CITY OF SIMI VALLEY
MEMORANDUM
S
eptember 15, 2025
T
O: City Council
F
ROM: Department of Environmental Services
S
UBJECT: APPROVAL OF ASSIGNMENT AND ASSUMPTION AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN TELECOM LAW FIRM P.C., THE
CITY OF SIMI VALLEY, AND PERMITECH SOLUTIONS CORPORATION,
AND AUTHORIZATION FOR THE CITY MANAGER TO EXECUTE ANY
FURTHER NON-MONETARY CONTRACT CHANGES
STAFF RECOMMENDATION
I
t is recommended that the City Council approve an Assignment and Assumption Agreement for professional wireless telecommunications permit application review services between Telecom Law Firm, P.C. (Telecom), the City of Simi Valley (City), and PermiTech Solutions Corp. (PermiTech), and authorize the City Manager , or her designee, to execute any further non-monetary contract changes.
BACKGROUND AND OVERVIEW
S
imi Valley Municipal Code – SVMC Sections 5 -35.01 and 5-35.11, respectively, authorize the City to regulate “wireless” telecommunications facilities located within the City limits and allow the City to engage outside technical consultants to evaluate and/or verify the information used in the wireless purveyor’s application(s). Since 2022, the City has utilized Telecom as its technical consultant for wireless application review services.
Telecom’s analysis has included the evaluation of stealth antenna design, radio frequency propagation, and signal emission reports that underlay most site applications. The review services provided by Telecom also ensure that the applicant s are in compliance with federal and state telecommunications laws, implementing rules, and case law.
T
he current contract with Telecom was for a term of three years and expired on June 30, 2025. However, it included an optional two-year extension, with expiry on June 30, 2027.
The City intended to invoke the full extension; however, on June 11, 2025, Telecom notified the City of its intent to cease it s operations and plans to transition unexpired obligations through succession planning. Subsequently, the City and Telecom agreed to a First Amendment to Agreement No. 3250119 and invoked a short-term extension of just three months to allow the City time to explore its options while avoiding disruption to City services.
AGENDA ITEM NO.
Consent (6)
Subsequent to Telecom’s notice of intent to cease its operations, its former staff formed its own consultancy, PermiTech, employing former Telecom staff. PermiTech informed the City that it was the successor of Telecom and would be assuming all responsibilities, rights, duties, and obligations of Telecom.
FINDINGS AND ALTERNATIVES
St
aff desires to contract with Telecom’s successor, PermiTech, for their specialized service in wireless telecommunication facility review and their demonstrated dependability, which has allowed the City to meet the federally regulated “shot clock” for all approved wireless applications. Additionally, the City’s familiarity with the consultant’s process, policy, and deliverables will result in less training required. Furthermore, the consulting team size, consisting of four members, their experience relative to the City’s needs, and their business operations located within the region reflect their competitive pricing/fees.
T
he contract with Telecom has a requirement for the City to approve any assignments of the contract. In addition to requesting assignment approval, staff is requesting that the City Council authorize the City Manager to execute any further non- monetary contract changes.
T
he following alternatives are available to the City Council:
1. A
pprove an Assignment and Assumption agreement for professional wireless telecommunications permit application review services between Telecom, the City, and PermiTech, and authorize the City Manager, or her designee, to execute any further non-monetary contract changes.
2. P
rovide staff with alternative direction.
S
taff recommends alternative No. 1.
SUGGESTED CITY COUNCIL MOTION
I
move to approve an Assignment and Assumption agreement for professional wireless telecommunications permit application review services between Telecom Law Firm, P.C., the City of Simi Valley, and Permi Tech Solutions Corporation, and authorize the City Manager, or her designee, to execute any further non-monetary contract changes.
SUMMARY
S
imi Valley Municipal Code – SVMC Section s 5- 35.01 and 5-35.11, respectively, authorize the City to regulate “ wireless” telecommunications facilities located within the City limits, and allow the City to engage outside technical consultants to evaluate and/or verify the information used in the wireless purveyor’s application(s). The City utilizes specialized consulting services through Telecom for wireless applications review to help meet Federal regulations. The current contract with Telecom holds a term of three years with an optional two- year extension with expiry on June 30, 2027. The City intended to 2 invoke the full extension; however, on June 11, 2025, Telecom notified the City of its intent to cease its operations and plans to transition unexpired obligations through succession planning. Subsequently, the City and Telecom agreed to a First Amendment to Agreement No. 3250119 and invoked a short -term extension of just three months to allow the City time to explore its options while avoiding disruption to City services.
Subsequent to Telecom’s notice of intent to cease its operations, its former staff f ormed its own consultancy, PermiTech, employing former Telecom staff. PermiTech informed the City that it was the successor of Telecom and would be assuming all responsibilities, rights, duties, and obligations of Telecom.
The City desires to contract with Telecom’s successor, Permi Tech, for their specialized service in wireless telecommunication facility review for the remainder of the two- year extension, with expiry on June 30, 2027, and for the City Manager to execute any further non-monetary contract changes.
____________________________________
Stratis Perros
Environmental Services Director
Prepared by: Eric Chen, Senior Planner
INDEX Page
Assignment and Assumption Agreement .......................................... 4
3 AGREEMENT NO. 3260044
ASSIGNMENT AND ASSUMPTION AGREEMENT
FOR PROFESSIONAL SERVICES
BETWEEN
TELECOM LAW FIRM, P.C,
THE CITY OF SIMI VALLEY, AND
PERMITECH SOLUTIONS CORPORATION
T
HIS ASSIGNMENT AND ASSUMPTION OF PROFESSIONAL SERVICES
AGREEMENT (this “Assignment Agreement”) is made and entered into this 15th day of September 2025, by and between Telecom Law Firm, P.C. (“Assignor”), Permitech Solutions Corporation (“Consultant”), and the City of Simi Valley , a general law city and municipal corporation (“City”). The Parties agree as follows:
1. CO
NSIDERATION.
A. A
ssignor and City entered into an agreement on or about July 25, 2022 , with a First Amendment on July 1, 2025, for providing professional wireless telecommunications permit application review services as set forth in attached Exhibit “A,” ( “Original Contract”), and the attached Exhibit “B”, ( “ First Amendment”).
B. S
ubject to the terms and conditions of this Assignment Agreement, Assignor desires to assign and Consultant desires to assume all of Assignor’s right, title and interest, burdens and obligations under the Original Contract.
C. A
s additional consideration, City agrees to pay Consultant a sum not to exceed $100,000 for Consultant’s services. City may modify this amount as set forth below. Unless otherwise specified by written amendment to this Assignment Agreement, City will pay this sum as specified in Exhibit “C”.
2. AS
SIGNMENT; ASSUMPTION; AND RELEASE.
A. A
ssignment by Assignor. Assignor assigns to Consultant, effective as of the date set forth above, all its rights, title, interest, burdens, and obligations of Assignor under the Original Contract.
B. A
ssumption by Consultant. Consultant accepts the foregoing assignment and assumes responsibility for the Original Contract and agrees to observe and fully perform all the Assumed Rights and Obligations of Assignor under the Original Contract, subject to the terms and conditions of this Assignment Agreement.
