KOA Corp / CBM Consulting (2011) 1 ri ' t
AGREEMENT FOR PROFESSIONAL SERVICES
This Agreement ("Agreement") is made and entered into this 21ST day of June,
2011 by and between the City of Rancho Palos Verdes (hereinafter referred to as the
"CITY") and KOA Corporation/CBM Consulting (hereafter referred to as "CONSULTANT").
WHEREAS, CITY is in need of Professional Services to provide Project
Management for the San Ramon Canyon Storm Drain Project (Final Design) and
associated tasks; and
WHEREAS, CONSULTANT has submitted a proposal dated May 23, 2011 to
perform professional services for the San Ramon Canyon Projects including Project
Management for the Early Action Project Sewer Relocation, Early Action Project, and the
San Ramon Canyon Storm Drain Final Design Project.
IN CONSIDERATION of the covenants hereinafter set forth, the parties hereto
mutually agree as follows:
ARTICLE 1
SCOPE OF SERVICES
1.1 Project Description
The Project is described as the San Ramon Storm Canyon Storm Drain
Project (Final Design).
1.2 Description of Services
CONSULTANT shall perform work including but not limited to the
oversight of consultants performing final design of the San Ramon Canyon Storm
Drain, providing oversight during the of the installation of the sewer pipe, placement of
fill soils, placement of rip-rap drainage protection and review of as-built drawings for the
Sewer Relocation Project, and coordinate needed activities specific to the Early Action
Project. CONSULTANT shall perform this work in accordance with CONSULTANT's
Proposal, which is dated May 23, 2011, attached hereto as Exhibit "A," and
incorporated herein by this reference.
1.3 Schedule of Work
Upon receipt of written Notice to Proceed from the CITY, CONSULTANT
shall perform with due diligence the services requested by the CITY. Time is of the
essence in this Agreement. CONSULTANT shall not be responsible for delay, nor shall
CONSULTANT be responsible for damages or be in default or deemed to be in default by
reason of strikes, lockouts, accidents, or acts of God, or the failure of CITY to furnish timely
information or to approve or disapprove CONSULTANT's work promptly, or delay or faulty
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performance by CITY, other consultants/contractors, or governmental agencies, or any
other delays beyond CONSULTANT's control or without CONSULTANT's fault.
ARTICLE 2
COMPENSATION
2.1 Fee
CITY agrees to compensate CONSULTANT in the not to exceed amount of
one hundred forty dollars ($140.00) per hour for the services as described in Article 1, and
in any case an amount not to exceed seventy thousand dollars ($70,000.00).
2.2 Payment Address
All payments due CONSULTANT shall be paid to:
KOA Corporation / CBM Consulting
1411 W. 190th St. Suite 525
Gardena, CA 90248
2.3 Terms of Compensation
CONSULTANT shall submit monthly invoices for the hours of work completed
in the previous month with descriptions of the completed work. CITY agrees to authorize
payment for all undisputed invoice amounts within thirty (30) days of receipt of each
invoice. CITY agrees to use its best efforts to notify CONSULTANT of any disputed invoice
amounts within ten (10) days of the receipt of each invoice. However, CITY's failure to
timely notify CONSULTANT of a disputed amount shall not be deemed a waiver of CITY's
right to challenge such amount.
Additionally, in the event CITY fails to pay any undisputed amounts due
CONSULTANT within forty-five (45) days after invoices are received by CITY then CITY
agrees that CONSULTANT shall have the right to consider said default a total breach of
this Agreement and be terminated by CONSULTANT without liability to CONSULTANT
upon ten (10) working days advance written notice.
2.4 Additional Services
CITY may request additional specified work under this Agreement. All such
work must be authorized in writing by the CITY's Director of Public Works prior to
commencement. CONSULTANT shall perform such services, and CITY shall pay for such
additional services in accordance with rates or total amounts agreed upon in writing by both
parties prior to commencement of the work.
2.5 Term of Agreement:
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I I I
This Agreement shall commence upon execution by both parties and shall
terminate on June 30, 2013, unless sooner terminated pursuant to Article 4 of this
Agreement.
