope of work.
Deliverables: One Worker Education Program Training; Fact Sheet Task 1.2 California Gnatcatcher Preconstruction Survey
GPA will conduct an updated California Natural Diversity Database (CNDDB) search for CAGN observations and provide it to RyanEC for review. GPA will coordinate with the City and Contractor to provide RyanEC with the survey boundaries and proposed project area boundaries clearly marked within five working days of the first Field Survey date. The permitted RyanEC biologist will conduct a survey of the site between sunrise and noon within 48 hours of vegetation-clearing activities, which are assumed to begin May 27, 2025. RyanEC will survey approximately 4,735 linear feet (1.4 km) and adjacent land that can be accessed from existing roads (private property lines both sides of the road) for CAGN. RyanEC would notify the appropriate agencies of the intent to survey. A report will be prepared and provided to City the following day, along with a map and coordinates of any CAGN detection or other sensitive resources detected.
Deliverables: Preconstruction Survey and Reporting
Task 1.3 Habitat Restoration Plan
GPA will prepare a Temporary Impacts Restoration/Revegetation Plan (Restoration Plan) detailing the revegetation activities to be completed for temporary impacts on CAGNhabitat. The Restoration Plan 247
Eastfield Drive Electrical Utility Undergrounding Project City of Rolling Hills
4 will outline the proposed restoration methodology, timing, plant palette, and monitoring requirements/timing. The Restoration Plan will include an assessment of existing conditions within the proposed restoration areas; a summary of prior management activities; any recorded observations or signs of listed or proposed species within proposed restoration areas; and a summary of any problems encountered during management and/or monitoring and remedial measures implemented to correct problems or deficiencies in the restoration plan. GPA will coordinate as needed with the City and California Department of Fish and Wildlife for development, review, and approval of the Restoration Plan.
Deliverable: Habitat Restoration Plan
Task 2: Cultural Resources Compliance
GPA proposes the following tasks to demonstrate compliance with Section 106 of the National Historic Preservation Act (NHPA), as outlined in the project’s REC. This scope of work and fee does not include any Native or Tribal monitoring.
Task 2.1 Monitoring Plan
As a subconsultant to GPA, Duke Cultural Resources Management (DUKE CRM) will prepare a monitoring plan. The monitoring plan will specify the communication protocols, methods that will be used to protect archaeological resources that may exist within the project, procedures for monitoring, procedures for archaeological discoveries, curation or artifacts (if discovered), and preparation of a report at the conclusion of the monitoring program.
Task 2.2 Cultural Sensitivity Training
DUKE CRM qualified archaeologist will attend the project pre-grade meeting with the Contractor, Native American(s), and others to discuss the cultural awareness training. The sensitivity training shall include a description of the types of cultural material that may be encountered, cultural sensitivity issues, the regulatory environment, and the proper protocol for treatment of the materials in the event of a find. Any new workers who are added to the job following this initial training session also will be required to take the training throughout the duration of ground disturbing construction activities.
Repeated trainings are not included in this scope of work. Deliverables: Monitoring Plan; Worker Education Training Task 3: Project Management and Meetings
Throughout the contracted period, the GPA Project Manager (PM) will maintain a clear line of communication with the City and will conduct regular status checks to ensure all tasks are on schedule and within budget. The GPA PM will prepare a monthly progress report that includes the progress of each task. GPA will also maintain electronic copies of the complete environmental record of the project and will provide the City with a copy of all documentation.
GPA will attend one kick-off meeting and up to six agency meetings on an as-needed basis throughout the contracted period. It is assumed that all meetings would be held virtually, and each meeting would 248
Eastfield Drive Electrical Utility Undergrounding Project City of Rolling Hills
5 last one hour. Preparation of meeting agendas and meeting minutes are not included in this scope and fee.
Deliverable: Monthly progress reports; attendance at one kick-off meeting and up to six agency meetings
III. SCOPE OF WORK (OPTIONAL TASKS)
Task 4: Native American Coordination
The project’s Record of Environmental Consideration (REC) requires that the monitoring plan (Task 3) shall include monitoring by a Native American monitor of the Gabrielino/Tongva Indians of California.
The frequency and duration of the monitoring will be determined by the qualified archaeologist in consultation with a Native American monitor of the Gabrielino/Tonga Indians of California. If requested by the City, GPA and Duke CRM will coordinate with the City to assist the City to retain a local consulting and monitoring Tribe, as required. This will include telephone conversations, video conferences, and email communications with the City and any Tribe(s), and review of documents between the City and the Tribe.
Task 5: California Gnatcatcher Construction Monitoring
If active nests of California Gnatcatchers are located within 300 feet of the construction limits, then an exclusionary buffer would be needed and a full-time monitor on-site during work activities (CAGN-3).
Depending on availability, the permitted REC biologist will be available to assist with construction monitoring. It is assumed that there will be 10-hour work days, at a cost per day of $1,000, over 30 working days.
Deliverables: Construction Monitoring for CAGN
Task 6: Archaeological Construction Monitoring
In the event tribal consultation results in the request for a third party qualified archaeological monitor, DUKE CRM will provide one archaeological monitor during all ground disturbing activities with the potential to impact archaeological resources. The monitor will follow construction equipment (dozers, scrapers, back hoes, etc.) observing the freshly excavated soils. Monitoring will occur at the pace of construction. Occasionally the archaeological monitor will screen sediment for the presence of artifacts or ecofacts indicative of an archaeological site. In general, the archaeological monitor will stay at a safe distance from the construction equipment during monitoring, allowing construction to proceed at a normal pace. Occasionally the archaeological monitor will need to inspect sediments in the area of the equipment, necessitating a temporary slowdown. However, all efforts will be made to limit slowdowns.
The archaeological monitor will take daily photographs and maintain a daily log of monitoring activities.
The daily log will include soils and stratigraphic observations. The monitor will work under the direct supervision of the DUKE CRM project archaeologist. The archaeological monitor will work in coordination with the superintendent/foreman. If the archaeological monitor discovers an archaeological resource, he/she will notify the Project Archaeologist, Owner, and Contractor, and 249
Eastfield Drive Electrical Utility Undergrounding Project City of Rolling Hills
6 follow the requirements in the Monitoring Plan. Treatment of any discoveries will result in additional tasks, not included herein and will necessitate a contract amendment.
For the purposes of this proposal, we anticipate 30 days of archaeological monitoring. The actual number of monitoring days and the intensity (full-time, part-time, etc.) will be determined in the field and will be based on the actual schedule, sediment conditions, assessment of the potential presence or absence of archaeological resources. Additional monitoring in order to comply with the conditions approved by FEMA (2022) will require a contract amendment. We assume negative findings for archaeological resources. This proposal does not include a Native American monitor.
A minimum half-day charge (“show up time”) per monitor will be charged for unannounced work stoppages that are not due to actions of DUKE CRM. Overtime (greater than 8 hours per day) is extra and will be billed at 1.5 times the hourly rate below.
Compliance Report
At the conclusion of fieldwork, the results of archaeological construction monitoring will be documented in a monitoring report. As DUKE CRM assumes no significant archaeological resources will be observed during the construction monitoring, a negative findings report will suffice. This report will include a brief overview of the project area’s culture history and a summary of the field methods and negative results, and recommendations for future resource management, if any.
If archaeological resources are identified at any time during the Project, the following tasks will likely occur and will require a contract amendment:
1. DUKE CRM will halt or temporarily divert all ground disturbance from the discovery.
2. DUKE CRM will notify the on-site Contractor, City, FEMA, and Native American monitor(s) immediately upon any such discovery.
3. The intensity of monitoring will likely need to increase (i.e., spot-check to part-time monitoring or part-time to full-time monitoring).
4. Following consultation with the City, FEMA, and Native Americans (as necessary), tasks that may be necessary include, but are not limited to, archaeological evaluation and/or data recovery excavation, sampling and processing, mapping, research, laboratory analysis, a detailed technical report, site records, and curation of specimens into a museum or curation facility. The level of effort for these tasks varies depending on the nature and significance of the find. All work be conducted in a manner consistent with the requirements of the Monitoring Plan. These additional undertakings would require a contract amendment.
Deliverables: Construction Monitoring for archaeological resources; Compliance Report Task 7: FEMA Post-Construction Notification Reporting Form If requested, GPA will prepare the FEMA Post-Construction Notification Form for impacts on the CAGN.
GPA will coordinate with the City or contractor to obtain the appropriate information required including the acres of CAGN habitat affected, restoration efforts for the affected habitat, number of 250
Eastfield Drive Electrical Utility Undergrounding Project City of Rolling Hills
7 individuals of the species that were killed or injured, number of live individuals that were observed, and success and/or failure to meet the avoidance and minimization Measures. Results of the preconstruction survey will be attached to the Post-Construction Notification Reporting Form. Deliverables: FEMA Post-Construction Notification Reporting Form IV. ASSUMPTIONS
This Scope of Work has been prepared based on the following assumptions:
• GPA assumes no responsibility in the event that the federal funds are de-obligated for work that does not comply with the conditions outlined in the sub application approval package. • This scope of work is based on project information provided in the HMGP approval package shared by the City on February 12, 2025. If the limits of the project area or scope of the project change in a manner that would warrant additional environmental documentation not included in this scope of work, GPA will provide an additional scope of work and budget to support any additional effort required.
• Unless otherwise identified herein, all deliverables will be electronic. GPA will respond to a total of one round of comments on all deliverables from the City. Coordination with and reviews from FEMA are not anticipated, and have been excluded from this scope of work. • The fee developed for this project assumes an eight-month period of performance. If the project is delayed, and requires additional months of project management, a budget augmentation will be requested.
• This estimate does not include focused or specialized surveys for species other than CAGN, detailed habitat mapping, jurisdictional habitat delineations, or any permitting activities, including a formal biological assessment in support of Section 7 or Section 10 of the Endangered Species Act. • The City will provide unimpeded access to the project site and survey areas, and the entire site will be accessible and can be walked safely.
• This scope of work does not include any Native or Tribal monitoring. • There will be no meetings or correspondence with local, state, or federal agencies, unless otherwise identified herein.
• Repeated education trainings are not included in this scope of work. • No changes to protocol will be made by any agency prior to the field surveys being completed and report submitted.
• It should be explicitly understood that hours may be allocated differently among tasks and available personnel.
• The fee for optional monitoring Tasks 5 and 6 assumes 8-hour work days over 30 working days. 251
12 EXHIBIT B
FEE AND COST SCHEDULE
252
Richard Galvin
Principal Env. PlannerCatherine SaintSenior Env. PlannerMartin RoseSenior GIS AnalystJennifer JohnsonSenior Assoc. BiologistAngela ScudiereSenior BiologistVictoria MasjuanAssoc. BiologistLizbeth Pliego GuzmanAssoc. BiologistTotal HoursOther Direct CostsSubconsultantsTotal Labor CostsGrand Total (Labor, Subs, ODCs) No. Task Description 365.00 $ 210.00 $ 190.00 $ 240.00 $ 210.00 $ 150.00 $ 150.00 $ 1 134 4,000.00 $ 24,220.00 $ 28,220.00 $
1.1 Worker Education Program 4 4 1,500.00 $ 960.00 $ 2,460.00 $
1.2 California Gnatcatcher Pre-Construction Survey 2 4 8 14 2,500.00 $ 3,100.00 $ 5,600.00 $
1.3 Habitat Restoration Plan 4 12 12 16 56 16 116 - $ 20,160.00 $ 20,160.00 $ 2 8 4,420.00 $ 1,680.00 $ 6,100.00 $
2.1 Monitoring Plan 4 4 2,690.00 $ 840.00 $ 3,530.00 $
2.2 Cultural Sensitivity Training 4 4 1,730.00 $ 840.00 $ 2,570.00 $ 3 Project Management 6 14 20 - $ 5,130.00 $ 5,130.00 $
SUBTOTAL 6 28 16 24 16 56 16 162 8,420.00 $ 31,030.00 $ 39,450.00 $ 4 Native American Coordination (Optional) 2 4 6 1,640.00 $ 1,570.00 $ 3,210.00 $ 5 California Gnatcatcher Construction Monitoring (Optional) 2 4 6 12 30,000.00 $ 2,620.00 $ 32,620.00 $ 6 Archaeological Construction Monitoring (Optional) 4 4 34,500.00 $ 840.00 $ 35,340.00 $ 7 FEMA Post-Construction Notification Form (Optional) 2 4 8 4 16 34 - $ 6,450.00 $ 6,450.00 $ SUBTOTAL (Optional Tasks) 4 14 12 10 16 56 66,140.00 $ 11,480.00 $ 77,620.00 $ TOTAL HOURS 10 42 28 34 16 56 32 218
TOTAL COST 3,650.00 $ 8,820.00 $ 5,320.00 $ 8,160.00 $ 3,360.00 $ 8,400.00 $ 4,800.00 $ - $ 74,560.00 $ 42,510.00 $ 117,070.00 $ Biological Resources Compliance
Cultural Resources Compliance
Fee Proposal
Eastfield Drive Utility Undergrounding Mitigation Project GPA Consulting
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Agenda Item No.: 13.E
Mtg. Date: 03/24/2025
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: CHRISTIAN HORVATH, CITY CLERK / EXECUTIVE ASSISTANT TO
CITY MANAGER
THRU: KARINA BAÑALES, CITY MANAGER
SUBJECT: CONSIDER AND APPROVE A PROFESSIONAL SERVICES
AGREEMENT WITH RYAN ECOLOGICAL CONSULTING TO PROVIDE
ENVIRONMENTAL CONSULTING SERVICES FOR THE 20C PORTION
OF THE CREST ROAD EAST FIRE PREVENTION POWER LINE
UNDERGROUNDING PROJECT IN AN AMOUNT NOT TO EXCEED
$2,000 FUNDED BY FEDERAL EMERGENCY MANAGEMENT AGENCY
(FEMA) HAZARD MITIGATION PROGRAM #DR4344-PJ0526,
AUTHORIZE THE CITY MANAGER TO EXECUTE THE AGREEMENT,
AND FINDING THE PROJECT CATEGORICALLY EXEMPT FROM THE
CALIFORNIA ENVIRONMENTAL QUALITY ACT
DATE: March 24, 2025
BACKGROUND:
The City applied for grant funds through the California Governor's Office of Emergency Services (CalOES)/Federal Emergency Management Agency (FEMA) Hazard Mitigation Program. On September 14, 2020, the City was awarded $1,145,457 of Federal funds to underground utility infrastructure along Crest Road East from the eastern city limits to the frontage of 67 Crest Road East. The grant requires a local match of 25% ($381,819) for a total project amount of $1,527,276. The local match can be fulfilled using the California Public Utilities Commission (CPUC) Rule 20A work credits.