C. R
elease of Assignor. The Parties intend that this Assignment Agreement effectuates the release of Assignor from all the Assignor’s burdens and 4 obl
igations with respect to Original Contract and City expressly consents to such release of Assignor.
D. Assignor Indemnification. Assignor agrees to indemnify, defend (with counsel selected by Assignor and satisfactory to City ) and hold City , its officials, officers, employees and agents harmless from and against any and all litigation, loss cost, damage, claim, demand, expense or liability whatsoever (including without limitation, reasonable attorneys’ fees, charges and costs) (collectively, “Claims”) arising out any breach of the Original Agreement by Assignor.
E. Acceptance of Assignment Agreement. By executing this Assignment Agreement, Consultant agrees to (i) the assignment by Assignor and assumption by City of the Original Contract; (ii) transfer of ownership for all work product created under the Original Contract to City in accordance with this Assignment Agreement; and (iii) to comply with the terms and conditions of this Assignment Agreement.
3. SCOPE OF SERVICES.
A. Consultant will perform services listed in the Original Contract.
B. 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, and all tests, testing and analyses, calculation, and all other means whatsoever, except as herein otherwise expressly specified to be furnished by City , necessary or proper to perform and complete the work and provide the professional services required of Consultant by this Assignment Agreement.
4. PERFORMANCE STANDARDS . While performing this Assignment Agreement, Consultant will use the appropriate generally accepted professional standards of practice existing at the time of performance utilized by persons engaged in providing similar services. City will continuously monitor Consultant ’s services. City will notify Consultant of any deficiencies, and Consultant will have 15 days after such notification to cure any shortcomings to City’s satisfaction. Costs associated with curing the deficiencies will be borne by Consultant.
5. PAYMENTS. For City to pay Consultant as specified by this Assignment Agreement, for any hourly scope, Consultant must submit a detailed invoice to City which lists the hours worked and hourly rates for each personnel category and reimbursable costs , the tasks performed, and the total cost of that work during the preceding billing month. For any flat fee scope, Consultant will submit a flat fee invoice. 5 6. NON
-APPROPRIATION OF FUNDS . Payments due and payable to Consultant for current services are within the current budget and within an available, unexhausted and unencumbered appropriation of the City. In the event City has not appropriated sufficient funds for payment of Consultant services beyond the current fiscal year, this Assignment Agreement will cover only those costs incurred up to the conclusion of the current fiscal year.
7. ADDI
TIONAL WORK.
A. C
ITY’s City Manager (“Manager”) or designee may determine, at the Manager’s sole discretion, that Consultant must perform additional work (“Additional Work”) to complete the Scope of Work. If Additional Work is needed, the Manager or Designee will give written authorization to Consultant to perform such Additional Work.
B. If C
onsultant believes Additional Work is needed to complete the Scope of Work, Consultant will provide the Manager or designee with written notification that contains a specific description of the proposed Additional Work, reasons for such Additional Work, and a detailed proposal regarding cost.
C. P
ayments over $100,000 for Additional Work must be approved by the City Council. All Additional Work will be subject to all other terms and provisions of this Assignment Agreement.
8. F
AMILIARITY WITH WORK.
A. B
y executing this Assignment Agreement, Consultant agrees that it has:
i. C
arefully investigated and considered the scope of services to be performed;
ii. C
arefully considered how the services should be performed; and iii. U
nderstands the facilities, difficulties, and restrictions attending performance of the services under this Assignment Agreement.
B. I
f services involve work upon any site, Consultant agrees that Consultant has or will investigate the site and is or will be fully acquainted with the conditions there existing, before commencing the services hereunder.
Should Consultant discover any latent or unknown conditions that may materially affect the performance of the services, Consultant will 6 i
mmediately inform City of such fact and will not proceed except at Consultant’s own risk until written instructions are received from City.
9. TERM. The term of this Assignment Agreement will be from October 1, 2025 to June 30, 2027. Unless otherwise determined by written amendment between the parties, this Assignment Agreement will terminate in the following instances:
A. Completion of the Scope of Work; or
B. Termination as stated in Section 17.
10. TIME FOR PERFORMANCE.
A. Consultant will not perform any work under this Assignment Agreement until:
i. Consultant furnishes proof of insurance as required under Section 23 of this Assignment Agreement; and
ii. City gives Consultant a written notice to proceed.
B. Should Consultant begin work on any phase in advance of receiving written authorization to proceed, any such professional services are at Consultant’s own risk.
11. TIME EXTENSIONS. Should Consultant be delayed by causes beyond Consultant’s control, City may grant a time extension for the completion of the contracted services. If delay occurs, Consultant must notify the Manager or designee within forty-eight hours (48 hours), in writing, of the cause and the extent of the delay and how such delay interferes with the Agreement’s schedule. The Manager or designee will extend the completion time, when appropriate, for the completion of the contracted services.
12. CONSISTENCY. In interpreting this Assignment Agreement and resolving any ambiguities, the main body of this Assignment Agreement takes precedence over the attached Exhibits; this Assignment Agreement supersedes any conflicting provisions.
13. CHANGES. City may order changes in the services within the general scope of this Assignment 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.
7 14. TAX
PAYER IDENTIFICATION NUMBER. Consultant will provide City with a Taxpayer Identification Number.
15. P
ERMITS AND LICENSES. Consultant, at its sole expense, will obtain and maintain during the term of this Assignment Agreement, all necessary permits, licenses, and certificates that may be required in connection with the performance of services under this Assignment Agreement.
16. W
AIVER. City’s review or acceptance of, or payment for, work product prepared by Consultant under this Assignment Agreement will not be construed to operate as a waiver of any rights City may have under this Assignment Agreement or of any cause of action arising from Consultant ’s performance. A waiver by City of any breach of any term, covenant, or condition contained in this Assignment Agreement will not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained in this Assignment Agreement, whether of the same or different character.
17. T
ERMINATION.
A. E
xcept as otherwise provided, City may terminate this Assignment Agreement at any time with or without cause.
B. C
onsultant may terminate this Assignment Agreement at any time with or without cause. Consultant termi nation will be in writing at least 6 0 days before the effective termination date.
C. U
pon receiving a termination notice, Consultant will immediately cease performance under this Assignment Agreement unless otherwise provided in the termination notice. Except as otherwise provided in the termination notice, any additional work performed by Consultant after receiving a termination notice will be performed at Consultant '’ own cost; City will not be obligated to compensate Consultant for such work.
D. S
hould termination occur, all finished or unfinished documents, data, studies, surveys, drawings, maps, reports and other materials prepared by Consultant will, at City’s option, become City’s property, and Consultant will receive just and equitable compensation for any work satisfactorily completed up to the effective date of notice of termination, not to exceed the total costs under Section 1(C).
E. S
hould the Agreement be terminated pursuant to this Section, City may procure on its own terms services similar to those terminated. 8 F. B
y executing this document, Consultant waives any and all claims for damages that might otherwise arise from City’s termination under this Section.