ARTICLE 3
INDEMNIFICATION AND INSURANCE
3.1 Indemnification, Hold Harmless, and Duty to Defend.
(a) Indemnity for Design Professional Services. In connection with its
design professional services, CONSULTANT shall hold harmless and indemnify CITY,
and its officials, officers, employees, agents and independent contractors serving in the
role of CITY officials, and designated volunteers (collectively, "Indemnitees"), with
respect to any and all claims, demands, causes of action, damages, injuries, liabilities,
losses, costs or expenses, including reimbursement of attorneys' fees and costs of
defense (collectively, "Claims" hereinafter), including but not limited to Claims relating to
death or injury to any person and injury to any property, which arise out of, pertain to, or
relate to in whole or in part to the negligence, recklessness, or willful misconduct of
CONSULTANT or any of its officers, employees, subcontractors, or agents in the
performance of its design professional services under this Agreement.
(b) Other Indemnities. In connection with any and all claims,
demands, causes of action, damages, injuries, liabilities, losses, costs or expenses,
including attorneys' fees and costs of defense (collectively, "Damages" hereinafter) not
covered by Section 3.1(a), CONSULTANT shall defend, hold harmless and indemnify
the Indemnitees with respect to any and all Damages, including but not limited to,
Damages relating to death or injury to any person and injury to any property, which
arise out of, pertain to, or relate to the acts or omissions of CONSULTANT or any of its
officers, employees, subcontractors, or agents in the performance of this Agreement,
except for such loss or damage arising from the sole negligence or willful misconduct of
the CITY, as determined by final arbitration or court decision or by the agreement of the
parties. CONSULTANT shall defend Indemnitees in any action or actions filed in
connection with any such Damages with counsel of CITY's choice, and shall pay all
costs and expenses, including all attorneys' fees and experts' costs actually incurred in
connection with such defense. Consultant's duty to defend pursuant to this Section
3.1(b) shall apply independent of any prior, concurrent or subsequent misconduct,
negligent acts, errors or omissions of Indemnitees.
(c) All duties of CONSULTANT under Section 3.1 shall survive
termination of this Agreement.
3.2 General Liability
CONSULTANT shall at all times during the term of the Agreement carry,
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maintain, and keep in full force and effect, a policy or policies of Commercial General
Liability Insurance, with minimum limits of one million dollars ($1,000,000) for each
occurrence and five million dollars ($5,000,000) general aggregate for bodily injury, death,
loss or property damage for products or completed operations and any and all other
activities undertaken by CONSULTANT in the performance of this Agreement. Said policy
or policies shall be issued by an insurer admitted to do business in the State of California
and rated in A.M. Best's Insurance Guide with a rating of A:VII or better.
3.3 Professional Liability
CONSULTANT shall at all times during the term of this Agreement, carry,
maintain, and keep in full force and effect a policy or policies of professional liability
insurance with a minimum limit of one million dollars ($1,000,000) per claim and two million
dollars ($2,000,000) in the aggregate for errors and/or omissions of CONSULTANT in the
performance of this Agreement. Said policy or policies shall be issued by an insurer
admitted to do business in the State of California and rated in Best's Insurance Guide with
a rating of A:VII or better. If a "claims made" policy is provided, such policy shall be
maintained in effect from the date of performance of work or services on the CITY's behalf
until three (3) years after the date of work or services are accepted as completed.
Coverage for the post-completion period may be provided by renewal or replacement of the
policy for each of the three (3) years or by a three-year extended reporting period
endorsement, which reinstates all limits for the extended reporting period. If any such
policy and/or policies have a retroactive date, that date shall be no later than the date of
first performance of work or services on behalf of the CITY. Renewal or replacement
policies shall not allow for any advancement of such retroactive date.
3.4 Automobile Liability
CONSULTANT shall at all times during the term of this Agreement obtain,
maintain, and keep in full force and effect, a policy or policies of Automobile Liability
Insurance, with minimum of one million dollars ($1,000,000) per claim and occurrence and
two million dollars ($2,000,000) in the aggregate for bodily injuries or death of one person
and five hundred thousand dollars ($500,000) for property damage arising from one
incident.
3.5 Worker's Compensation
CONSULTANT agrees to maintain in force at all times during the
performance of work under this Agreement worker's compensation insurance as required
by the law. CONSULTANT shall require any subcontractor similarly to provide such
compensation insurance for their respective employees.
3.6 Notice of Cancellation
(a) All insurance policies shall provide that the insurance coverage shall
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not be cancelled by the insurance carrier without thirty (30) days prior written notice to
CITY, or ten (10) days notice if cancellation is due to nonpayment of premium.