The entire project was initially characterized as a CPUC Rule 20A project. For Rule 20A projects, Southern California Edison (SCE) handles the design and joint trench bidding and assists in coordinating with the other utility companies. City staff held a kick-off meeting with SCE on January 13, 2021. SCE commenced its work by performing a site visit and taking measurements to confirm the scope and limits of the work, as well as preparing a Rough Order of Magnitude (ROM) estimate for the project. The ROM was submitted to the City on February 25, 2021, and is based on the following: the removal of 8 poles and approximately 1,340 feet of overhead wires, and the conversion of one overhead service to an underground feed covering the area from Crest Road, from 87 Crest Road to the East City Limits. The ROM cost estimate for the entire project was $1,000,000, expressed in 2023 dollars. The City sent 254
SCE an email of concurrence for this ROM on March 3, 2021.
On May 10, 2021, the City Council adopted Resolution No. 1275 to establish an Underground Utility District and set a public hearing for the June 14, 2021 City Council Meeting.
On June 14, 2021, the City Council adopted Resolution No. 1276 to create Underground Utility District No. 1 (Crest Road) to support the Crest Road East CalOES/FEMA Hazard Mitigation Grant Project.
Subsequent to the abovementioned assumptions, SCE recognized that the growing costs to execute the project limited the linear feet that the ROM would cover under the Rule 20A program. The growing cost escalations also increased the City's match fund obligation from an estimated $381,000 to $1,000,000.
As such, the project was divided into two Rule 20 programs. Rule 20A would cover the majority of Crest Road, with SCE responsible for the design, joint trench bidding, and assisting in the coordination with the other utility companies. The remainder of the project was converted to a Rule 20C program where the City of Rolling Hills would be required to handle the civil design, joint trench bidding, and assist in coordinating with the other utility companies.
The City is responsible for the completion of the Rule 20C segment, including lateral connections to residential panels.
The City complied with all requirements and released a Request for Proposals (RFP) for Civil Engineering Services on or around April 11, 2023. Proposals were originally posted as due on May 9, 2023 and extended to May 11, 2023.
On June 12, 2023, the City Council entered into a professional services agreement with DCA Engineering as they were the only respondents to the solicitation. DCA worked with staff over the subsequent months to prepare the Civil Engineering specifications and construction bid documents.
On September 25, 2023, the City officially released the 2QS-RULE 20C INSTALL UG STATLER 16KV WALTERIA SUB. # 2023-04 Request for Bid and posted it on the City's website.
A mandatory job walk was held on October 3, 2023, and seven interested parties attended.
Following the walk, the City Clerk realized that a formal Public Notice had not been published.
On October 7 and 12, 2023, the City published the Request for Bid in a local newspaper as mandated by the State Public Contract Code. No potential bidders attended the second job walk.
O n October 23, 2023, the City received two (2) sealed bids and determined that VCI Construction, Inc. (VCI) was the lowest responsive and responsible bidder. City staff also filed a one-year grant extension request with CalOES due to SCE's inability to release their Bid for the Rule 20A portion.
In the Spring/Summer of 2024, VCI performed and completed the construction work for the 20C portion.
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In the Fall/Winter of 2024 and into January 2025, SCE's selected contractor performed and completed the construction work for the 20A portion.
The project was completed ahead of the February 7, 2025 required end date to allow for a 3- month closeout period with CalOES.
DISCUSSION:
The City has another FEMA/CalOES Utility Underground grant project for Eastfield Drive. In recent months, during preparation for engineering services ahead of construction bid development, staff became aware of the Record of Environmental Considerations (REC) – which posited certain environmental requirements and Standard Conditions as set forth in the sub application approval package. As a result of questions on how best to comply, staff consulted with CalOES and was made aware of certain conditions related to gnatcatcher monitoring and native American monitoring.
Once notified, staff began to work with the City Attorney, CalOES, the Gabrielino/Tonga Indians of California and GPA Consulting (GPA) on how best to comply with any required grant conditions.
GPA has been an ongoing consultant to the City on the FEMA/CalOES Vegetation Management Grant and provides a variety of services in the areas of environmental planning, historic preservation, and biology. As part of the securing their services for the Eastfield Drive grant project, GPA recommended using one of their sub-consultants, Ryan Ecological Consulting (RyanEC) to assist the City in performing a post-construction survey for the California Coastal gnatcatcher within the Crest Road East 20C portion where construction had occurred during the nesting season.
To ensure the City complies with the gnatcatcher-related requirements, RyanEC's proposed scope and fees (Attachment A) are designed to provide a survey of existing conditions and a subsequent report.
The City Attorney is coordinating with a Native American monitor of the Gabrielino/Tonga Indians of California as it relates to the other requirement.
FISCAL IMPACT:
Under Rule 20C, the City is required to cover the costs for any contracted work and then be reimbursed from the grant funds. The grant pays for 75% of the fee and the City pays 25% of the fee using Rule 20A tariff credits. Staff will return to Council with a proposed resolution to amend the budget based on the costs and flow of funds described herein.
The total not-to-exceed fee for Ryan Ecological Consulting is $2,000.
RECOMMENDATION:
Approve as presented.
ATTACHMENTS:
GR_BID_250314_REC_CAGN_PostConSurvey_Proposal.pdf
CA_AGR_250324_REC_CrestRdEast_UU_Environmental_F.pdf
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WorkersCompLetter_2021.pdf
257
Ryan Ecological Consulting
526 West Colorado Blvd.
Monrovia, CA 91016
(949) 923 8224
Jennifer Johnson
GPA Consulting
840 Apollo St suite 312
El Segundo, CA 90245
March 14, 2025
Sent via e-mail to: [email protected]
Re: California Gnatcatcher post-construction survey
Dear Jennifer,
As requested, Ryan Ecological Consulting (REC) proposes to conduct a post-construction survey for California Gnatcatcher and report in support of the Crest Road East Project in the City of Rolling Hills, California.
The proposal is based on information provided by GPA Consulting. It involves surveying approximately 570 linear feet and adjacent lands that can be accessed from exisiting roads (private property lines both sides of the road) for California Gnatcatcher. My understanding of the project is that it would include notifying the agencies of my intent to survey, conducting a single post-construction survey and a letter report.
Notice to proceed for the services described in Exhibit A can be accomplished by entering into a contract with Ryan Ecological Consulting. We look forward to working with you on this project and are excited to present our biological resources services to you.
Should you have any questions concerning this scope of work and cost estimate, please contact me at (949) 923-8224 or [email protected].
Best wishes,
Thomas Ryan
Ryan Ecological Consulting
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Exhibit A: Proposed Scope of Work.
Task 1. Postconstruction Survey & Report. The permitted REC biologist will conduct a survey of the site between sunrise and noon within 48 hours of vegetation-clearing activities. A report will be prepared and provided to the Client later that day, along with a map and coordinates of any California Gnatcatcher detection or other sensitive resources detected.
Estimated Costs (fixed fee)
Task 1. Preconstruction Survey and Report $2,000.00
Total (includes mileage, expenses and indirect costs) $2,000.00 Payment. Invoices will be submitted monthly to the Client on the last day of the month (or previous Friday if it falls on a weekend) and payment is due within 30 days of receipt of payment to the Client or a maximum of 120 days after submission.
Estimate Assumptions.
1) GPA Consulting (the Client) will provide an aerial photo with the survey boundaries and proposed project area boundaries clearly marked within 5 working days of the first Field Survey date.
2) The Client will provide a recent CNDDB database search of the quad and surrounding quads for gnatcatcher observations.
3) That the survey area for gnatcatcher is no larger than 80 acres. Any suitable habitat within buffers can be effectively surveyed from the project right-of-way. 4) This estimate does not include focused or specialized surveys for other species, detailed habitat mapping, jurisdictional habitat delineations, or any permitting activities, including a formal biological assessment in support of Section 7 or Section 10 of the Endangered Species Act. 5) The Client will provide unimpeded access to the project site and survey areas. 6) That the entire site will be accessible and can be walked safely. 7) There will be no meetings or correspondence with local, state, or federal agencies. 8) There will be no additional on-site meeting required with the Client, their contractors, or agencies beyond that required for Task 2.
9) The Client will require no more than one electronic copy of the draft and final report. 10) That the site can be surveyed safely by the biologist. If it is still deemed unsafe in the judgment of the REC biologist, the Client may need to make arrangements for a second surveyor to accompany the biologist.
11) That a second, permitted contract biologist may be used. 12) That no changes to the protocol will be made by any agency prior to the surveys being completed and report submitted.
13) That surveys are not interrupted by public health orders.
This proposal is valid for 90 days from the date submitted. 259
1 PROFESSIONAL SERVICES AGREEMENT
REGULATORY PERMITTING SERVICES
This Agreement is made and entered into by and between the City of Rolling Hills, a municipal corporation (hereinafter referred to as the "City"), and Ryan Ecological Consulting., a California corporation (hereinafter referred to as "Consultant").
R E C I T A L S
A. The City desires to utilize the services of Consultant as an independent contractor to satisfy the environmental requirements for the Crest Road East Utility Undergrounding Project funded by the Federal Hazard Mitigation Grant Program (HMGP).
B. The Consultant warrants to the City that it has the qualifications, experience, and facilities to perform properly and timely the services under this Agreement.
C. The City does not have the personnel able and available to perform the services required under this Agreement.
NOW, THEREFORE, the City and the Consultant 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 the Scope of Work, attached to and made part of this Agreement as Exhibit A, except that, to the extent that any provision in Exhibit A conflicts with this Agreement, the provisions of this Agreement shall govern. The Scope of Work may be amended from time to time in writing and signed by both parties by way of written amendment to this Agreement. The location where services are to be performed shall be determined by mutual agreement of the parties’ representatives. To the extent that services are performed in City Hall, Consultant agrees that its employees will abide by any COVID-19 protocols then in effect. Consultant shall perform all services under this Agreement in accordance with the standard of care generally exercised by like professionals under similar circumstances and in a manner reasonably satisfactory to City.
2.0 TERM OF AGREEMENT. This Agreement will become effective upon execution by both parties and will remain in effect for a period of one year from said date unless otherwise expressly extended and agreed to by both parties in writing through written amendment to this Agreement or terminated by either party as provided herein.
3.0 COMPENSATION FOR SERVICES. The City shall pay the Consultant for 260
2 its professional services rendered and costs incurred pursuant to this Agreement in accordance with Exhibit A, the Scope of Work’s fee and cost schedule for the services attached to and made part of this Agreement subject to a do not exceed amount in the amount of $2,000. Compensation shall under no circumstances be increased except by written amendment of this Agreement. The Consultant shall be paid within forty-five (45) days of presentation of an invoice to the City for services performed to the City’s satisfaction. The Consultant shall submit invoices monthly describing the services performed, the date services were performed, a description of reimbursable costs, and any other information requested by the City.
4.0 CONTRACT ADMINISTRATION
4.1 The City’s Representative. Unless otherwise designated in writing, the City Manager shall serve as the City’s representative for the administration of this Agreement. All activities performed by the Consultant shall be coordinated with the City Manager.