18. OWNERSHIP OF DOCUMENTS; EXCEPTIONS; WARRANTY. Except as otherwise provided below, all documents, data, studies, drawings, maps, models, photographs and reports prepared by Consultant (collectively, “Documents”) under this Assignment Agreement are City’s property. Consultant may retain copies of such Documents as desired, but will deliver all original materials to City upon City’s written notice. City agrees that use of Consultant’s completed work product, for purposes other than identified in this Assignment Agreement, or use of incomplete work product, is at City ’s own risk.
Consultant warrants that all Documents it drafts and completes pursuant to this Assignment Agreement constitute original work. As part of our commitment to providing efficient services, Consultant may, from time to time, utilize artificial intelligence (AI) tools to assist in our services. These tools may be used to support tasks such as document proofreading, research, analysis, or other routine functions. Please be assured that any use of AI will be conducted in a manner that upholds our obligations within this Assignment Agreement, including maintaining the confidentiality the City’s information.
We do not input sensitive or identifying City information into public AI platforms.
Furthermore, any content assisted by AI will be carefully reviewed, verified, and revised to ensure its accuracy, reliability, and suitability for the services provided.
19. PUBLICATION OF DOCUMENTS. Except as necessary for performance of service under this Assignment Agreement, no copies, sketches, or graphs of materials, including graphic art work, prepared pursuant to this Assignment Agreement , will be released by Consultant to any other person or public City without City’s prior written approval. All press releases, including graphic display information to be published in newspapers or magazines, will be approved and distributed solely by City, unless otherwise provided by written agreement between the parties.
20. INDEMNIFICATION.
A. Consultant must save harmless, indemnify and defend City and all its officers, employees and representatives from and against any and all suits, actions, or claims, of any character whatever, brought for, or on account of, any injuries or damages sustained by any person or property arising from, pertaining to, or relating to the negligence, recklessness, or willful misconduct of Consultant or any of Consultant ’s officers, agents, employees, or representatives.
B. For purposes of this section, “ City” includes City ’s officers, officials, employees, agents, representatives, and certified volunteers.
9 C. I
t 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 Assignment Agreement.
D. The requirements as to the types and limits of insurance coverage to be maintained by Consultant as required by Section 23 , and any approval of said insurance by City, are not intended to and will not in any manner limit or qualify the liabilities and obligations otherwise assumed by Consultant pursuant to this Assignment Agreement, including, without limitation, to the provisions concerning indemnification.
21. ASSIGNABILITY. This Agreement is for Consultant ’s professional services.
Consultant’s attempts to assign the benefits or burdens of this Assignment Agreement without City’s written approval are prohibited and will be null and void.
22. 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 it is 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 Assignment 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.
23. AUDIT OF RECORDS. Consultant will maintain full and accurate records with respect to all services and matters covered under this Assignment Agreement. City will have free access at all reasonable times to such records, and the right to examine and audit the same and to make transcript therefrom, and to inspect all program data, documents, proceedings and activities. Consultant will retain such financial and program service records for at least three (3) years after termination or final payment under this Assignment Agreement.
24. INSURANCE.
A. Before commencing performance under this Assignment Agreement , and at all other times this Assignment Agreement is effective, Consultant will procure and maintain the following types of insurance with coverage limits complying, at a minimum, with the limits set forth below:
Type of Insurance Limits
C ommercial general liability: $2,000,000
10 P
rofessional Liability $2,000,000
B
usiness automobile liability $1,000,000
W
orkers compensation Statutory requirement
Employers’ Liability $1,000,000
B. C
ommercial general liability insurance will meet or exceed the requirements of the most recent ISO -CGL Form s. The amount of insurance set forth above will be a combined single limit per occurrence for bodily injury, personal injury, and property damage for the policy coverage. Liability policies will be endorsed to name City , its officials, and employees as “additional insureds” under said insurance coverage and to state that such insurance will be deemed “primary” such that any other insurance that may be carried by City will be excess thereto. Such insurance will be on an “occurrence,” not a “claims made,” basis and will not be cancelable or subject to reduction except upon thirty (30) days prior written notice to City.
C. P
rofessional liability coverage will be on an “occurrence basis” if such coverage is available, or on a “claims made” basis if not available. 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 Assignment 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 Assignment Agreement, and will cover Consultant for all claims made b y City arising out of any errors or omissions of Consultant , or its officers, employees or agents during the time this Assignment Agreement was in effect.
D. A
utomobile coverage will be written on ISO Business Auto Coverage Form CA 00 01 06 92, including symbol 1 (Any Auto).
E. C
onsultant will furnish to City duly authenticated Certificates of Insurance evidencing maintenance of the insurance required under this Assignment Agreement and such other evidence of insurance or copies of policies as may be reasonably required by City from time to time. Insurance must be placed with insurers with a current A.M. Best Company Rating equivalent to at least a Rating of “A:VII.”
F. S
hould Consultant, for any reason, fail to obtain and maintain the insurance required by this Assignment Agreement, City may obtain such coverage at Consultant’s expense and deduct the cost of such insurance from payments due to Consultant under this Assignment Agreement or terminate pursuant to Section 17.
11 G. S
elf-Insured Retention/Deductibles. All policies required by this Assignment Agreement must allow City, as additional insured, to satisfy the self-insured retention (“SIR”) and deductible of the policy in lieu of Consultant (as the named insured) should Consultant fail to pay the SIR or deductible requirements. The amount of the SIR or deductible is subject to the approval of the City Attorney and the Risk Manager . Consultant understands and agrees that satisfaction of this requirement is an express conditi on precedent to the effectiveness of this Assignment Agreement . Failure by Consultant as primary insured to pay its SIR or deductible constitutes a material breach of this Assignment Agreement. Should City pay the SIR or deductible on City’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 Assignment Agreement in addition to any other damages incurred by City due to the breach.
25. US
E OF SUBCONTRACTORS. Consultant must obtain City’s prior written approval to use any consultants while performing any portion of this Assignment Agreement.
Such approval must approve of the proposed consultant and the terms of compensation.
26. I
NCIDENTAL TASKS. Consultant will meet with City monthly to provide the status on the project, which will include a schedule update and a short narrative description of progress during the past month for each major task, a description of the work remaining and a description of the work to be done before the next schedule update.
27. NO
TICES. All communications to either party by the other party will be deemed made when received by such party at its respective name and address as follows:
If to CONSULTANT: If to CITY:
Attn: Client Notices Attn: Environmental Services Director PermiTech Solutions Corporation City of Simi Valley
6320 Topanga Canyon Blvd., Dept. of Environmental Services Suite 1630 #1100 2929 Tapo Canyon Road
Woodland Hills, CA 91367 Simi Valley, CA 93063
(310) 405-7282
[email protected]
Staff Contact: Sean Gibson
D eputy Environmental Services
Director/City Planner
(805) 583-6863
[email protected]
12 A
ny 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.
28. CONFLICT OF INTEREST . Consultant will comply with all conflict of interest laws and regulations including, without limitation, City’s conflict of interest regulations.