CONSULTANT agrees that it will not cancel or reduce said insurance coverage.
(b) CONSULTANT agrees that if it does not keep the aforesaid insurance
in full force and effect, CITY may either immediately terminate this Agreement or, if
insurance is available at a reasonable cost, CITY may take out the necessary insurance
and pay, at CONSULTANT's expense, the premium thereon.
3.7 Certificate of Insurance
At all times during the term of this Agreement, CONSULTANT shall maintain
on file with the CITY Clerk a certificate of insurance showing that the aforesaid policies are
in effect in the required amounts. The commercial general liability policy shall contain
endorsements naming the CITY, its officers, agents and employees as additional insureds.
3.8 Primary Coverage
The insurance provided by CONSULTANT shall be primary to any coverage
available to CITY. The insurance policies (other than workers compensation and
professional liability) shall include provisions for waiver of subrogation.
ARTICLE 4
TERMINATION
4.1 Termination of Agreement
(a) This Agreement may be terminated at any time,with or without cause,
by the CITY upon thirty(30) days prior written notice or by CONSULTANT upon ninety(90)
days prior written notice. Notice shall be deemed served if completed in compliance with
Section 6.14.
(b) In the event of termination or cancellation of this Agreement by
CONSULTANT or CITY, due to no fault or failure of performance by CONSULTANT,
CONSULTANT shall be paid compensation for all services performed by CONSULTANT,
in an amount to be determined as follows: for work satisfactorily done in accordance with
all of the terms and provisions of this Agreement, CONSULTANT shall be paid an amount
equal to the percentage of services performed prior to the effective date of termination or
cancellation in accordance with the work items; provided, in no event shall the amount of
money paid under the foregoing provisions of this paragraph exceed the amount which
would have been paid to CONSULTANT for the full performance of the services described
in this Agreement.
ARTICLE 5
OWNERSHIP OF DOCUMENTS
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5.1 Ownership of Documents and Work Product
All documents, plans, specifications, reports, information, data, exhibits,
photographs, images, video files and media created or developed by CONSULTANT
pursuant to this Agreement ("Written Products") shall be and remain the property of the
CITY without restriction or limitation upon its use, duplication or dissemination by the CITY.
All Written Products shall be considered "works made for hire," and all Written Products
and any and all intellectual property rights arising from their creation, including, but not
limited to, all copyrights and other proprietary rights, shall be and remain the property of the
CITY without restriction or limitation upon their use, duplication or dissemination by the
CITY. CONSULTANT shall not obtain or attempt to obtain copyright protection as to any
Written Products.
CONSULTANT hereby assigns to the CITY all ownership and any and all
intellectual property rights to the Written Products that are not otherwise vested in the CITY
pursuant to the paragraph directly above this one.
CONSULTANT warrants and represents that it has secured all necessary
licenses, consents or approvals to use any instrumentality, thing or component as to which
any intellectual property right exists, including computer software, used in the rendering of
the services and the production of all Written Products produced under this Agreement,
and that the CITY has full legal title to and the right to reproduce the Written Products.
CONSULTANT shall defend, indemnify and hold the CITY, and its elected officials, officers,
employees, servants, attorneys, designated volunteers, and agents serving as independent
contractors in the role of CITY officials, harmless from any loss, claim or liability in any way
related to a claim that CITY's use of any of the Written Products is violating federal, state
or local laws, or any contractual provisions, or any laws relating to trade names, licenses,
franchises, copyrights, patents or other means of protecting intellectual property rights
and/or interests in products or inventions. CONSULTANT shall bear all costs arising from
the use of patented, copyrighted, trade secret or trademarked documents, materials,
equipment, devices or processes in connection with its provision of the services and
Written Products produced under this Agreement. In the event the use of any of the
Written Products or other deliverables hereunder by the CITY is held to constitute an
infringement and the use of any of the same is enjoined, CONSULTANT, at its expense,
shall: (a) secure for CITY the right to continue using the Written Products and other
deliverables by suspension of any injunction, or by procuring a license or licenses for CITY;
or (b) modify the Written Products and other deliverables so that they become non-
inf ringing while remaining in compliance with the requirements of this Agreement. This
covenant shall survive the termination of this Agreement.
Upon termination, abandonment or suspension of the Project, the
CONSULTANT shall deliver to the CITY all Written Products and other deliverables related
to the Project without additional cost or expense to the CITY. If CONSULTANT prepares a
document on a computer, CONSULTANT shall provide CITY with said document both in a
printed format and in an electronic format that is acceptable to the CITY.