4.2 Manager-in-Charge. For the Consultant, Thomas Ryan, shall be in charge of all matters relating to this Agreement and any agreement or approval made by such person shall be binding on the Consultant. The Manager-in-Charge shall not be replaced without the written consent of the City.
4.3 Responsibilities of the City. The City shall provide all relevant documentation in its possession to the Consultant upon request and City staff shall work with Consultant in order to facilitate its performance of its services hereunder.
4.4 Personnel. The Consultant represents that it has or will secure at its own expense all personnel required to perform the services under this Agreement.
All of the services required under this Agreement will be performed by the Consultant or under its supervision, and all personnel engaged in the work shall be qualified to perform such services. The Consultant reserves the right to determine the assignment of its own employees to the performance of the Consultant’s services under this Agreement, but the City reserves the right, for good cause, to require the Consultant to exclude any employee from performing services on the City’s premises.
5.0 TERMINATION.
5.1 Either the City Manager or the Consultant may terminate this Agreement, without cause, by giving the other party thirty (30) days written notice of such termination and the effective date thereof. In the event of such termination, Consultant shall prepare and shall be entitled to receive compensation pursuant to a close-out bill for services rendered in a manner reasonably satisfactory to the City and fees incurred pursuant to this Agreement through the notice of termination.
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3 5.2 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 Consultants 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.
5.3 In the event of termination, 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 returned to the City.
6.0 INDEMNIFICATION. Consultant shall indemnify, defend with counsel approved by City, and hold harmless City, its officers, officials, employees, and volunteers from and against all liability, loss, damage, expense, cost (including without limitation reasonable attorneys’ fees, expert fees, and all other costs and fees of litigation) of every nature arising out of or in connection with Consultant’s performance of work hereunder or its failure to comply with any of its obligations contained in this Agreement, regardless of City’s passive negligence, but excepting such loss or damage which is caused by the sole active negligence or willful misconduct of the City. Should City in its sole discretion find Consultant’s legal counsel unacceptable, then Consultant shall reimburse the City its costs of defense, including without limitation reasonable attorneys’ fees, expert fees, and all other costs and fees of litigation. The Consultant shall promptly pay any final judgment rendered against the City (and its officers, officials, employees, and volunteers) covered by this indemnity obligation. 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 and will survive termination of this Agreement.
7.0 INSURANCE REQUIREMENTS.
7.1 The Consultant, at the Consultant’s own cost and expense, shall procure and maintain, for the duration of the Agreement, the following insurance policies:
7.1.1 Workers’ Compensation Coverage. The Consultant shall maintain Workers’ Compensation Insurance for its employees in accordance with the laws of the State of California. In addition, the Consultant shall require any and every subcontractor to similarly maintain Workers’ Compensation Insurance in accordance with the laws of the State of California for all of the subcontractor’s employees. Any notice of cancellation or non-renewal of all Workers’ 262
4 Compensation policies must be received by the City at least thirty (30) days prior to such change. The insurer shall agree to waive all rights of subrogation against the City, its officers, agents, employees, and volunteers for losses arising from work performed by the Consultant for City.
7.1.2 General Liability Coverage. The Consultant shall maintain commercial general liability insurance in an amount of not less than one million dollars ($1,000,000) per occurrence for bodily injury, personal injury, and property damage. If a commercial general liability insurance form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit.
7.1.3 Automobile Liability Coverage. The Consultant shall maintain automobile liability insurance covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with the work to be performed under this Agreement, including coverage for owned, hired, and nonowned vehicles, in an amount of not less than three hundred thousand dollars ($300,000) combined single limit for each occurrence. If Consultant or Consultant’s employees will use personal automobiles in any way on this project, Consultant shall obtain evidence of personal automobile liability coverage for each such person.
7.1.4 Professional Liability Coverage. The Consultant shall maintain professional errors and omissions liability insurance for protection against claims alleging negligent acts, errors, or omissions which may arise from the Consultant’s operations under this Agreement, whether such operations are by the Consultant or by its employees or subcontractors. The amount of this insurance shall not be less than one million dollars ($1,000,000) on a claims-made annual aggregate basis, or a combined single-limit-per-occurrence basis. When coverage is provided on a “claims made basis,” Consultant will continue to renew the insurance for a period of three (3) years after this Agreement expires or is terminated. Such insurance will have the same coverage and limits as the policy that was in effect during the term of this Agreement, and will cover Consultant for all claims made by City arising out of any errors or omissions of Consultant, or its officers, employees, or agents during the time this Agreement was in effect.
7.2 Endorsements. Each insurance policy shall be issued by insurers possessing a Best’s rating of no less than A-:VII. Each general liability insurance policy shall be endorsed with the specific language of Section 8.2.1 – 8.2.7 below.
Consultant also agrees to require all Consultants and subcontractors to do likewise.
7.2.1 “The City, its elected or appointed officers, officials, employees, agents, and volunteers are to be covered as additional insureds with respect to liability arising out of work performed by or on behalf of the Consultant, 263
5 including materials, parts, or equipment furnished in connection with such work or operations.”
7.2.2 This policy shall be considered primary insurance with respect to the City, its elected or appointed officers, officials, employees, agents, and volunteers. Any insurance maintained by the City, including any self-insured retention the City may have, shall be considered excess insurance only and shall not contribute with this policy.
7.2.3 This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company.
7.2.4 Notwithstanding the provisions included in any of the ISO Additional Insured Endorsement forms, Consultant acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amounts of coverage required. Any insurance proceeds available to the City in excess of the limits and coverage required under this Agreement and which is applicable to a given loss will be available to the City.
7.2.5 The insurer waives all rights of subrogation against the City, its elected or appointed officers, officials, employees, or agents regardless of the applicability of any insurance proceeds, and agrees to require all subcontractors to do likewise.
7.2.6 Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its elected or appointed officers, officials, employees, agents, or volunteers.
7.2.7 The insurance provided by this policy shall not be suspended, voided, or reduced in coverage or in limits except after thirty (30) days’ written notice has been submitted to the City and approved of in writing, except in the case of cancellation, for which ten (10) days’ written notice shall be provided.
7.2.8 Consultant agrees to provide immediate notice to City of any claim or loss against Consultant arising out of the work performed under this Agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City.
7.3 Self Insured Retention/Deductibles. Policies required by this Agreement shall allow City, as additional insured, to satisfy the self-insured retention (“SIR”) and/or deductible of the policy in lieu of the Owner (as the named insured) should Owner fail to pay the SIR or deductible requirements. The amount of the SIR or deductible shall be subject to the approval of the City Attorney and the Finance Director. Owner understands and agrees that satisfaction of this 264
6 requirement is an express condition precedent to the effectiveness of this Agreement. Failure by Owner as primary insured to pay its SIR or deductible constitutes a material breach of this Agreement. Should City pay the SIR or deductible on Owner’s behalf upon the Owner’s failure or refusal to do so in order to secure defense and indemnification as an additional insured under the policy, City may include such amounts as damages in any action against Owner for breach of this Agreement in addition to any other damages incurred by City due to the breach.
7.4 Certificates of Insurance. The Consultant shall provide certificates of insurance with original endorsements to the City as evidence of the insurance coverage required herein. Certificates of such insurance shall be filed with the City on or before commencement of performance of this Agreement. Current certification of insurance shall be kept on file with the City at all times during the term of this Agreement. The Consultant shall provide written evidence of current automobile coverage to comply with the automobile insurance requirement.
7.5 Failure to Procure Insurance. Failure on the part of the Consultant to procure or maintain required insurance shall constitute a material breach of contract under which the City may terminate this Agreement pursuant to Section
5.2 above.
8.0 ASSIGNMENT AND SUBCONTRACTING. The parties recognize that a substantial inducement to the City for entering into this Agreement is the professional reputation, experience, and competence of the Consultant.
Assignments of any or all rights, duties, or obligations of the Consultant under this Agreement will be permitted only with the express written consent of the City. The Consultant shall not subcontract any portion of the work to be performed under this Agreement without the written authorization of the City. If the City consents to such subcontract, the Consultant shall be fully responsible to the City for all acts or omissions of the subcontractor. Nothing in this Agreement shall create any contractual relationship between the City and subcontractor nor shall it create any obligation on the part of the City to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise is required by law.
9.0 COMPLIANCE WITH LAWS, CODES, ORDINANCES, AND
REGULATIONS. The Consultant shall use the standard of care in its profession and comply with all applicable federal, state, and local laws, codes, ordinances, and regulations.
9.1 Taxes. The Consultant agrees to pay all required taxes on amounts paid to the Consultant under this Agreement, and to indemnify and hold the City harmless from any and all taxes, assessments, penalties, and interest asserted against the City by reason of the independent contractor relationship created by this Agreement. In the event that the City is audited by any Federal or State agency regarding the independent contractor status of the Consultant and the audit in any way fails to sustain the validity of a wholly independent contractor relationship 265
7 between the City and the Consultant, then the Consultant agrees to reimburse the City for all costs, including accounting and attorneys’ fees, arising out of such audit and any appeals relating thereto.
9.2 Workers’ Compensation Law. The Consultant shall fully comply with the workers’ compensation law regarding the Consultant and the Consultant’s employees. The Consultant further agrees to indemnify and hold the City harmless from any failure of the Consultant to comply with applicable workers’ compensation laws. The City shall have the right to offset against the amount of any compensation due to the Consultant as a result of the Consultant’s failure to promptly pay to the City any reimbursement or indemnification arising under this Section.
9.3 Licenses. The Consultant represents and warrants to the City that it has all licenses, permits, qualifications, insurance, and approvals of whatsoever nature which are legally required of the Consultant to practice its profession. The Consultant represents and warrants to the City that the Consultant 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 the Consultant to practice its profession.
10.0 CONFLICT OF INTEREST. The Consultant confirms that it has no financial, contractual, or other interest or obligation that conflicts with or is harmful to performance of its obligations under this Agreement. The Consultant shall not during the term of this Agreement knowingly obtain such an interest or incur such an obligation, nor shall it employ or subcontract with any person for performance of this Agreement who has such incompatible interest or obligation. Consultant and its associates and subcontractors will comply with all conflict of interest statutes of the State of California applicable to Consultant’s services under this Agreement, including, but not limited to, the Political Reform Act (Government Code Sections 81000, et seq.) and Government Code Section 1090.
11.0 RECORDS AND AUDITS. The Consultant 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 the City or any authorized representative. All records shall be made available at the request of the City, with reasonable notice, during regular business hours, and shall be retained by the Consultant for a period of three years after the expiration of this Agreement.
12.0 OWNERSHIP OF DOCUMENTS. It is understood and agreed that the City shall own all documents and other work product of the Consultant, except the Consultant’s notes and workpapers, which pertain to the work performed under this Agreement. The City shall have the sole right to use such materials in its discretion and without further compensation to the Consultant, but any re-use of such documents by the City on any other project without prior written consent of 266
8 the Consultant shall be at the sole risk of the City. The Consultant shall at its sole expense provide all such documents to the City upon request.
13.0 INDEPENDENT CONTRACTOR. The Consultant 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 over the conduct of the Consultant or any of the Consultant’s employees or agents, except as herein set forth. The Consultant 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 the City. The Consultant shall have no power to incur any debt, obligation, or liability on behalf of the City or otherwise act on behalf of the City as an agent.
14.0 NOTICE. 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.
City of Rolling Hills
2 Portuguese Bend Road.
Rolling Hills, CA 900
Attention: City Manager
CONSULTANT:
Attention: Thomas Ryan
Ryan Ecological Consulting
526 West Colorado Blvd.
Monrovia, CA 91016
15.0 GOVERNING LAW. This Agreement shall be governed by the laws of the State of California.
16.0 ENTIRE AGREEMENT; MODIFICATION. 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. Each party to this Agreement acknowledges that no representations, inducements, promises, or agreements, oral or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. Any agreement, statement, or promise not contained in the Agreement, and any modification to the Agreement, will be effective only if signed by both parties through written amendment to the Agreement.
267
9 17.0 WAIVER. Waiver of a breach or default under this Agreement shall not constitute a continuing waiver of a subsequent breach of the same or any other provision under this Agreement.
18.0 EXECUTION. This Agreement may be executed in several counterparts, each of which shall constitute one and the same instrument and shall become binding upon the parties when at least one copy hereof shall have been signed by both parties hereto. In approving this Agreement, it shall not be necessary to produce or account for more than one such counterpart.
19.0 AUTHORITY TO ENTER AGREEMENT. The Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform this Agreement. 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
20.0 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.
21.0 FINAL PAYMENT ACCEPTANCE CONSTITUTES RELEASE.
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, subcontractors, and agents for the accuracy and competency of the information provided 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, subcontractors, and agents.