29. SOLICITATION. Consultant maintains and warrants that it has not employed nor retained any company or person, other than Consultant’s bona fide employee, to solicit or secure this Assignment 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 Assignment Agreement .
Should Consultant breach or violate this warranty, City may rescind this Assignment Agreement without liability.
30. THIRD PARTY BENEFICIARIES . This Agreement and every provision herein is 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 Assignment Agreement.
31. 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 Ventura County.
32. COMPLIANCE WITH LAW. Consultant agrees to comply with all federal, state, and local laws applicable to this Assignment Agreement.
33. ENTIRE AGREEMENT. This Assignment Agreement, and its Exhibits, sets forth the entire understanding of the parties. There are no other understandings, terms or other agreements expressed or implied, oral or written. T here are t hree (3) Exhibits to this Assignment Agreement. This Assignment Agreement will bind and inure to the benefit of the parties to this Assignment Agreement and any subsequent successors and assigns.
34. RULES OF CONSTRUCTION. Each Party had the opportunity to independently review this Assignment Agreement with legal counsel. Accordingly, this Assignment 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.
35. SEVERABILITY. If any portion of this Assignment Agreement is declared by a court of competent jurisdiction to be invalid or unenforceable, then such portion will be deemed 13 modi
fied to the extent necessary in the opinion of the court to render such portion enforceable and, as so modified, such portion and the balance of this Assignment Agreement will continue in full force and effect.
36. AUT
HORITY/MODIFICATION. The Parties represent and warrant that all necessary action has been taken by the Parties to authorize the undersigned to execute this Assignment Agreement and to engage in the actions described herein. This Agreement may be modified by written amendment. The Manager, or designee, may execute any such amendment on behalf of City.
37. E
LECTRONIC SIGNATURES. This Agreement may be executed by the Parties on any number of separate counterparts, and all such counterparts so executed constitute one Agreement binding on all the Parties notwithstanding that all the Parties are not signatories to the same counterpart. In accordance with Government Code §16.5, the Parties agree that this Assignment Agreement, Agreements ancillary to this Assignment Agreement, and related documents to be entered into in connection with this Assignment Agreement will be considered signed when the signature of a party is delivered by electronic transmission. Such electronic signature will be treated in all respects as having the same effect as an original signature.
38. CAP
TIONS. The captions of the paragraphs of this Assignment Agreement are for convenience of reference only and will not affect the interpretation of this Assignment Agreement.
39. T
IME IS OF ESSENCE. Time is of the essence for each and every provision of this Assignment Agreement.
40. F
ORCE MAJEURE. Should performance of this Assignment Agreement be prevented due to fire, flood, explosion, acts of terrorism, war, embargo, government action, civil or military authority, the natural elements, or other similar causes beyond the Parties’ reasonable control, then the Agreement will immediately terminate without obli gation of either party to the other.
41. ST
ATEMENT OF EXPERIENCE. By executing this Assignment Agreement , Consultant represents that it has demonstrated trustworthiness and possesses the quality, fitness and capacity to perform the Agreement in a manner satisfactory to City .
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 entity. [
SIGNATURES ON NEXT PAGE]
14 IN W
ITNESS WHEREOF, the parties hereto have executed this Assignment Agreement the day and year first hereinabove written.
A
ttest: CLIENT: City of Simi Valley, a Municipal
Corporation
By:
Lucy Blanco, City Clerk Dee Dee Cavanaugh, Mayor of the City of Simi Valley, California
A
pproved as to Form: ASSIGNOR: Telecom Law Firm, P.C.
By:
Algeria R. Ford, City Attorney
Print Name: Jonathan Kramer
A
pproved as to Content: Title: Managing Partner/President Samantha C. Argabrite, City Manager CONSULTANT: PermiTech Solutions Corporation
Johanna Medrano,
Deputy Administrative Services Director/ By:
Budget & Purchasing
Print Name: Lory Kendirjian
T itle: President
Stratis Perros
Environmental Services Director
15 AwardofcontractTelecomccmtg7-25-22(klk)
CONTRACT FOR PR
OFESSIONAL SERVICES BETWEEN
THE CITY OF SIMI VALLEY AND TELECOM LAW FIRM,
P.C. TO PROVIDE FOR PROFESSIONAL WIRELESS
TELECOMMUNICATIONS PERMIT APPLICATION REVIEW
SERVICES, SPECIFICATION NO. ES 22-02
THIS CONTRACT is made and entered into in the City of Simi Valley on this 25
th day of July 2022, by and between the CITY OF SIMI VALLEY, a municipal corporation, hereinafter referred to as CITY, and TELECOM LAW FIRM, P.C., a Corporation, hereinafter referred to as CONSULTANT.
RECITALS
WHEREAS,
on April 27, 2022, CITY requested proposals for the provision of Wireless Telecommunications Permit Application Review Services; and WHEREAS, pursuant to such request, CONSULTANT submitted a proposal, which was accepted by CITY for the services.
NOW, THEREFORE, in consideration of their mutual promises, obligations and covenants hereinafter contained, the parties hereto agree as follows:
AGREEMENT
1. Recitals.
The foregoing recitals are true and correct and are a part of this CONTRACT.
2. Term. The term of this CONTRACT shall be from July 25, 2022 through June 30, 2025. This CONTRACT may be extended up to one (1) additional two (2)-year term upon mutual written consent of the City Manager and CONSULTANT.
It is understood that CONSULTANT’S work under the Work Orders issued may not be completed within the term of this CONTRACT; however, all terms and conditions of the CONTRACT including all rights and obligations, shall survive until the work is completed, except the CITY’S right to issue, and CONSULTANT’S right to accept, additional Work Orders and/or Purchase Orders.
3. Description of Services . The services to be performed by CONSULTANT are as follows: Professional Wireless Telecommunications Permit Application Review services to provide a review of developer-submitted wireless telecommunications applications; and a review of developer-submitted plans.
CONSULTANT agrees to perform the services more specifically set forth in the “Scope of Work” attached hereto and incorporated herein as Exhibit “A”.
CONSULTANT will meet with CITY at least monthly to discuss the anticipated tasks planned for the month and to receive direction from CITY regarding same.
16 AwardofcontractTelecomccmtg7-25-22(klk)
4. Compensation and Payment.
A. T h
e total compensation payable to CONSULTANT by CITY
for services under this CONTRACT shall not exceed the sum of $100,000 (the “Not-To- Exceed Amount”), and shall be earned as the work progresses. Payment will be made based on the rates contained in the “Schedule of Fees” as set forth in Exhibit “B” attached hereto and incorporated herein. CONSULTANT acknowledges that CONSULTANT is not guaranteed to receive the Not-To-Exceed Amount or any particular or minimum amount of compensation or work under this CONTRACT.
B. After CONSULTANT has performed the services as specified in this CONTRACT, CITY shall be obligated to pay CONSULTANT based upon the actual CITY-authorized services received by CITY at the rates established as a part of this CONTRACT. In no event shall the total amount paid exceed the CONTRACT Not-to- Exceed Amount unless otherwise agreed to by the parties in writing.