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ARTICLE 6
GENERAL PROVISIONS
6.1 Representation
The CITY representative shall be the Director of Public Works or his or her
designee, and CONSULTANT shall notify CITY of CONSULTANT's designated
representative. These individuals shall be the primary contact persons for the parties
regarding performance of this Agreement.
6.2 Fair Employment Practices/Equal Opportunity Acts
In the performance of this Agreement, CONSULTANT shall comply with all
applicable provisions of the California Fair Employment Practices Act (California
Government Code Sections 12940-48), the applicable equal employment provisions of the
Civil Rights Act of 1964 (42 U.S.C. 200e-217), and the Americans with Disabilities Act of
1992 (42 U.S.C. § 11200, et seq.).
6.3 Personnel
CONSULTANT represents that it has, or shall secure at its own expense, all
personnel required to perform CONSULTANT's services under this Agreement. Any
person who performs engineering services pursuant to this Agreement shall be licensed as
a Civil Engineer by the State of California and in good standing. CONSULTANT shall
make reasonable efforts to maintain the continuity of CONSULTANT's staff who are
assigned to perform the services hereunder and shall obtain the approval of the Director of
Public Works of all proposed staff members who will perform such services.
CONSULTANT may associate with or employ associates or subconsultants in the
performance of its services under this Agreement, but at all times shall CONSULTANT be
responsible for its associates or subconsultants' services.
6.4 CONSULTANT's Representations
CONSULTANT represents, covenants and agrees that: a)CONSULTANT is
licensed, qualified, and capable of furnishing the labor, materials, and expertise necessary
to perform the services in accordance with the terms and conditions set forth in this
Agreement; b)there are no obligations, commitments, or impediments of any kind that will
limit or prevent CONSULTANT's full performance under this Agreement; c) to the extent
required by the standard of practice, CONSULTANT has investigated and considered the
scope of services performed, has carefully considered how the services should be
performed, and understands the facilities, difficulties and restrictions attending
performance of the services under this Agreement.
6.5 Conflicts of Interest
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a
CONSULTANT agrees not to accept any employment or representation
during the term of this Agreement or within twelve (12) months after completion of the work
under this Agreement which is or may likely make CONSULTANT "financially interested"
(as provided in California Government Code Sections 1090 and 87100) in any decisions
made by CITY on any matter in connection with which CONSULTANT has been retained
pursuant to this Agreement.
6.6 Legal Action
(a) Should either party to this Agreement bring legal action against the
other, the validity, interpretation, and performance of this Agreement shall be controlled by
and construed under the laws of the State of California, excluding California's choice of law
rules. Venue for any such action relating to this Agreement shall be in the Los Angeles
County Superior Court.
(b) If any legal action or other proceeding, including action for declaratory
relief, is brought for the enforcement of this Agreement or because of an alleged dispute,
breach, default or misrepresentation in connection with this Agreement,the prevailing party
shall be entitled to recover reasonable attorneys' fees, experts' fees, and other costs, in
addition to any other relief to which the party may be entitled.
(c) Should any legal action about a project between CITY and a party
other than CONSULTANT require the testimony of CONSULTANT when there is no
allegation that CONSULTANT was negligent, CITY shall compensate CONSULTANT for its
testimony and preparation to testify at the hourly rates in effect at the time of such
testimony.
6.7 Assignment
Neither this Agreement nor any part thereof shall be assigned by
CONSULTANT without the prior written consent of the CITY. Any such purported
assignment without written consent shall be null and void, and CONSULTANT shall hold
harmless, defend and indemnify the CITY and its officers, officials, employees, agents and
representatives with respect to any claim, demand or action arising from any unauthorized
assignment.
Notwithstanding the above, CONSULTANT may use the services of persons
and entities not in CONSULTANT's direct employ, when it is appropriate and customary to
do so. Such persons and entities include, but are not necessarily limited to, surveyors,
specialized consultants, and testing laboratories. CONSULTANT's use of subconsultants
for additional services shall not be unreasonably restricted by the CITY provided
CONSULTANT notifies the CITY in advance.
6.8 Independent Contractor
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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 CONSULTANT or any of the CONSULTANT's employees, except as herein set
forth, and CONSULTANT is free to dispose of all portions of its time and activities which it
is not obligated to devote to the CITY in such a manner and to such persons, firms, or
corporations as the CONSULTANT wishes except as expressly provided in this Agreement.