22.0 CORRECTIONS. In addition to the above indemnification obligations, the Consultant shall correct, at its expense, all errors in the work which may be disclosed during the City’s review of the Consultant’s report or plans. Should the Consultant fail to make such correction in a reasonably timely manner, such correction shall be made by the City, and the cost thereof shall be charged to the Consultant.
23.0 ATTORNEYS’ FEES. 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 268
10 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.
This Agreement is executed on March 24, 2025, at City of Rolling Hills, California.
CITY OF ROLLING HILLS: CONSULTANT:
______________________________ ______________________________ Karina Bañales, City Manager By: Thomas Ryan
ATTEST:
___________________________
Christian Horvath, City Clerk
APPROVED AS TO FORM:
___________________________________
Patrick Donegan, City Attorney
269
11 EXHIBIT A
SCOPE OF SERVICES
FEE AND COST SCHEDULE
270
12 271
Ryan Ecological Consulting
526 West Colorado Blvd.
Monrovia, CA 91016
(949) 923 8224
WORKERS COMPENSATION –
NOTICE OF EXEMPTION
Date: November 15, 2021
To Whom It May Concern:
Please be advised that due to the fact that I do not carry payroll, am the sole owner and employee, and we have no employees, Ryan Ecological Consulting is not required to carry workers compensation insurance in accordance with Sections 3700 and 3800 of the Labor Code of the State of California.
Please call me should you have any questions at (949) 923-8224.
Sincerely,
Thomas Ryan
President
Ryan Ecological Consulting
272
Agenda Item No.: 13.F
Mtg. Date: 03/24/2025
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: CHRISTIAN HORVATH, CITY CLERK / EXECUTIVE ASSISTANT TO
CITY MANAGER
THRU: KARINA BAÑALES, CITY MANAGER
SUBJECT: ADOPT RESOLUTION NO. 1386 APPROVING THE BLANKET
AUTHORITY TO FILE APPLICATIONS FOR GRANT FUNDS FROM THE
LOS ANGELES COUNTY REGIONAL PARK AND OPEN SPACE
DISTRICT FOR MEASURE A FUNDING FOR PROJECTS AND
PROGRAMS AND AUTHORIZE THE CITY MANAGER TO SIGN THE
MASTER ANNUAL ALLOCATION GRANT AGREEMENT WITH THE
LOS ANGELES COUNTY REGIONAL PARK AND OPEN SPACE
DISTRICT
DATE: March 24, 2025
BACKGROUND:
On November 8, 2016, the voters of the County of Los Angeles approved the Safe, Clean Neighborhood Parks, Open Space Beaches, Rivers Protection, and Water Conversation Measure (Measure A). Measure A authorizes funding for park, recreation, and open space projects and their maintenance through an annual special tax on all taxable real property in the County. Measure A distributes funds through annual allocations using set formulas and through competitive grants. The annual allocation varies based on revenue received each year. The Los Angeles County Regional Park and Open Space District (RPOSD), which administers the funds, requires agencies to adopt a resolution authorizing the submittal of applications and acceptance of the grant funds (Attachment A) and signing an Agreement (Attachment B) accepting the terms and conditions summarized in the Discussion section of this report.
DISCUSSION:
The City of Rolling Hills is currently allocated approximately $9,000 - $10,000 per year and has accrued a balance of $67,142 held by RPOSD. The annual funding is based on a formula that uses census data and Los Angeles County’s Park Needs Assessment which analyzes park and recreation needs on a countywide basis. Measure A annual allocation funds can be used for planning, design, and construction of various parks, open space, and recreational use projects subject to approval by RPOSD. The RPOSD also offers a variety of other competitive grant programs that the City may be eligible for in the future. 273
Under the terms of the RPOSD, applicants for any project funding must submit an adopted resolution demonstrating that its governing body has authorized the filing of the application to request grant funds for future recreation and parks projects or programs. This action does not commit the City to any grant funds or projects at this time but is essentially notifying the County that the City is interested in Measure A grant funds. Approval of the resolution would allow staff to seek the City’s annual allocation funding in the future to help supplement funding for projects or programs, such as projects programmed in the Capital Improvement Program (CIP). Staff could also continue to explore other grant opportunities as they become available from RPOSD. Approval of the resolution is required before the Master Annual Allocation Grant Agreement (Agreement) can be signed and submitted to RPOSD. Staff is recommending that the City Council authorize the City Manager to sign the Agreement.
The Agreement authorizes grantees to submit grant projects for a wide range of recreation and open space projects. Projects are subject to review and approval by the RPOSD. The RPOSD reimburses funds to grantees for eligible approved costs up to 90% of the grant funds specified in the Notice to Proceed (NTP). The remaining 10% would be disbursed upon the completion of the project and approval by the RPOSD. Precise requirements are based upon the individual grant, but typical requirements include a commitment to allow for public accessibility. Compliance with applicable provisions of the California Environmental Quality Act (CEQA) is required. The grantee is required to record a deed restriction on any real property acquired and/or developed with Measure A funds requiring compliance in perpetuity.
The grantee is required to acknowledge RPOSD’s financial assistance with any project via printed and promotional materials, social media, and project signage.
Projects must be open and accessible without discrimination as to race, color, sex, sexual orientation, age, religious belief, national origin, marital status, physical or mental handicap, mental handicap, medical condition, or place of residence. The grantee may not charge fees that differentiate between residents and non-residents or provide preferential treatment for residents, e.g. early registration. Grantees must maintain adequate financial documents and records to accurately account for the disbursement of Measure A funds for at least five years after the grant is closed or terminated. RPOSD may conduct a financial audit within a fiveyear time frame and reserves the right to recover funds lacking adequate documentation.
Following the execution of the Agreement, Staff could identify and pursue appropriate projects specific to the City Hall Campus that could be partially or completely funded with RPOSD grant funds. Staff would bring these proposed projects back to the City Council’s consideration at a future meeting. At this time, the City does not need to have an identified and approved project to submit the attached resolution and Agreement to RPOSD. Submitting the Agreement does not commit the City to a particular project.
FISCAL IMPACT:
The recommended City Council action does not require additional budget appropriation at this time. If an eligible recreation or park project or program is identified for the City Hall Campus and approved by the Los Angeles County Regional Park and Open Space District, the City Council will be asked to consider the proposed project or program and any requested budget.
RECOMMENDATION:
Approve as presented.
274
ATTACHMENTS:
Attachment A - ResolutionNo1386_MeasureA_BlanketAuthForGrantFunds_F.pdf Attachment B - CL_AGN_250324_CC_MeasureA_A66_RH_MasterAgreement.pdf 275
Resolution No. 1386 -1-
RESOLUTION NO. 1386
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
ROLLING HILLS APPROVING THE BLANKET
AUTHORITY TO FILE APPLICATIONS FOR GRANT
FUNDS FROM THE LOS ANGELES COUNTY REGIONAL
PARK AND OPEN SPACE DISTRICT FOR MEASURE A
FUNDING FOR PROJECTS AND PROGRAMS
WHEREAS, the voters of the County of Los Angeles on November 8, 2016, approved the Safe, Clean Neighborhood Parks, Open Space Beaches, Rivers Protection, and Water Conservation Measure (Measure A); and
WHEREAS, Measure A also designated the Los Angeles County Regional Park and Open Space District (the District) to administer said funds; and WHEREAS, the District has set forth the necessary policies and procedures governing the application for grant funds under Measure A; and WHEREAS, the District’s policies and procedures require the governing body of the City of Rolling Hills to approve of the filing of an application before submission of said application to the District; and
WHEREAS, said application contains assurances that the City of Rolling Hills must comply with; and
WHEREAS, The City of Rolling Hills will enter into Agreement(s) with the District to provide funds for acquisition projects, development projects, and/or programs.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF ROLLING HILLS DOES RESOLVE AS FOLLOWS:
Section 1. Approves the blanket authority to file applications with the Los Angeles County Regional Park and Open Space District for Measure A Funds for projects or programs; and
Section 2. Certifies that The City of Rolling Hills understands the assurances and will comply with the assurances in the application form; and Section 3. Appoints the City Manager, or designee, to conduct all negotiations, and to execute and submit all documents including, but not limited to, applications, agreements, amendments, payment requests and so forth, which may be necessary for the completion of projects or programs.
PASSED, APPROVED AND ADOPTED this 24th day of March, 2025. 276
Resolution No. 1386 -2-
______________________________
JEFF PIEPER
MAYOR
ATTEST:
___________________________
CHRISTIAN HORVATH
CITY CLERK
277
Resolution No. 1386 -3-
STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) §§
CITY OF ROLLING HILLS )
I certify that the foregoing Resolution No. 1386 entitled:
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
ROLLING HILLS APPROVING THE BLANKET
AUTHORITY TO FILE APPLICATIONS FOR GRANT
FUNDS FROM THE LOS ANGELES COUNTY REGIONAL
PARK AND OPEN SPACE DISTRICT FOR MEASURE A
FUNDING FOR PROJECTS AND PROGRAMS
was approved and adopted at a regular meeting of the City Council on March 24, 2025 by the following roll call vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
__________________________
CHRISTIAN HORVATH
CITY CLERK
278
Measure A Annual Allocation Grant Agreement
1 PARTIES TO AGREEMENT
RPOSD: GRANTEE:
Los Angeles County
Regional Park and Open Space District
1000 South Fremont Avenue, Unit #40
Building A-9 East, Ground Floor
Alhambra, CA 91803
City of Rolling Hills
2 Portuguese Bend Road
Rolling Hills, CA 90274
This Annual Allocation Grant Agreement ("Agreement") is made and entered into by and between the City of Rolling Hills (“Grantee”) and the Los Angeles County Regional Park and Open Space District (“RPOSD”). Grantee agrees to complete Annual Allocation projects as described in any Notice to Proceed (“NTP”), a subordinate agreement executed wholly within and subject to the provisions of this Agreement, approved by RPOSD, acting through the Director of the County of Los Angeles Department of Parks and Recreation, and pursuant to Measure A.
RECITALS
WHEREAS, RPOSD, acting through the Director of the County of Los Angeles Department of Parks and Recreation and Measure A, is authorized by the County of Los Angeles Board of Supervisors, acting in its capacity as the governing body of the RPOSD, to implement Measure A and administer Measure A grants;
WHEREAS, Grantee is a public entity eligible for Annual Allocation awards; and WHEREAS, this Agreement is authorized by Measure A;
THEREFORE, in consideration of the mutual covenants, promises, and representations herein, RPOSD and Grantee agree as follows:
Definitions
Annual Allocations: Annual grant funds allocated pursuant to Section 5, subdivision (b) of Measure A.
Board of RPOSD: The County of Los Angeles Board of Supervisors acting in its capacity as the governing body of the RPOSD.
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2 Good Standing: Good Standing is when an agency or organization is in compliance with all requirements stated in the guidelines, policies, and procedures of RPOSD for both Proposition A and Measure A. Good Standing is required of Grantees in order for payment requests to be processed and to receive or apply for any grant funds from RPOSD.
Grants Administration Manual (GAM): The document that details the policies and procedures for administering grants awarded by RPOSD. From time to time, it shall be amended or changed by RPOSD as described in this agreement.
Grants Management System (GMS): The online Grants Management System used by RPOSD to track Measure A grant-funded projects.
Measure A: The Safe, Clean Neighborhood Parks, Open Space, Beaches, Rivers Protection, and Water Conservation Measure to levy a special tax and issuing bonds approved by voters on November 8, 2016.
Notice to Proceed (NTP): A subordinate agreement executed wholly within and subject to the provisions of this Agreement, for the performance of deliverables as described in the Notice to Proceed (Attachment A). Upon issuance by RPOSD, the NTP confirms approval of an identified project and a specified grant amount and authorizes Grantee to commence performance of said project. The NTP shall include the specifics of the approved project, such as the scope of work, funding award, and performance period for the project.
NTP Performance Period: The timeframe within which Grantee is to complete a project as detailed in each Work Plan. Project costs must be incurred within the NTP Performance Period for each project to be eligible for reimbursement.
Project: Acquisition, development, planning and design/or innovation projects utilizing Annual Allocation funding, and as set forth in an executed NTP.
Scope of Work: Grantee’s written description of tasks and deliverables for a project, as set forth in the Work Plan.
Work Plan: A plan that detailsthe proposed elements of a project: scope of work, deliverables, timeline, budget, land tenure, perpetuity plan, community engagement plan, funding acknowledgement, and attachments (as needed).
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3 TERMS AND CONDITIONS
Article 1: Conditions
A. This Agreement applies to all grant funds allocated to Grantee for projects which Grantee has applied for, and which have been approved by RPOSD, as evidenced by the issuance of an NTP.
B. The Work Plan and its required attachments, and any subsequent changes or additions approved by RPOSD, are hereby incorporated in this Agreement as though set forth in full.
C. The GAM, and any subsequent changes or additions thereto, and the Measure A Resolution are also hereby incorporated in this Agreement as though set forth in full.