C. Payments to CONSULTANT shall be made within 30 days
after receipt of an original invoice from CONSULTANT and acceptance of the services by CITY provided, however, that CONSULTANT’S invoice does not exceed the total amount deposited by the developer into CITY trust for that particular project. In the event CITY fails to process and pay an invoice within such 30 day period, it will not be liable for any interest or finance charge arising out of such delinquency. .
D. CONSULTANT shall provide CITY with written verification of the actual compensation earned, which written verification will be in a form satisfactory to CITY. Invoices shall include the work performed including a list of hours worked by personnel.
5. CONSULTANT’s Representations and Obligations.
A. CONSULT ANT sh
all perform as required by this CONTRACT.
CONSULTANT also warrants on behalf of itself and all subcontractors engaged for the performance of this CONTRACT that only persons authorized to work in the United States pursuant to the Immigration Reform and Control Act of 1986 and other applicable laws shall be employed in the performance of the work hereunder.
B. CONSULTANT shall obey all Federal, State, local, and special district laws, ordinances, and regulations.
C. CONSULTANT agrees to abide by CITY’s Business Tax
Ordinance, of which proof of payment must be obtained prior to performance of this CONTRACT.
D. CONSULTANT acknowledges CITY may contract with other parties for the performance of services or supplemental services as they relate to the work during the term of this CONTRACT.
E. CONSULTANT shall keep a record of the total amount
deposited by the developer for each project. Work shall not begin prior to receiving a work order for each application, which will reflect the total amount of said developer deposit. Additionally, CONSULTANT shall keep a tally of the cost for the work ordered 2
17 AwardofcontractTelecomccmtg7-25-22(klk)
by CITY. CONSULTANT shall not accept work directives from the CITY if the cost for the work will exceed the amount indicated above unless otherwise agreed to by the parties in writing. CONSULTANT shall submit a separate, original invoice for each project application to: [email protected].
F. CONSULT AN
T shall not make any changes to a project team
assigned to a project without prior written approval from the CITY.
6. Audit.
A. At an y
time during normal business hours and as often as the
CITY may deem necessary, CONSULTANT shall make available to CITY for inspection its records pertaining to this CONTRACT. CONSULTANT shall permit CITY to audit, examine and/or reproduce such records. CONSULTANT will retain such financial records, time sheets, work progress reports, invoices, bills and project records for at least (2) years after termination or final payment under this CONTRACT. This paragraph shall survive for two (2) years after termination of this CONTRACT.
B. CITY shall have the option of inspecting and/or audit ing all records and other written materials used by CONSULTANT in preparing its statements to CITY as a condition precedent to any payment to CONSULTANT.
7. Hold Harmless and Indemnification . To the fullest extent permitted by law (including, without limitation, California Civil Code Sections 2782 and 2782.8), CONSULTANT shall defend, and provide legal defense with attorney(s) acceptable to CITY, indemnify, and hold harmless the CITY, its agents, officials, officers, representatives, and employees, (collectively “Indemnitees”) from and against all claims, lawsuits, liabilities or damages (including, without limitation, injury to or death of an employee of CONSULTANT or its sub-consultant), expense and liability of every kind, nature and description (including, without limitation incidental and consequential damages, court costs, attorney’s fees, litigation expenses and fees of expert consultants or expert witnesses incurred in connection therewith and costs of litigation) that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT, any sub-consultant, anyone directly or indirectly employed by them, or anyone that they control.
To the extent there is an obligation to indemnify under this Section of this CONTRACT; CONSULTANT shall be responsible for incidental and consequential damages resulting from CONSULTANT’S negligence, recklessness, or willful misconduct. The provisions of this Section survive completion of the services or the termination of this CONTRACT.
The provisions of this Section are not limited by the provisions of this CONTRACT relating to insurance. CONSULTANT shall thoroughly investigate any and all claims subject to the provisions of this Section, and indemnify the CITY and do whatever is necessary to protect any and all Indemnitees.
8. Amendments. Any amendment, modification, or variation from th e provisions of this CONTRACT shall be in writing and shall be effective only upon mutual written approval by the Environmental Services Director and CONSULTANT. 3
18 AwardofcontractTelecomccmtg7-25-22(klk)
9. Anti-Discrimination. In the performance of the terms of this CONTRACT, CONSULTANT shall not engage in, nor permit subcontractors to engage in, discrimination in employment of persons because of the age, race, color, religious creed, sex, sexual orientation, national origin, ancestry, physical disability, mental disability, medical condition, or marital status of such persons. Violation of this provision may result in the imposition of penalties referred to in Labor Code Section 1735.
10. Personal Services . This Agreement is for professional services, which are personal to CITY. Dr. Jonathan L. Kramer, Esq. is deemed to be specially experienced and is a key member of CONSULTANT’S firm, and shall be directly involved in performing, supervising, or assisting in the performance of this work. This key person shall communicate with, and periodically report to, CITY on the progress of the work.
Should any such individual be removed from assisting in this contracted work for any reason, CITY may terminate this CONTRACT.
11. Termination. If, during the term of this CONTRACT, CITY determines that CONSULTANT is not faithfully abiding by any term or condition contained herein, CITY may notify CONSULTANT in writing of such defect or failure to perform. The notice must give to CONSULTANT a ten (10) day period of time thereafter in which to perform the work or cure the deficiency. If CONSULTANT has not performed the work or cured the deficiency within the ten (10) days specified in the notice, such failure shall constitute a breach of this CONTRACT, and CITY may terminate this CONTRACT immediately by written notice to CONSULTANT. In addition, CITY, if it terminates this CONTRACT for cause, may withhold as an offset from payments due CONSULTANT damages occasioned by such breach, including liquidated damages, if so provided herein. The CITY shall be liable to CONSULTANT only for those fees accrued by CONSULTANT to the date CONSULTANT receives the notice of termination. In no event, however, shall CONSULTANT be entitled to receive in excess of the CONTRACT amount.
12. Delivery of Reports in Cases of Termination. If this CONTRACT is terminated pursuant to any of the provisions contained hereinabove, and if requested to do so in writing by the CITY, CONSULTANT shall, within fourteen (14) calendar days after receipt of such written request, deliver and turn over to the CITY all of its preparation and work on the project which were done to the date of the receipt of the notice of termination. The terms "preparation" and "work" as used in this paragraph, shall refer to and include all data and materials of whatever type that have been gathered by CONSULTANT, and contemplated to be used or actually used, in the provision of the services as specified in this CONTRACT.
13. Complete CONTRACT . This CONTRACT and its accompanying exhibits shall constitute the complete CONTRACT between the parties hereto. No verbal agreement, understanding, or representation not reduced to writing and specifically incorporated herein shall be of any force or effect, nor shall any such verbal agreement, understanding, or representation be binding upon the parties hereto. 4
19 AwardofcontractTelecomccmtg7-25-22(klk)
14. Indep endent Contractor. It is expressly understood between the parties to this CONTRACT that no employee/employer relationship is intended.