D. As per the approved NTP(s), RPOSD grants the Grantee a sum of money not to exceed the budget amount, in consideration and on the condition that the sum be solely expended for the purposes set forth in the NTP Scope of Work for the approved Work Plan and under the terms and conditions set forth in this Agreement.
E. Grantee acknowledges that it may be required to furnish any additional funds necessary to complete the project approved in the NTP.
F. Any non-recreational use of the project area must be preapproved in writing by RPOSD, and if approved, Grantee agrees that any gross income earned from such nonrecreational uses of the project shall be used for recreation development, additional acquisition, operation or maintenance at the project site, unless RPOSD approves otherwise in writing.
G. Grantee agrees that any gross income that accrues to a grant-assisted development project authorized by the NTP during and/or as part of the construction, from sources other than the intended recreational uses, also shall be used for further development of that particular project described in the NTP, unless RPOSD approves otherwise in writing.
Article 2: Term of Agreement
This Agreement is effective upon the date it is fully executed by the Grantee and Director of RPOSD or their designees (“Effective Date”) and will remain in effect in perpetuity unless terminated by RPOSD upon written notice.
Article 3: Counterparts and Electronic Signatures
A. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same Agreement. The email or electronic signature of the parties shall be deemed to 281
4 constitute original signatures, and electronic copies hereof shall be deemed to constitute duplicate originals.
B. RPOSD and Grantee hereby agree to regard electronic representations of original signatures of authorized officers of each party, when appearing in appropriate places on the Amendments and received via communications facilities (email or electronic signature), as legally sufficient evidence that such legally binding signatures have been affixed to Amendments to this Agreement.
Article 4: Grant Funds
Grantee will not be entitled to any payment by RPOSD under this Agreement except pursuant to an authorized NTP for each project. Grant funds will be disbursed and used solely by the Grantee in accordance with the Work Plan defined in the NTP for each project, subject to the provisions of this Agreement. Grantee may not combine or carryover funds remaining in one project to another. Grantee understands that grant funds are not a gift and agrees that RPOSD is granting funds for Grantee to complete the work authorized in each NTP.
Article 5: Expenditure of Grant Funds and Allocation of Funds Between Budget Items Grantee shall expend grant funds consistent with the approved NTP, which incorporates by reference the Work Plan. Any revisions to the budget that attempts to shift funds from approved budget items into a different category must be identified in a revised Work Plan within the GMS and approved in advance by RPOSD. RPOSD may withhold payment for items which exceed the amount allocated in the Work Plan which have not received the approval required herein. Any RPOSD approved increase in the funding for any budgeted item may result in a corresponding decrease in the funding for one or more other budgeted items.
Article 6: Project Costs and Reimbursements
RPOSD shall reimburse to Grantee, in accordance with the authorized NTP’s budget, a total amount not to exceed the amount of the NTP, as follows:
A. RPOSD shall reimburse funds for eligible costs incurred to date, up to 90% of the grant amount specified in the NTP, upon the Grantee’s satisfactory progress and upon submission of an electronic claim form(s), which shall be submitted no more frequently than every 45 days. RPOSD shall disburse the final 10% upon the Grantee’s satisfactory completion of the project, submission of required documentation, and approval by RPOSD. Project costs must be incurred within the NTP Performance Period to be eligible for reimbursement.
B. Grantee shall request reimbursements by submitting a claim to RPOSD through the GMS and complete all forms and requirements of the claim process. RPOSD will only 282
5 reimburse for actual costs incurred and verified. The form shall also indicate cumulative expenditures to date and expenditures during the reporting period.
C. Claim for reimbursement must be signed by Grantee’s authorized representative.
Each claim form shall be accompanied by:
1. All receipts and any other source documents for direct expenditures and costs that Grantee seeks reimbursement for.
2. Invoices from vendor(s) that Grantee engaged to complete any portion of the work funded under this Agreement and proof of payment (credit card statement, cleared checks) and any other source documents for costs incurred and expenditures by any such vendor(s), unless RPOSD makes a specific exemption in writing.
D. RPOSD, in its sole discretion, may deny reimbursement requests that do not comply with reimbursement requirements or lack sufficient documentation.
Article 7: Indirect Overhead Costs
Grantee may request reimbursement of its indirect overhead costs in accordance with the GAM.
Article 8: Project Completion
Grantee shall complete the project by the Performance Period identified in the approved NTP.
Upon completion of a project, Grantee shall provide RPOSD with evidence of completion by submitting:
1. All deliverables specified in the Work Plan, each in a format(s) approved by RPOSD (for example, paper, digital, photographic);
2. Electronic submission of the final claim;
3. All required documentation as required by RPOSD.
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6 Article 9: Deed Restriction
Grantee shall cause to be recorded on the title of any real property acquired and/or developed with funds from the Measure, a deed restriction requiring compliance with the Measure A resolution, in perpetuity consistent with the applicable provisions in the GAM.
Article 10: Funding Acknowledgement
Grantee is required to acknowledge RPOSD’s financial assistance for each project that has been awarded funding consistent with the conditions set forth in the GAM, which may include, without limitation: (1) printed and promotional materials, (2) social media, and (3) project signage.
Article 11: Severability
If any provision of this Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of the Agreement and shall not cause the remainder to be invalid or unenforceable.
Article 12: Change of Use/Disposal
To use the property only for the purposes of Measure A and to make no other use, sale, or disposition of the property, except as described in Paragraph (A). (A) If the use of the property acquired through grants pursuant to this resolution is changed to one other than a use permitted under the category from which the funds were provided, or the property is sold or otherwise disposed of, an amount equal to the (1) amount of the grant, (2) the fair market value of the real property, or (3) the proceeds from the portion of such property acquired, developed, improved, rehabilitated or restored with the grant, whichever is greater, shall be used by the recipient for a purpose authorized in that category or shall be reimbursed to the Parks Fund and shall be available for a use authorized in that category.
If the property sold or otherwise disposed of is less than the entire interest in the property originally acquired, developed, improved, rehabilitated or restored with the grant, an amount equal to the proceeds or the fair market value of the property interest sold or otherwise disposed of, whichever is greater, shall be used by the Grantee for a purpose authorized in that category or shall be reimbursed to the Parks Fund and be available for a use authorized in that category. Nothing in this Section shall limit a Public Agency from transferring property acquired pursuant to this order to the National Park Service or the State Park System, with or without consideration. 284
7 In either instance, Grantee must provide documentation to RPOSD detailing the benefits that the disposal or partial disposal of property will provide to the residents of Los Angeles County, consistent with Measure A.
Article 13: Community Outreach and Engagement
Grantee must conduct community outreach and engagement that meet the minimum requirements, as defined in the GAM, with the intent to ensure that communities throughout Los Angeles County are aware of and can help determine spending priorities for their projects, and to facilitate a transparent process by which agencies report use of Measure A funds.
Article 14: Indemnification and Hold Harmless
Grantee shall indemnify, defend and hold RPOSD, its officers, and employees harmless from and against any and all liability to any third party for or from loss, damage or injury to persons or property in any manner arising out of, or incident to, the performance of this Contract or the planning, arranging, implementing, sponsoring or conducting of the Project or any other operation, or activity by the Grantee; and from all costs and expenses, including attorney’s fees, in any action or liability arising under this Contract or the planning, arranging, implementing, sponsoring or conducting of the Project or any other operation, or activity by the Grantee. RPOSD shall have no liability for any debts, liabilities, deficits, or cost overruns of the Grantee. Grantee and RPOSD agree that the liability of the RPOSD hereunder shall be limited to the payment of the grant monies pursuant to the terms and conditions of this Agreement and the GAM. Any contracts entered into, or other obligations or liabilities incurred by, Grantee in connection with the Project or otherwise relating to this Agreement shall be the sole responsibility of Grantee, and RPOSD shall have no obligation or liability whatsoever thereunder or with respect thereto.
Article 15: Performance and Development
A. Grantee agrees to promptly submit any reports or documentation that RPOSD may request.
B. If the project described in the approved NTP includes development, Grantee shall ensure that projects adhere to environmental and sustainability efforts consistent with the Safe, Clean Neighborhood Parks, Healthy Communities and Urban Greening Program; Natural Lands, Open Spaces and Local Beaches, Water Conservation and Watershed Protection Program; Regional Recreation Facilities, Multi-Use Trails and Accessibility Program. Examples including but are not limited to: sustainability, costsaving energy efficiency, weatherization, stormwater capture, water efficiency, including irrigation efficiency, use of reclaimed water or stormwater, and use of climate and site appropriate native California tree and plant materials. 285
8 C. If the project described in the approved NTP includes acquisition of real property, Grantee agrees to furnish RPOSD with evidence of title, such as preliminary title reports. RPOSD, at its sole discretion, shall determine whether the evidence is acceptable under this Agreement. Grantee agrees in negotiated purchases to correct, prior to or at the close of escrow, any defects of title that in the opinion of RPOSD might interfere with the operation of the Project. In condemnation actions, such title defects must be eliminated by the final judgment.
Article 16: Amendments
As provided herein, no amendment (including without limitation, deletions) of any of the terms or conditions of the Agreement will be effective unless provided in writing signed by all parties. It is the responsibility of Grantee to ensure that any person who signs an amendment on its behalf is duly authorized to do so.
Article 17: Compliance with Laws
Grantee shall at all times comply with all applicable federal, state and local laws, statutes, rules, regulations, ordinances, directives, guidelines, and policies and procedures.
Article 18: Governing Law, Jurisdiction, and Venue
This Agreement will be governed by, and construed in accordance with, the laws of the State of California. Grantee agrees and consents to the exclusive jurisdiction of the courts of the State of California for all purposes regarding this Agreement and further agrees and consents that venue of any action brought hereunder will be exclusively in the County of Los Angeles.
Article 19: Notices
All notices permitted or required to be given under this Agreement shall be in writing by mail with an email copy to [email protected].
Article 20: Audits, Accounting, Records
A. Grantee agrees to maintain accurate and complete financial records of its activities and operations relating to this Agreement and for each executed NTP in accordance with generally accepted accounting principles.
B. Grantee also agrees to retain such financial accounts, documents and records for a minimum of five (5) years following completion of each project.
C. Grantee and RPOSD agree that during regular office hours, RPOSD or its duly authorized representatives shall have the right to inspect and make copies of any books, records or reports of the other party pertaining to this Agreement or matters 286
9 related thereto. Grantee agrees to maintain, and make available for RPOSD inspection, accurate records of all its costs, reimbursements and receipts with respect to its activities under this Agreement.
At any time during the term of this Agreement or at any time within five years after termination of this Agreement, authorized representatives of RPOSD may conduct an audit of Grantee for the purpose of verifying appropriateness and validity of expenditures that Grantee has submitted to RPOSD for reimbursement under the terms of this Agreement.
D. Grantee, within thirty (30) days of notification that an audit has resulted in the exception of expenditures, may dispute the audit findings in writing to RPOSD and provide RPOSD with records and/or documentation to support the expenditure claims.
RPOSD shall review this documentation and make a final determination as to the validity of the expenditures.
E. If Grantee has received all grant monies prior to the audit, or if remaining grant monies are insufficient, and if said audit reveals expenditures that cannot be verified or that were paid in violation of the terms of this Agreement, Measure A or the GAM, Grantee shall pay RPOSD an amount equal to these expenditures within sixty (60) days after receiving written notification of the expenditures disallowed and the reason for the disallowance.
Article 21: Computer Software
Grantee certifies that it has instituted and will employ systems and controls appropriate to ensure that, in the performance of this Agreement, RPOSD funds will not be used for the acquisition, operation or maintenance of computer software in violation of copyright laws.
Article 22: Nondiscrimination
Grantee shall not discriminate against any person on the basis of race, color, sex, sexual orientation, age, religious belief, national origin, marital status, physical or mental handicap, medical condition, or place of residence in the use of any property or facility acquired or developed pursuant to this Agreement.
Article 23: Independent Capacity
This Agreement is by and between RPOSD and Grantee and is not intended to create the relationship of agent, servant, employee, partnership, joint venture, or association, as between RPOSD and Grantee. The employees and agents of one party must not be, or be construed to be, the employees or agents of the other party for any purpose whatsoever.
Article 24: Assignment
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10 Grantee shall not assign, exchange, transfer, or delegate its rights or duties under this Agreement, whether in whole or in part, without the prior written consent of RPOSD, in its discretion.
Article 25: Good Standing
Good Standing is required of Grantees to receive any grant funds and processing of claims from RPOSD.
Article 26: Timeliness
Time is of the essence in this Agreement.
Article 27: Publicity of Project Information
Grantee shall give RPOSD the right and opportunity to use information gained from a project described in the approved NTP.