CONSULTANT is not an agent or employee of the CITY and it is not entitled to participate in any pension plan, insurance or other benefits CITY provides for its employees.
CONSULTANT is an independent contractor in performing the Services required under this CONTRACT and will have control of all work and the manner in which it is performed.
Any provision of this CONTRACT that may appear to give CITY the right to direct CONSULTANT as to the details of doing the work required herein or to exercise a measure of control over the work means that CONSULTANT will follow the direction of the CITY as to the results of the work only.
15. Time of
Performance. Time is of the essence in this CONTRACT.
16. Insu
rance. CONSULTANT shall, at CONSULTANT’S sole cost and expense, provide insurance as contained in Exhibit “C”, incorporated herein.
CONSULTANT shall not commence work on the Services to be performed, until it submits proof of all insurance coverage as required.
17. Ownership of Reports and Data . The originals of all studies, reports, exhibits, documents, data and other work or materials prepared for, or used to comply with any term of this CONTRACT, plus any copies of same required by this CONTRACT to be furnished to the CITY by any of the other party(ies) with whom CONSULTANT may have contract(s) pertaining to this project, shall be deemed to be public records open to inspection by the public and, as such, to be and remain the property of the CITY.
18. Confl
ict of Interest . Neither CONSULTANT nor any employees, agents, or subcontractors of CONSULTANT who will be assigned to this project, to the best of CONSULTANT'S knowledge, own any property or interest in properties, business relationships, or sources of income which may be affected by the performance of this CONTRACT. Should one party hereto learn of any such interest, income source, or business relationship, such fact shall immediately be brought to the attention of the other party hereto. If the parties thereupon cannot mutually agree upon a means to eliminate the conflict, CITY may terminate the CONTRACT immediately for non-performance pursuant to Section 11 herein.
In accordance with California Government Code Section 87306, CONSULTANT shall provide, if requested by CITY, a Conflict of Interest Statement, Form 700 no later than 30 days after execution of this CONTRACT, and annually thereafter prior to April 1st of each year for the duration of the CONTRACT. Failure to file any of the required statements will result in withholding payment for services rendered.
19. Succ
essors and Assigns. The terms hereof shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto; provided, however, that no party hereto shall assign any of the benefits and burdens hereunder, whether voluntarily or by operation of law, without the prior written consent of the other party, and any such assignment without said consent shall be void. 5
20 AwardofcontractTelecomccmtg7-25-22(klk)
20. Authority to Execute CONTRACT. Both CITY and CONSULTANT do covenant that each individual executing this CONTRACT on behalf of each party is a person duly authorized and empowered to execute contracts for such party.
21. Jurisdiction and Venue . Jurisdiction is in an appropriate court in the State of California and venue lies in Ventura County, and the parties do not consent to arbitration. In the event of any dispute, each party shall bear its own fees and costs (including attorneys’ fees). This CONTRACT shall be governed by California law, without regard to conflict of law principles.
22. Non-Appropriation of Funds . Payments due and payable to CONSULTANT for current services are within the current budget and within an available, unexhausted and unencumbered appropriation of CITY. In the event CITY has not appropriated sufficient funds for payment of CONSULTANT services beyond the current fiscal year, this CONTRACT shall cover only those costs incurred up to the conclusion of the current fiscal year.
23. Taxpayer Identification Number . CONSULTANT shall provide CITY with a complete Request for Taxpayer Identification Number and Certification, form W-9 (latest revision), as issued by the Internal Revenue Service.
24. Permits and Licenses . CONSULTANT, at its sole cost and expense, shall obtain and maintain during the term of this CONTRACT, all appropriate permits, licenses, and certificates that may be required in connection with the performance of this CONTRACT.
25. Waivers. The waiver by one party of any term or condition of this CONTRACT, or any breach thereof, shall not be construed to be a general waiver by the party or as a waiver of any other term or breach.
26. Statement of Experience . CONSULTANT warrants that it will perform its Services with at least the due care, diligence and expertise generally accepted in its industry. CONSULTANT also understands and agrees that it is being employed to perform the Services provided for by this CONTRACT because of CONSULTANT’S professed expertise and experience in performing such Services. In addition, CONSULTANT understands and agrees that while CITY or CITY’S officers, employees, agents or volunteers may elect to do so, they have no duty to review, inspect, monitor, or supervise the work performed by CONSULTANT pursuant to this CONTRACT. As a consequence, CONSULTANT waives any right of contribution against CITY or any of CITY’S officers, employees, agents, or volunteers arising out of such failure to inspect, review, monitor, or supervise the work performed by CONSULTANT pursuant to this CONTRACT.
27. Notices. All written notices required by, or related to this CONTRACT shall be sent by Certified Mail, Return Receipt Requested, postage prepaid and addressed as listed below. Neither party to this CONTRACT shall refuse to accept such mail; the parties to this CONTRACT shall promptly inform the other party of any change of address. All notices required by this CONTRACT are effective on the day of receipt, unless otherwise indicated herein. The mailing address of each party to this CONTRACT is as follows:
6
21 AwardofcontractTelecomccmtg7-25-22(klk)
CITY De
partment of Environmental Services
City of Simi Valley
Attn: Environmental Services Director
2929 Tapo Canyon Road
Simi Valley, CA 93063
Staff Contact: Caesar Hernandez, Associate Planner
[email protected]
(805) 583-6869
CONSULTAN
T Telecom Law Firm, PC
Attention: CLIENT NOTICES
3570 Camino del Rio N., Suite 102
San Diego, CA 92108
Dr. Jonathan L. Kramer, Esq.
(310) 312-9900
[email protected]
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed the day and year first above written.
Attest: City of Simi Valley, A Municipal
Corporation
B y :
Lucy Blanco, City Clerk Keith L. Mashburn, Mayor of the City of Simi Valley, California
Approved as to Form: TELECOM LAW FIRM, P.C.
B y :
David L. Caceres, City Attorney
Print Name: Dr. Jonathan L. Kramer, Esq.__
Appro
ved as to Content: Title: President and Senior Partner_______ Brian Paul Gabler, City Manager
Carolyn Johnson
Administrative Services Director
Stratis Perros
Environmental Services Director
7
22 AwardofcontractTelecomccmtg7-25-22(klk)
EXHIBIT “A”
SCOPE OF WORK
CONTRACT FOR PROFESSIONAL SERVICES BETWEEN
THE CITY OF SIMI VALLEY AND TELECOM LAW FIRM,
P.C. TO PROVIDE FOR PROFESSIONAL WIRELESS
TELECOMMUNICATIONS PERMIT APPLICATION REVIEW
SERVICES, SPECIFICATION NO. ES 22-02
Under the direction of the Deputy Environmental Services Director/City Planner (City), Telecom Law Firm, P.C. (Consultant) will:
A. Application Review.
1. Wireless Communications Facility Application Reviews. At the City’s request, Consultant shall review wireless communications facility applications and provide the City with a written analysis as described below:
2. Me
morandum/Memoranda Content.
a. Incomplete Memorandum. Upon receipt of an application by Consulta nt directl
y from the City, Consultant will evaluate and identify whether any items that are required in the City's wireless application are not co mpleted by the app
licant. If there are incomplete items, then Consultant will send the City an "Incomplete Memorandum" on their letterhead in PDF format by email within:
i.