A. Grantee agrees to utilize best efforts to provide a minimum of 30 days’ notice of the project grand openings, inauguration, dedications, significance, and completion to RPOSD staff and to the County Supervisor’s Office in which the project described in a work plan is located, as well as to other appropriate public officials.
B. Grantee shall provide quality digital photographs of the pre-construction site and completed project described in the work plan to RPOSD. If unable to provide digital photographs (collectively, “Photographs”) then Grantee shall provide quality printed Photographs of the completed project described in the work plan.
Article 28: Authorization Warranty
Grantee represents and warrants that the person executing this Agreement on behalf of Grantee is an authorized agent who has actual authority to bind Grantee to each and every term, and condition, and obligation of this Agreement and that all requirements of the Grantee have been fulfilled to provide such actual authority.
Article 29: Conflict of Interest
A. No RPOSD employee whose position with RPOSD enables such employee to influence the award of this Agreement or any subsequent NTP, and no spouse or economic 288
11 dependent of such employee, shall be employed in any capacity by Grantee or have any other direct or indirect financial interest in this Agreement. No officer or employee of Grantee who may financially benefit from the performance of work hereunder shall in any way participate in RPOSD's approval, or ongoing evaluation, of such work, or in any way attempt to unlawfully influence RPOSD's approval or ongoing evaluation of such work.
B. Grantee shall comply with all conflict of interest laws, ordinances, and regulations now in effect, or hereafter to be enacted, during the term of this Agreement. Grantee warrants that it is not now aware of any facts that create a conflict of interest. If Grantee hereafter becomes aware of any facts that might reasonably be expected to create a conflict of interest, it shall immediately make full written disclosure of such facts to RPOSD. Full written disclosure shall include, but is not limited to, identification of all persons implicated and a complete description of all relevant circumstances.
Failure to comply with the provisions of this Article 30 shall be a material breach of this Agreement.
Article 30: Validity
If any provision of this Agreement or the application thereof to any person or circumstance is held invalid, the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected thereby.
Article 31: Waiver
No waiver by RPOSD of any breach of any provision of this Agreement shall constitute a waiver of any other breach or of such provision. Failure of RPOSD to enforce at any time, or from time to time, any provision of this Agreement shall not be construed as a waiver thereof. The rights and remedies set forth in this Article shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Agreement.
Article 32: Long Term Obligations
A. With the written consent of RPOSD, Grantee may transfer property acquired with funds granted under this Agreement to another public agency; to a nonprofit organization authorized to acquire real property for park, wildlife, recreation, community, open space, or gang prevention and intervention purposes; or to the California Department of Parks and Recreation, National Park Service, or the US Forest Service, at de minimis cost, provided that approval by RPOSD is obtained prior to the change and any such successor to the recipient assumes the obligations imposed under the Measure and to accept assignment of this Agreement. Under these conditions, Grantee shall not be required to reimburse RPOSD. Any such transfer must require the nonprofit or public entity acquiring the property to enter into a written contract with RPOSD and agree to comply with the terms of Measure A and this Agreement. 289
12 B. Grantee agrees to provide for reasonable public access to lands acquired in fee with grant monies, including the provision of parking and public restrooms, except when that access may interfere with resource protection.
C. All facilities shall be open to members of the public generally, as noted in the GAM.
Grantee agrees that property and facilities acquired or developed with Measure A funds as per this Agreement shall be available for inspection upon RPOSD’s request, in perpetuity.
D. Grantee agrees to maintain and operate in perpetuity the property acquired, developed, rehabilitated or restored with grant monies, subject to the provisions of Measure A and this Agreement.
E. Grantee agrees to take all reasonable measures to actively oppose, at its sole expense, any proposal or attempt to act upon, exercise, or assert claims as to reserved rights to the grant funded property that are contrary to the purposes of Measure A, GAM and/ or this Agreement, including but not limited to oil, gas, and other hydrocarbon substances; minerals; water; and/or riparian resources. The above notwithstanding, Grantee has no obligation hereunder to initiate litigation challenging any project or proposal based on a reserved right lawfully recorded against the grant funded property in real property records maintained by the Los Angeles County Recorder’s Office.
Article 33: Breach
A. Grantee agrees that compliance with the terms of this Agreement will have significant benefits to Los Angeles County and its constituents. Because such benefits exceed the amount of funds furnished under these provisions, Grantee agrees that any breach would result in incalculable loss, and therefore, any payment by the Grantee to RPOSD of an amount equal to the amount of the funds would be inadequate compensation.
In the event that Grantee breaches any of the terms, covenants, representations, or conditions of this Agreement, RPOSD may elect to enforce any and all remedies available at law or in equity, including without limitation, any of the following:
1. Prior to reimbursement of funds:
a. Withdrawal of an approved NTP;
2. After payment (partial or full) of a specific project approved through an NTP:
a. Seek specific performance of Grantee’s obligations under this Agreement; b. Receive reimbursement of grant funds awarded under the NTP.
B. If RPOSD brings an action to enforce the terms of this Agreement, Grantee shall be responsible to pay RPOSD’s attorney’s fees and costs, including expert witness costs, if RPOSD prevails in said action.
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13 C. The foregoing remedies are cumulative and may be exercised independently or in combination and are not exclusive to one another or to any other remedies available at law or in equity. In the event RPOSD must pursue any remedy hereunder and is the substantially prevailing party, RPOSD shall be awarded its costs and reasonable legal fees, including costs of collection.
Article 34: NTP Termination
RPOSD may withdraw, in whole or in part, an NTP and/or terminate this Agreement, and/or seek a refund of payments already made if RPOSD determines in its discretion that:
1. Facts have arisen, or situations have occurred, that fundamentally alter the expectations of the parties or make the purposes for an NTP or grant funds approved as contemplated infeasible or impractical;
2. Any material modifications in the scope or nature of a project have occurred from that which was presented in the NTP and such material modifications have not received the prior written approval of RPOSD;
3. Any statement or representation made by Grantee in the NTP, the grant status update report, and back up documents, or is otherwise untrue, inaccurate or incomplete in any material respect;
4. The results of RPOSD’s review of the grant status update report are not acceptable to RPOSD;
5. The project described in the NTP will not or cannot be completed by the NTP Performance Period or any extensions granted thereto or delays in the implementation of the project have occurred which, in RPOSD’s judgment, make the project impracticable;
6. Title to or encumbrances against the property are or become such that the Grantee is unable to complete the project described in the NTP and/or the property becomes unavailable for public use.
Article 35: Regulatory Requirements
A. Grantee will not enter into any contract, agreement, lease or similar arrangement, or agree to any amendment or modification to an existing contract, agreement, lease or similar arrangement, that in RPOSD’s opinion, violates federal regulations restricting the use of funds from tax-exempt bonds. Any proposed operating contracts, leases, concession contracts, management contracts or similar arrangements with nongovernmental entities that restrict the public use of the project site for (30) thirty consecutive days or more, must be reviewed by RPOSD prior to awarding as they relate to the project or project site in perpetuity. Any such contracts in existence must be disclosed prior to construction.
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14 B. Grantee (or its representative) shall comply as lead agency with the California Environmental Quality Act (CEQA), Public Resources Code, Section 21000, et. seq.
CEQA documents must be recorded with and stamped by the Los Angeles County Registrar Recorder.
Grantee shall add RPOSD to the notification list for CEQA requirements as stated in the GAM.
C. Grantee and RPOSD will conform to the requirements of Government Code Section 7920.000, et seq. in making all documents relating to this Agreement, the grant obtained and all other related matters available for public review during regular business hours. If an NTP involves acquisition of property, however, both RPOSD and Grantee may withhold from public review any and all documents exempted under Section 7928.705, prior to completion of said acquisition.
D. If RPOSD is required to defend an action on a Public Records Act request for any of the contents of a Grantee’s submission under the terms and conditions of the Agreement, Grantee agrees to defend and indemnify RPOSD from all costs and expenses, including attorneys’ fees, in any action or liability arising under, or related to, the Public Records Act.
E. In order to maintain the exclusion from gross income for federal income tax purposes of the interest on any bonds, notes or other evidences of indebtedness issued for the purpose of providing the grant monies made available in this Agreement, Grantee covenants to comply with each applicable requirement of Section 103 and Sections 141 through 150, inclusive, of the Internal Revenue Code of 1986, as amended. In furtherance of the foregoing covenant, Grantee hereby agrees that it will not, without the prior written consent of RPOSD, (a) permit the use of any portion of the project(s) by any private person or entity, other than on such terms as may apply to the public generally; or (b) enter into any contract for the management or operation of the project or any portion thereof, except with a governmental agency or a nonprofit corporation that is exempt from federal income taxation pursuant to Section 501(c)(3) of the Internal Revenue Code.
F. Grantee and each County lobbyist or County lobbying firm, as defined in Los Angeles County Code Section 2.160.010, retained by the Grantee, shall fully comply with the County Lobbyist Ordinance, Los Angeles County Code Chapter 2.160. Failure on the part of Grantee or any County lobbyist or County lobbying firm to fully comply with the County Lobbyist Ordinance shall constitute a material breach of this Agreement, upon which RPOSD may terminate or suspend this Agreement.
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15 IN WITNESS WHEREOF, Grantee and RPOSD have caused this Agreement to be executed by their duly authorized representatives as of the latter day, month and year written below.
GRANTEE:
By: ________________________________
Signature of Authorized Representative
Name: ______________________________
Title: _______________________________
Date: _______________________________
LOS ANGELES COUNTY REGIONAL PARK
AND OPEN SPACE DISTRICT:
By: ______________________________
Director / Administrator
Date: ____________________________
Agreement No. A66
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ATTACHMENT A
1 Date
Grantee Information
NOTICE TO PROCEED
REGIONAL PARK AND OPEN SPACE DISTRICT (RPOSD)
AGREEMENT NO. (ENTER NUMBER)
NTP NO. (ENTER NUMBER)
STUDY AREA NO. (ENTER NUMBER)
(ENTER NAME OF ANNUAL ALLOCATIONS PROJECT)
This Notice to Proceed (“NTP”), a subordinate agreement executed wholly within and subject to the provisions of Agreement No. _________(Enter Number), dated (Enter Date) ("Agreement”), confirms approval of your Annual Allocations Project, as described in your Work Plan dated (Enter Date), for the project described as (Enter Project) (“Project”).
1. Scope of Work
2. NTP Performance Period
This Project shall be completed by the NTP Performance Period (Enter Date).
3. Grant Amount
The total maximum amount RPOSD will reimburse Grantee for this Project is (Enter Amount), including related reimbursable expenses as specified. Any items where cost estimates exceed the approved budget, require prior written authorization from RPOSD.
4. Reimbursement
a. Grantee must complete all required deliverables identified in the attached Work Plan.
b. The total reimbursement from RPOSD for all deliverables may not exceed Grant Amount, identified in the Grant Amount.
c. Ensure NTP NO. (Enter Number) appears on invoices submitted to RPOSD for purposes of reimbursement.
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ATTACHMENT A
2 All terms of the Agreement which authorize this NTP, will remain in full force and effect. The terms of the Agreement will govern and take precedence over any conflicting terms or conditions in this NTP. This NTP must be in compliance with the terms and conditions of the Agreement to be valid or binding.
At Grantee’s written request, this NTP may be amended subject to RPOSD’s sole discretion and prior approval. Amendments are to be limited to modifications of the Performance Period, Scope of Work, or Grant Amount.
APPROVED BY:
_______________________________
RPOSD Representative
Date: ____________________________
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Agenda Item No.: 13.G
Mtg. Date: 03/24/2025
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: CHRISTIAN HORVATH, CITY CLERK / EXECUTIVE ASSISTANT TO
CITY MANAGER
THRU: KARINA BAÑALES, CITY MANAGER
SUBJECT: APPROVE A LETTER OF SUPPORT FOR ROLLING HILLS ESTATE'S'
GEORGE F CANYON NATURE CENTER PROJECT
DATE: March 24, 2025
BACKGROUND:
On November 23, 2020, The City Council unanimously approved Resolution No. 1263 accepting the Prop 68 Per Capita Program Grant Fund allocation in the amount of $177,952 and Resolution No 1265 transferring the $177,952 to Rolling Hills Estates to help fund the redesign of the George F. Canyon Nature Center. (Attachments B-D) DISCUSSION:
As a result of the City's previous support and donation, the City of Rolling Hills Estates is requesting an updated letter of support for the George F Canyon Nature Center Project. The letter will be used for potentially soliciting large donors towards the project and /or in pursuit of project eligible grants. Attachment A is a templated sample the Mayor can sign or the Council can modify if so desired.
FISCAL IMPACT:
None.
RECOMMENDATION:
Approve as presented or provide direction.