Nine (9) calendar days for an initial review of a wireless applicatio n tha
t is submitted by the applicant as a small wireless facility; or ii.
Twenty-one (21) calendar days for an initial review of a wireles s app
lication that are submitted by the applicant in a category tha t is not
a small wireless facility; or
iii. Nine (9) calendar days for a resubmittal review of a w ireless app
lication that was already deemed incomplete and is back w ith rev
isions.
b. Project
Memorandum.
Once an application is determined by the City or deemed by operation of law to be complete, Consultant will send the City a Project Memorandum on our letterhead in PDF format by email addressing, as applicable:
i.
Identify the regulatory classification under which the project should be processed, specifically, Section 332(c) for new sites; modifications to existing sites not subject to Section 6409(a); Section 6409(a) modifications; Small Wireless Facility installations; 8
23 AwardofcontractTelecomccmtg7-25-22(klk)
AB 2421 generator permit; new wireless site; enforcement of prior wireless permit non-compliance issues, etc.; whether the application involves a significant gap in the applicant’s services; ii. Discuss design matters, if any, that may reduce the impact of the proposed site configuration;
iii. Discuss whether the applicant proposes the least intrusive means or similar as part of an alternative sites analysis to achieve its identified technical purpose for projects that are permitted that analysis under federal regulations;
iv. Review emergency standby power generator applications; analyze proposal under AB 2421 requirements including without limitation to those elements set out in the law, as well as whether the existing site has a legal existence (a requirement of AB 2421);
v. Compliance with applicable municipal code regulations, including Ordinance No. 1297 (Simi Valley Municipal Code Title 5-35 , et seq.), including required findings and special approval findings; vi. Evaluate time, place, and manner considerations for wireless sites located in the City's Public Right of Way and as applicable on public and private property;
vii. Assess the planned compliance with federal radio frequency exposure guidelines established by the Federal Communications Commission;
viii. Identify potential feasible or available alternative locations and/or designs;
ix. Identify potential ADA and inverse condemnation issues, if any, based on the plans as submitted, and;
x. Determine any other wireless site-related issues that Consultant, in its experience and opinion, believes to be relevant or helpful to the City's review of the wireless application.
3. Memorandum Revision. At City's request, without any additional fee, Consultant shall prepare one revision or follow-up to the Incomplete or Project Memorandum for up to two resubmittals of the application. All subsequent/additional revisions or follow-ups are charged on an hourly basis.
4. Project Consultations.
a. Consultant will provide up to one (1) hour per project of consultation time on the telephone, video link, or through e-mail with the City and, if requested by the City, the applicant on matters related to the wireless siting application.
9
24 AwardofcontractTelecomccmtg7-25-22(klk)
b. Beyond one (1) hour, additional consultation electronically, telephonically , v
ideo link, or in person shall be subject to hourly fees, and any such hourly consultation shall require the prior approval of the City. c.
It is understood by the City and Consultant that every wireless project is unique as to location and design, and some projects may not proceed all the way to an approval or denial, or the project at a given location may be moved by an applicant to a different location, each of which may necessitate an entirely new project review under a separate fee at Consultant’s option.
B.
Attendance of Meetings. As requested by the City, Consultant will attend in-person meetings and public hearings in person, by telephone, or by video, subject to Consultant’s availability. In-person meeting attendance includes travel time from the nearest office of Consultant to and from the City. Meeting attendance is billed at t he
hou
rly rates in this agreement.
C. Non-Legal Services. Co nsultant will not provide legal services under this Contract.
Consultant’s Work Product will not be covered under the attorney-client privilege o r w
ork-product privilege, and will not be labeled as such. Notwithstanding the foregoing, if
City directs Consultant to perform work in conjunction with the City Attorney w hich w
ould qualify as Work Product privileged material, upon instruction of the City Attorney, Consultant agrees to label the relevant work product as “work projec t priv
ileged.”
D. Submit a separate, original invoice to ac [email protected] for each project, which includes all of the following information:
1. Applicant Trust Fund Deposit Number (this is City’s Work Order number);
2. Project Case Number;
3. Case Planner Name;
4. Dates, Number of Hours Worked, and Description of Work Performed on the project by Staff Member Name and Title;
5. Hourly Billing Rate of each Staff Member working on the project; and,
6. Amount charged by the transportation service delivering plans and reports for the project (with a copy of the company’s invoice attached). 10
25 AwardofcontractTelecomccmtg7-25-22(klk)
EXHIBIT “B”
SCHEDULE OF FEES
CONTRACT FOR PROFESSIONAL SERVICES BETWEEN
THE CITY OF SIMI VALLEY AND TELECOM LAW FIRM,
P.C. TO PROVIDE FOR PROFESSIONAL WIRELESS
TELECOMMUNICATIONS PERMIT APPLICATION REVIEW
SERVICES, SPECIFICATION NO. ES 22-02
A. Flat Fees. Consultant shall perform all flat-rate services described in Sections A.1, A.2, A.3 (first sentence), A.4.a., inclusive of Exhibit “A” for a flat fee of $2,490 per project. Project hours are not reported by Consultant for the flat fee portion of any flat fee projects.
Flat fee projects are billed to the City as a single unit on the first project invoice, which is issued upon submission of Consultant’s first substantive Project Memorandum, which may include a memo regarding an incomplete application, a project review memo, or another substantive project related memo.
The flat fee is fully earned by and payable to Consultant once Consultant has provided its first substantive memorandum to City, even when the project is subsequently canceled, abandoned, or transferred to a different location. In the event that a project is tendered to Consultant by City but terminated by City for any reason prior to issuance of Consultant’s first memorandum, City shall pay Consultant thirty-three percent (33%) of the flat fee in compensation for the time spent by Consultant on the project prior to Consultant’s receipt of City’s notice of termination prior to the issuance of Consultant’s first report.
B. Hourly Fees. Consultant shall perform all services described in Sections A.4.b and B. of Exhibit “A,” and all other services not described in Exhibit “A” but requested by the City and within Consultant’s expertise as accepted by Consultant, on an hourly fee basis as follows:
Personnel Hourly Rates
Per Partner or Senior Project Manager $334.00
Per Associate/Of Counsel or Project Manager $274.00
Per Paralegal or Project Coordinator $206.00
Per Assistant $103.00
All hourly time is billed in 0.1-hour (6 minutes) units rounded up to the next 0.1-hour unit.
C. Travel Time. Consultant shall charge travel time at sixty percent (60%) of the hour rates shown above. Travel time shall be only counted to and from the nearest office of Consultant. By way of illustration of the preceding sentence, should Consultant send a staff member from its San Diego office to a meeting in Simi Valley, Consultant 11
26 AwardofcontractTelecomccmtg7-25-22(klk)
will charge only for travel time as if the staff member traveled to and from Consultant’s office in Los Angeles. Travel time is authorized when requested by City.
D. Exp
enses. City will reimburse Consultant for all ordinary costs and ex penses reas
onably incurred by Consultant in the performance of the services provided by Cons
ultant to City pursuant to this Contract.
E. A
nnual Fee Adjustment s. Each Flat Rate Fee and Hourly Fee set out above shall automatically increase by three percent (3%) on each anniversary of the contract start date
.
12
27 AwardofcontractTelecomccmtg7-25-22(klk)
EXHIBIT “C”
INSURANCE REQUIREMENTS
CONTRACT FOR PROFESSIONAL SERVICES BETWEEN
THE CITY OF SIMI VALLEY AND TELECOM LAW FIRM,
P.C. TO PROVIDE FOR PROFESSIONAL WIRELESS
TELECOMMUNICATIONS PERMIT APPLICATION REVIEW
SERVICES, SPECIFICATION NO. ES 22-02
Insurance – Consultant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by Consultant, its agents, representatives, or employees. Owner/Operator shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damage to property which may arise from or in connection with the ownership, maintenance or use of the Unmanned Aerial System.
Minimum Scope and Limit of Insurance
Coverage shall be at least as broad as:
1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.
2. Automobile Liability: Insurance Services Office Form Number CA 0001 covering, Code 1 (any auto), or if Consultant has no owned autos, Code 8 (hired) and 9 (non- owned), with limit no less than $1,000,000 per accident for bodily injury and property damage.
3. Workers’ Compensation insurance as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. Consultant hereby certifies that it is aware of the provisions of Section 3700 et seq., of the Labor Code which require every employer to be insured against liability for Workers' Compensation.
4. Professional Liability (Errors and Omissions) Insurance appropriate to Consultant’s profession, with limits no less than $2,000,000 per occurrence or claim, and $2,000,000 policy aggregate.
5. Aviation Liability Insurance: On an “occurrence” basis, including products and completed operations, property damage, bodily injury with limits no less than $1,000,000 per occurrence, and $2,000,000 in the aggregate. This coverage may also be provided by endorsement to a Commercial General Liability policy.
If Consultant maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. 13
28 AwardofcontractTelecomccmtg7-25-22(klk)
Other
Insurance Provisions - The insurance policies are to contain, or be endorsed to contain, the following provisions:
Additional Insured Status
The City, its Boards, Officers, Agents, Officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of Consultant including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to Consultant’s insurance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used).
Primary Coverage
For any claims related to this project/contract, Consultant’s insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its Boards, Officers, Agents, Officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its Boards, Officers, Agents, Officials, employees, and volunteers shall be excess of Consultant’s insurance and shall not contribute with it.
Notice of Cancellation
Each insurance policy required above shall state that coverage shall not be canceled, except with notice to the City.
Waiver of Subrogation
Consultant hereby grants to City a waiver of any right to subrogation which any insurer of said Consultant may acquire against City by virtue of the payment of any loss under such insurance. Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the City for all work performed by Consultant, its employees, agents and subcontractors.
Self-Insured Retentions
Self-insured retentions must be declared to and approved by the City. The City may require Consultant to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City.
Acceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the City. 14
29 AwardofcontractTelecomccmtg7-25-22(klk)
Claims Made Poli
cies
If any of the required policies provide coverage on a claims-made basis:
1. The Retroactive Date must be shown, and this date must be before the execution date of the contract or the beginning of contract work.
2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work.
3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective, or start of work date, Consultant must purchase extended reporting period coverage for a minimum of five (5) years after completion of contract work.
4. A copy of the claims reporting requirements must be submitted to the City for review.
Verification of Coverage
Consultant shall furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive Consultant’s obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.
Subcontractors
Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Consultant shall ensure that the City is an additional insured on insurance required from subcontractors. For CGL coverage, subcontractors shall provide coverage with a form at least as broad as CG 20 38 04 13.
Special Risks or Circumstances
City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.
For questions regarding insurance requirements, please contact Trevor Earle, Risk Manager, at (805
) 583-6739.
Verification. I hav e read and understand the above insurance requirements.
Authorized Signature Date
Print Name
15
30 P 11/6-25(klk)
FIRST AMENDMENT TO
AGREEMENT NO. 3250119 BETWEEN
THE CITY OF SIMI VALLEY AND
TELECOM LAW FIRM, P.C.
THIS FIRST AMENDMENT (“Amendment”) is made and entered into this 18th day of June 2025, by and between the CITY OF SIMI VALLEY, a general law city and municipal corporation (“CITY”), and TELECOM LAW FIRM, P.C., a Corporation ("CONSULTANT").
1. Pursuant to Section 2 of Agreement No. 3250119 (“Agreement”), Section 2 of the Agreement is amended as follows:
The term of this CONTRACT is extended from July 1, 2025 through September 30, 2025.
2. ELECTRONIC SIGNATURES. This Amendment may be executed by the Parties on any number of separate counterparts, and all such counterparts so executed constitute one Amendment binding on all the Parties notwithstanding that all the Parties are not signatories to the same counterpart. In accordance with Government Code §16.5, the Parties agree that this Amendment will be considered signed when the signature of a party is delivered by electronic transmission. Such electronic signature will be treated in all respects as having the same effect as an original signature.
3. This Amendment may be executed in any number or counterparts, each of which will be an original, but all of which together constitutes one instrument executed on the same date.
4. Except as modified by this Amendment, all other terms and conditions of Agreement No. 3250119 remain the same.
[SIGNATURES ON NEXT PAGE]
31 City of Simi Valley
First Amendment to Agreement No. ES 22-02
Telecom Law Firm, P.C.
P 11/6-25(klk)
IN WITNESS WHEREOF the parties hereto have executed this contract the day and year first hereinabove written.
Attest: City of Simi Valley, A Municipal
Corporation
B y :
Lucy Blanco, City Clerk Samantha C. Argabrite, City Manager Approved as to Form: Telecom Law Firm, P.C.
B y :
Algeria R. Ford, City Attorney
Print Name:
Approved as to Content: T i
t l e :
Johanna Medrano,
Deputy Administrative Services Director/
Budget & Purchasing
Stratis Perros
Environmental Services Director
32 EX
HIBIT “C”
SCHEDULE OF FEES
WI
RELESS TELECOMMUNICATION PERMIT REVIEW SERVICES FEES BETWEEN CONSULTANT AND THE CITY - OCTOBER 1, 2025
Th
is Assignment Agreement must not exceed $100,000. The Consultant’s updated personnel hourly rates below resulted in the adjusted Flat Fee of $2,720.89. This fee amount reflects the annual 3% increase per the contract (ES 22- 02), on the anniversary date.
PERSONNEL HOURLY
RATE
Partner or Senior Project Manager $365
Associate or Project Manager $299
Paralegal or Senior Project Manager $225
Legal Assistant or Project Assistant $112
FLAT FEE $2720.89
This will be the Trust Fund amount and must be collected with each regular application fee plus applicable convenience charges.
33