ATTACHMENTS:
CL_AGN_250324_LetterOfSupport_RHE_NatureCenterProject_D.pdf CL_AGN_201123_CC_Agenda_Item8C.pdf
ResolutionNo1263-Approving_Application_for_Per_Capita_Grant_Program_Funds.pdf ResolutionNo1265-Transfer_of_Per_Capita_Grant_Program_Funds.pdf 296
March 24, 2025
Mr. Greg Grammer, City Manager
City of Rolling Hills Estates
4045 Palos Verdes Drive North
Rolling Hills Estates, CA 90274
RE: LETTER OF SUPPORT FOR THE NEW NATURE CENTER PROJECT AT GEORGE F CANYON Dear Mr. Grammer,
As Mayor for the City of Rolling Hills, I am pleased to express our enthusiastic support for the proposed new Nature Center at George F Canyon. We look forward to a new Nature Center that the entire Palos Verdes Peninsula, surrounding communities, and visitors can enjoy.
The current Nature Center has been a treasure to our community as it provides a variety of activities and programs to ensure visitors of all ages can learn and connect with nature. The Nature Center serves everyone on the Palos Verdes Peninsula and surrounding communities, providing interactive exhibits so visitors can learn about local native plants, animals, and natural history of the canyon, while also housing small live animal exhibits to provide an up-close view of some of the local wildlife. The Nature Center also hosts a variety of educational opportunities and programs including naturalist guided hikes, third grade educational programs, bird walks, family nature time and scout programs through its partner the Palos Verdes Peninsula Land Conservancy.
A new and improved Nature Center would be a state-of-the-art facility offering larger classroom space, and outdoor nature deck area to provide enhanced opportunities to further encourage the love of our natural habit. We look forward to seeing this project funded.
Sincerely,
Jeff Pieper
Mayor
City of Rolling Hills
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Agenda Item No.: 8.C
Mtg. Date: 11/23/2020
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: ALAN PALERMO, PROJECT MANAGER
THRU: ELAINE JENG P.E., CITY MANAGER
SUBJECT: CONSIDER AND APPROVE RESOLUTION NO. 1263 TO ACCEPT
STATE DEPARTMENT OF PARKS AND RECREATION PER CAPITA
PROGRAM GRANT ALLOCATION IN THE AMOUNT OF $177,952
FROM THE OFFICE OF GRANTS AND LOCAL SERVICES (OGALS);
AND CONSIDER TRANSFER STATE DEPARTMENT OF PARKS AND
RECREATION PER CAPITA PROGRAM GRANT ALLOCATION OF
$177,952 TO ROLLING HILLS ESTATES FOR IMPROVEMENTS TO
THE GEORGE F. CANYON NATURE CENTER AND APPROVE
RESOLUTION NO. 1265 TO TRANSFER THE PER CAPITA GRANT
FUND ALLOCATION.
DATE: November 23, 2020
BACKGROUND:
City Council approval is requested for the City of Rolling Hills to approve a resolution to accept grant funding for the “Per Capita Program” from the Office of Grants and Local Services (OGALS), State Department of Parks and Recreation. The City was awarded a grant fund allocation in the amount of $177,952 from the "Per Capita Program" and is required to approve a resolution accepting these grant funds.
At the September 28, 2020 City Council meeting, the requirements listed in the resolution to accept the funds would be resource intensive and the Council concluded that the requirements cannot be met. The City Council directed staff to explore the following:
1. Can the funds be sold to another agency as with the Los Angeles County Proposition A allocation for transit programs?
2. Can the funds be used fire fuel abatement in the Nature Preserve? The Prop 68 Per Capita grant funds cannot be sold to another agency but can be transferred to another agency. Per Capita funds can only be used for capital improvement. Maintenance and projects relating to maintenance of past projects or facilities is not eligible. Fire fuel abatement is considered 298
maintenance, not capital improvement therefore ineligible for Per Capita program funds.
At the September 28, 2020 meeting, staff presented an eligible project on the Peninsula for the Prop 68 Per Capita funding: redesign of the George F. Canyon Nature Center in the City of Rolling Hills Estates. In August 2020, Rolling Hills Estates inquired about Rolling Hills' Per Capita program allocation and requested the allocation to be transferred to support capital improvements to the George F. Canyon Nature Center.
Upon approval of the resolution to accept the grant funds, the City Council is requested to approve a resolution to transfer the City of Rolling Hills Per Capita Grant Fund allocation of $177,952 to Rolling Hills Estates.
DISCUSSION:
The grant funds must be used for eligible projects / project costs outlined in the Procedural Guide for the California Drought, Water, Parks, Climate, Coastal Protection, and Outdoor Access for All Act of 2018 PER CAPITA PROGRAM June 2020. The City is required to submit an application packet for projects and project costs the City proposes to use these grants funds for must to OGALS for approval.
Grant funds for eligible projects must be in addition to existing funding. Eligible projects using the grant funds must be completed and open to the public by June 30, 2024. All or part of the grants fund allocation can be transferred to an eligible City upon passing a resolution authorizing the transfer.
The City of Rolling Hills proposes to accept the Per Capita Program as stipulated in the Per Capita Program Procedural Guide and stated in Resolution No. 1263. Conferring with OGALS and with the City Attorney, since the City of Rolling Hills will be transferring their Per Capita Program Grants funds to Rolling Hills Estates, the requirements to accept these funds will also transfer to Rolling Hills Estates, i.e., Rolling Hills Estates must certify they will meet the requirements of the program.
FISCAL IMPACT:
Passing a resolution to accepting the Per Capita Program Grant Fund allocation and subsequently passing a resolution to transfer the Per Capita Program Grant Fund allocation to an eligible city will not have any fiscal impact on the City.
RECOMMENDATION:
Staff recommends that the City Council approve Resolution No. 1263 accepting the Per Capita Program Grant Fund allocation in the amount of $177,952; and recommends that the City Council approve Resolution No. 1265 transferring the Per Capita Program Grant Fund allocation in the amount of $177,952 to Rolling Hills Estates.
ATTACHMENTS:
Staff_Report_2020-09-28_8A.pdf
Resolution_1265_RE_Transfer_of_Per_Capita_Grant_Program_Funds-c1-c1_2020-11-20-1.doc Resolution_1263_RE_Approving_Application_for_Per_Capita_Grant_Program_Funds-c1-c1_2020-11-
20.docx
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Agenda Item No.: 13.H
Mtg. Date: 03/24/2025
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: KARINA BAÑALES, CITY MANAGER
THRU: KARINA BAÑALES, CITY MANAGER
SUBJECT:
APPROVE A LETTER OF SUPPORT FOR FEDERAL EARMARK
REQUESTS BY THE CITY OF RANCHO PALOS VERDES FOR A
REGIONAL EMERGENCY OPERATIONS CENTER AND MAINTENANCE
OF DEEP DEWATERING WELLS IN THE PORTUGUESE BEND
LANDSLIDE AREA
DATE: March 24, 2025
BACKGROUND:
On March 20, 2025, the City of Rancho Palos Verdes (RPV) requested that the City of Rolling Hills consider signing a letter of support for federal earmark funding requests being submitted by RPV. These funding requests are for two critical projects that have regional significance:
1. Development of a Regional Emergency Operations Center (EOC) at the Ken Dyda Civic Center.
2. Ongoing Operation and Maintenance of Deep Dewatering Wells in the Portuguese Bend Landslide area.
RPV is reaching out to its neighboring jurisdictions on the Palos Verdes Peninsula, including the City of Rolling Hills, to seek support for these initiatives. The deadline to submit a signed support letter to RPV is Thursday, March 27, 2025.
The final draft of the support letter, prepared by RPV, will be provided to the City Council as a Blue Folder item for review.
DISCUSSION:
Regional Emergency Operations Center (EOC):
The proposed EOC will serve the entire Palos Verdes Peninsula and will act as the central coordination hub during major emergencies or multi-city incidents. The facility is intended to 306
support not only RPV but also its neighboring cities, including Rolling Hills, Rolling Hills Estates, and Palos Verdes Estates. Given the lack of a dedicated EOC facility for regional emergencies on the Peninsula, this project is a critical step toward improving preparedness and response capabilities for all jurisdictions.
More information regarding the EOC will be presented at a future date.
Portuguese Bend Dewatering Wells:
RPV is also seeking federal funding to continue operation and maintenance of deep dewatering wells in the Portuguese Bend Landslide area. These wells are vital for controlling land movement and preserving the structural integrity of Palos Verdes Drive South, a major regional transportation corridor. Support for this request benefits the entire region, as Palos Verdes Drive South is a key route for residents, emergency vehicles, and regional traffic.
Maintaining its usability directly impacts the safety and mobility of the broader Peninsula community.
FISCAL IMPACT:
None.
RECOMMENDATION:
Staff recommends that the City Council authorize the Mayor to sign a letter of support for Rancho Palos Verdes’ federal earmark requests, emphasizing the regional benefits of the proposed Emergency Operations Center and the maintenance of the Portuguese Bend dewatering wells.
ATTACHMENTS:
CL_AGN_250324_CC_LetterOfSupport_RPV_EOC_Earmarks.pdf
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March 28, 2025
The Honorable Adam Schiff The Honorable Alex Padilla
United States Senate United States Senate
331 Hart Senate Office Building #112 255 E. Temple St., Suite 1860 Washington, DC 20510 Los Angeles, CA 90012
RE: Support for the City of Rancho Palos Verdes’s FY26 Congressionally Directed Spending (CDS) Request
Dear Senators Schiff and Padilla:
As elected representatives of the Palos Verdes Peninsula cities Palos Verdes Estates, Rolling Hills, and Rolling Hills Estates, we would like to offer our unified support to the City of Rancho Palos Verdes in its application for Congressionally Directed Spending funds for the implementation of two hazard mitigation projects, the $7,000,000 Civic Center Master Plan Project, and the $6,000,000 Deep Dewatering Wells Project. These projects seek to provide long-term solutions to ongoing hazards threatening our communities and will significantly bolster the Peninsula’s emergency response capabilities.
At the present time, there is no dedicated and fully equipped emergency operations center (EOC) located within the local region. While our cities have several “warm” and “cool” EOCs, these facilities are only partially or not readily set up for a crisis. The new EOC located at Rancho Palos Verdes’ Civic Center will host a number of emergency response features including the 4,000-square foot EOC building, emergency supplies storage and staging area, evacuation infrastructure, an operations command center, and the existing helopod and helipad. These features will be vital for mutual aid assistance during emergencies and provide a versatile staging ground for our communities’ firefighting, law enforcement, Park Rangers, and other first responder agencies.
The Deep Dewatering Wells Project seeks to address the ongoing landslide crisis by draining the existing groundwater and following up with preventative measures such as canyon lining and fissure filling. The accelerated land movement, which reached as much as 1 foot per week in some areas following two heavy rainy seasons, has caused millions of dollars in damage to infrastructure, including Palos Verdes Drive South, and has additionally resulted in the closure of several miles of recreational trails enjoyed by all of our cities’ residents. This major roadway is the primary connector between the Peninsula and the City of Los Angeles and an important evacuation route for residents in the event 308
Senators Schiff and Padilla
March 28, 2025
of a major fire. Severe damage to Palos Verdes Drive South would result in a 15-mile detour, impacting the safety of Peninsula residents.
In the interest of investing in our communities’ safety and emergency response preparedness, we would be delighted to see these projects advance. We thank you for your consideration of Rancho Palos Verdes’ projects and hope to hear of their successful funding.
Sincerely,
Victoria A. Lozzi
Mayor, Palos Verdes Estates
Jeff Pieper
Mayor, Rolling Hills
Debby Stegura
Mayor, Rolling Hills Estates
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Agenda Item No.: 15.A
Mtg. Date: 03/24/2025
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: CHRISTIAN HORVATH, CITY CLERK / EXECUTIVE ASSISTANT TO
CITY MANAGER
THRU: KARINA BAÑALES, CITY MANAGER
SUBJECT: UPDATE ON THE CITY HALL ADA IMPROVEMENT PROJECT AND
REQUEST FOR DIRECTION
DATE: March 24, 2025
BACKGROUND:
On May 31, 2023, the City Hall ADA Improvement project plans were re-submitted to Los Angeles County Building & Safety (LACBS) after addressing initial plan review comments. The expectation was that reviews and approvals by LACBS would be completed in July 2023 and ready to solicit construction bids in late summer.
On June 26, 2023, staff presented an update on the status of the City Hall ADA Improvement project to the City Council. Due to a backlog at LACBS, as well as coordination with other County departments requiring project review, the plan check continued through November 2023.
On November 9, 2023, the City received notification from Pacific Architecture and Engineering (PAE) that LACBS had returned plan review comments requesting ADA upgrades/grading in the parking lot and path of travel to the sidewalk at Palos Verdes Drive North, additional structural details, and some other minor comments. PAE also informed staff that the Los Angeles County Health and Fire Departments required payment of fees for their portion of the plan check before documents could be finalized. While LACBS can waive review fees for public projects, the other departments cannot.
PAE notified the City that the plan review comments required additional design work outside the existing project scope; therefore, additional budget is required to complete the improvement plans for this project. Staff requested and received a comprehensive itemized cost to complete the additional service requests covering plan completion through LACBS approval. This additional service request is attached.
On January 9, 2024, City Staff met with PAE to discuss the additional costs addressing LACBS comments. The City also contacted LACBS to discuss several plan review comments 310
and determine if any of the requested ADA improvements would be required for the City Hall Improvement project or could be waived/deferred.
At the January 22, 2024, City Council meeting, City Staff updated the Council on the project and presented a list of eight additions to the scope from PAE. Based on internal discussion as well as information provided by LACBS staff, the recommendation included removing three of the proposed scope changes. Two of these were specific to the preparation of the ADA Parking layout ($3,000) and preparation of the path of travel ($4,000) per plan check comments. The City Council voted 4/1, with Councilmember Black dissenting, to approve five additions to the scope of work at a not-to-exceed amount of $11,500.
At the February 12, 2024, City Council meeting, the Council voted 4/1, with Councilmember Black dissenting, to approve Resolution No. 1356 authorizing a budget modification for the $11,500.
On October 28, 2024, the City Council, on a 3/2 vote with Councilmembers Black and Wilson dissenting, approved the 5th Amendment to PAE's agreement and an additional $4,000 via a budget amendment to cover costs associated with LA County Building and Safety's plan check review.
In November and December 2024, City staff went back and forth with the Rolling Hills Community Association's Architectural Committee regarding their desire to change the already approved plans by the City Council. Staff worked with Mayor Pieper and attempted to provide options to gain the Committee's approval. The Committee ultimately felt that "maintaining the exterior of the building as-is was the best option, as the exterior massing is balanced as currently built. The Committee noted that the City Hall building is the first impression many people get of the City and Should be an example of the architectural standards of Rolling Hills."
DISCUSSION:
Subsequent to the Architectural Committee's decision and discussions with Mayor Pieper, in early January 2025, staff began working on proposed changes to the plans being requested as follows:
Eliminate the front lobby expansion and maintain the existing building facade Place the public ADA All Gender Restroom in the vault, use what space is needed.
Remainder space can be used for office storage. Include door from outside building for this restroom (south side of building) and ADA path of travel to this restroom. Keep indoor door as noted from work room
Keep door from City Council Chambers through new coffee room if feasible Keep door from office/workspaces to Vault if needed to access storage space Staff requested that PAE provide a proposal for modifying the plans to incorporate the above changes. On January 31, 2025, PAE submitted its proposal (attached) in the amount of $53,035.
Staff also contacted the CJPIA and held a meeting with Disability Access Consultants who provide the Authority and their cities with guidance on ADA projects. The biggest takeaway from the consultants was that the path of travel accessibility from the parking space and corner of Portuguese Bend Road / Palos Verdes Drive North to City Hall would also need to be addressed and should be handled prior to any proposed work on the building. 311
In recent weeks, staff has determined that there are three options facing the City as it relates to this project:
1. While appreciating the input from the RHCA Architectural Committee, defer to LA County Building and Safety to complete the plan check review that began in 2024.
2. Modify the existing plans and draft a 6th Amendment to PAE's contract for the work based on the Architectural Committee decision.
3. Upon completion of the plan check, close out the project and transition to a phased approach in which staff addresses smaller ADA issues within the building over time.
Staff seeks input from the City Council and requests direction on how to proceed.
FISCAL IMPACT:
Total Cost for PAE through the 5th Amendment currently is a not-to-exceed amount of $211,723.01.
NOTE:
This not-to-exceed total includes services outside the design scope of the City Hall ADA Improvement Project. The not-to-exceed total includes:
$4,096.43 (part of Amendment No. 1) was for the evaluation of the existing emergency generator and providing recommendations
$58,897.01 (Amendment No. 2) was for a Solar Power System, of which only $28,286.63 of this budget was used before the project was put on hold as the City evaluated other options
$20,293 of the $96,485 budget (Amendment No. 3) remains unused/allocated for bid phase support and Construction Administration support.
RECOMMENDATION:
Receive and file. Provide direction to staff.
ATTACHMENTS:
PW_CHC_250131_PAE_VaultRestroom_rev_Proposal.pdf
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Pacific Architecture and Engineering, Inc.
1137 Second St, Suite 214
Santa Monica, CA 90403
(310)424-9658
January 31, 2025
Subject: Proposal for for Rolling Hills ADA Improvement for relocation of restroom_ Additional Services
Pacific Architecture and Engineering, Inc., is pleased to submit this proposal for engineering services for improvements for the ADA improvements at City Hall. Our understanding of the scope of work is described below.
Scope of Work:
Eliminate the front lobby expansion and maintain the existing building façade -remove civil improvements from drawings
-remove lighting improvements
-remove all structural improvements from lobby area
-remove mechanical improvements from lobby area
-new Title 24 documents
-remove architectural improvements from lobby expansion -remove demolition notes for expansion area
-revise scope of work
Place the public ADA All Gender Restroom in the vault use what space is needed. Remainder space can be used for office storage. Include door from outside building for this restroom (south side of building) and ADA path of travel to this restroom. Keep indoor door as noted from work room -exhaust restroom
-hvac to restroom
-new Title 24 documents
-structural analysis assumes no structural improvements -create storage room
-electrical for storage
-ventilation for storage
-relocate required water fountain to new path area
-revise utility plan to include water for relocated water fountain -add new ADA path to restroom door
-revise grading sheet for ADA path
-revise utility plan to include water sewer for new restroom -revise roof plan for vent stack relocation
-revise code required calculations for occupancy
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-revise code required calculations for plumbing fixture count -paving plan update
Keep door from City Council Chambers through new coffee room if feasible -add demolition around door to create ADA door
-new door to door schedule
-new signage as required by ADA code
-transition detail as required by ADA code
Keep door from office/work spaces to Vault if needed to access storage space Amendment Fee Hourly not to exceed
$53,035
We appreciate the opportunity to offer this proposal. If you have any questions please contact me for any further information you may need at (310)405-3878 or [email protected] Sincerely,
Jun Fujita Hall, AIA, LEED AP BD & C, Lic#C 30954
Principal Project Manager, Pacific Architecture and Engineering, Inc. 310-405-3878
[email protected]
Required note: Architects are licensed and regulated by the California Architects Board located at 2420 Del Paso Road, Suite 105, Sacramento, CA 95834
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Agenda Item No.: 15.B
Mtg. Date: 03/24/2025
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: CHRISTIAN HORVATH, CITY CLERK / EXECUTIVE ASSISTANT TO
CITY MANAGER
THRU: KARINA BAÑALES, CITY MANAGER
SUBJECT: CONSIDERATION OF PARTICIPATING IN A THIRD ANNUAL ARBOR DAY EVENT AT THE CITY HALL CAMPUS ON APRIL 25, 2025
DATE: March 24, 2025
BACKGROUND:
Arbor Day, from the Latin origin of the word arbor, is a holiday that celebrates the planting, upkeep, and preservation of trees. For centuries, communities spanning the globe have found various ways to honor nature and the environment.
Arbor Day has been celebrated in the nation since April 10, 1872, when about 1 million trees were planted in Nebraska. The idea stemmed from J. Sterling Morton, a tree enthusiast and Nebraska newspaper editor. As Arbor Day Foundation explains, people moving to the state’s plains missed living among trees they needed for fuel, lumber, shade, and erosion control.
The foundation says that celebrating the holiday by planting trees is a tradition that sprouted in 45 states and territories by 1920, especially in schools. Today, tree lovers mark the day in all 50 states after President Richard Nixon issued a proclamation designating the last Friday of April 1970 as National Arbor Day.
For the past two years, in celebration of Arbor Day, city partner Bennett Landscaping donated a tree and planted it on the City Hall campus.
DISCUSSION:
Bennett Landscape has again offered to celebrate Arbor Day on Friday, April 25, 2025, by providing a tree of choice, if available, soil and planting amendments, slow-release fertilizer tablets, lodgepole staking, and cinch ties, as well as labor, and 60-day post-maintenance watering at no additional cost to the City.
If the City Council is interested in participating again, staff will again promote the event through the blue newsletter, Nextdoor, as well as coordinate with the RHCA and different clubs for resident outreach and awareness.
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Per Ric Dykzeul's City Hall landscape design plan there are two remaining proposed locations for an additional tree:
1. The first is opposite the traffic circle/mailbox on the north side of the parking area.
2. The second is just beyond community association parking as the access road narrows on the south side.
Finally, Bennett Landscape has proposed the following planting times and is seeking guidance from the City Council regarding the selection of one of the following time frames in the event the Mayor or Councilmembers would like to attend: 9 a.m., 11 a.m., or 12:30 p.m.
FISCAL IMPACT:
There is no fiscal impact to celebrating Arbor Day.
RECOMMENDATION:
Receive and file.
ATTACHMENTS:
CL_AGN_250324_Bennett_ArborDay2025_Memo.pdf
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Planting ● Irrigation ● Masonry ● Carpentry ● Lighting ● Tree Trimming ● Design 25889 Belle Porte Ave., Harbor City, CA 90710 ▪ Bus (310) 534-3543 ▪ Fax (310) 534-3176 www.bennett-landscape.com ▪ [email protected]
Bonded/Insured/Member: International Society of Arboriculture & Irrigation Association C27 479003/PCO 30123
You’ll Value Our Views
A Professional Landscape Company
Award Winning, Full-Service Landscape Design, Installation and Maintenance
Arbor Day Celebration!
Bennett Landscape would like to celebrate Arbor Day April 25, 2025, with your City and the Public at no costs! In conjunction with Arbor Day celebrations around the nation, here is how you can participate:
Bennett Landscape will provide the “tree of choice, if available, soil amendments, planting amendments, slow-release fertilizer tablets, lodgepole staking, and cinch ties.” All labor and 30-day post maintenance “watering” at “no cost to the city” for public awareness throughout the South Bay The city will provide City Council representation, news releases, website posting etc.
Please advise of your interest in the program by Monday March 24, 2025, as we will only be able to accommodate the first 4 plantings of participating cities. These planting times will be as follows: 9am, 11am, 12:30pm, and 2:00pm.
Thank you!
Sean Bennett
Bennett Landscape
Founder
Your Landscape Contractor for over 40 years!!!
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Agenda Item No.: 16.A
Mtg. Date: 03/24/2025
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: CHRISTIAN HORVATH, CITY CLERK / EXECUTIVE ASSISTANT TO
CITY MANAGER
THRU: KARINA BAÑALES, CITY MANAGER
SUBJECT: EXISTING LITIGATION - GOVERNMENT CODE SECTION 54956.9(D)(1)
THE CITY FINDS, BASED ON ADVICE FROM LEGAL COUNSEL, THAT
DISCUSSION IN OPEN SESSION WILL PREJUDICE THE POSITION OF THE CITY IN THE LITIGATION. (1 CASE)
a. NAME OF CASE: CONNIE ANDERSEN, ET AL. V. CALIFORNIA
WATER COMPANY, ET AL. (SEAVIEW CASE) CASE NO.:
24STCV20953
DATE: March 24, 2025
BACKGROUND:
None.
DISCUSSION:
None.
FISCAL IMPACT:
None.
RECOMMENDATION:
None.
ATTACHMENTS:
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Agenda Item No.: 16.B
Mtg. Date: 03/24/2025
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: CHRISTIAN HORVATH, CITY CLERK / EXECUTIVE ASSISTANT TO
CITY MANAGER
THRU: KARINA BAÑALES, CITY MANAGER
SUBJECT:
CONFERENCE WITH LEGAL COUNSEL - EXISTING LITIGATION
GOVERNMENT CODE SECTION 54956.9 (TWO CASES) CPUC
COMPLAINTS AGAINST SOUTHERN CALIFORNIA EDISON AND
SOCAL GAS
DATE: March 24, 2025
BACKGROUND:
None.
DISCUSSION:
None.
FISCAL IMPACT:
None.
RECOMMENDATION:
None.
ATTACHMENTS:
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Agenda Item No.: 16.C
Mtg. Date: 03/24/2025
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: CHRISTIAN HORVATH, CITY CLERK / EXECUTIVE ASSISTANT TO
CITY MANAGER
THRU: KARINA BAÑALES, CITY MANAGER
SUBJECT: CONFERENCE WITH LEGAL COUNSEL - INITIATION OF LITIGATION GOVERNMENT CODE SECTION 54956.9(D)(1) THE CITY FINDS,
BASED ON ADVICE FROM LEGAL COUNSEL, THAT DISCUSSION IN
OPEN SESSION WILL PREJUDICE THE POSITION OF THE CITY IN THE LITIGATION. (1 CASE)
DATE: March 24, 2025
BACKGROUND:
None.
DISCUSSION:
None.
FISCAL IMPACT:
None.
RECOMMENDATION:
None.
ATTACHMENTS:
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