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. CONSULTANT shall not, at any
time or in any manner, represent that it or any of its agents, servants or employees, are in
any manner agents, servants or employees of CITY. CONSULTANT agrees to pay all
required taxes on amounts paid to 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. CONSULTANT shall fully comply with the workers' compensation law
regarding CONSULTANT and its employees. CONSULTANT further agrees to indemnify
and hold the CITY harmless from any failure of CONSULTANT to comply with applicable
workers' compensation laws. The CITY shall have the right to offset against the amount of
any fees due to CONSULTANT under this Agreement any amount due to the CITY from
CONSULTANT as a result of its failure to promptly pay to the CITY any reimbursement or
indemnification arising under this Article.
6.9 Titles
The titles used in this Agreement are for general reference only and are not
part of the Agreement.
6.10 Entire Agreement
This Agreement, including Exhibit"A" and any other document incorporated
herein by specific reference, represents the entire and integrated agreement between CITY
and CONSULTANT and supersedes all prior negotiations, representations or agreements,
either written or oral. This Agreement may be modified or amended, or provisions or
breach may be waived, only by subsequent written agreement signed by both parties. In
the event of any conflict between the terms of this Agreement and any incorporated
document, the terms of this Agreement shall control.
6.11 Construction
In the event of any asserted ambiguity in, or dispute regarding the
interpretation of any matter herein, the interpretation of this Agreement shall not be
resolved by any rules of interpretation providing for interpretation against the party who
causes the uncertainty to exist or against the party who drafted the Agreement or who
drafted that portion of the Agreement.
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6.12 Non-Waiver of Terms, Rights and Remedies
Waiver by either party of any one or more of the conditions of performance
under this Agreement shall not be a waiver of any other condition of performance under
this Agreement. In no event shall the making by the CITY of any payment to
CONSULTANT constitute or be construed as a waiver by the CITY of any breach of
covenant, or any default which may then exist on the part of CONSULTANT, and the
making of any such payment by the CITY shall in no way impair or prejudice any right or
remedy available to the CITY with regard to such breach or default.
6.13 Severability
If any term or portion of this Agreement is held to be invalid, illegal, or
otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of
this Agreement shall continue in full force and effect.
6.14 Notice
Except as otherwise required by law, any notice or other communication
authorized or required by this Agreement shall be in writing and shall be deemed received
on (a) the day of delivery if delivered by hand or overnight courier service during
CONSULTANT's or CITY's regular business hours or (b) on the third business day
following deposit in the United States mail, postage prepaid, to the addresses listed below,
or at such other address as one party may notify the other:
To CITY:
Carolyn Lehr, City Manager
City of Rancho Palos Verdes
30940 Hawthorne Blvd.
Rancho Palos Verdes, CA 90275
To CONSULTANT:
Chuck Stephan, P.E., Vice President
KOA Corporation / CBM Consulting
1411 W. 190th St. Suite 525
Gardena, CA 90248
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date and year first above written.
Dated: tl/110 KOA Corporation / CBM Consulting
("CONSULTANT")
BY: la 4_ di.....
_,
BY:
Dated: CITY OF RANC-O PALOS VERDES
Op
("CITY")
, ,, ,10
BY:
MAYOR
ATTEST: APPROVED AS TO FORM:
6itt.CA - / / // /1
CITY CLERK CITY ATTORNEY
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Exhibit "A":
Consultant's Proposal
Exhibit "A"
R6876-0001\1366455v4.doc Agreement for Professional Services
N-14
FF jj��(("�� CORPORATION
A �T 1411 W. 190th St.Suite 525
KOA �L,rORPORATIO1�1 Gardena,CA 90248
t 310.329.0102 f.310.329.1021
CBM C®it1Sulftg www.koacorporation.com
May 23,2011
Ron Dragoo, P.E.
Senior Engineer
City of Rancho Palos Verdes
Rancho Palos Verdes,CA
PROPOSAL FOR PROFESSIONAL SERVICES FOR THE SAN RAMON CANYON PROJECTS
AND GENERAL ENGINEERING CONSULTING FOR THE CITY
Dear Ron:
CBM Consulting, Inc.,a wholly owned subsidiary of KOA Corporation, is pleased to submit the enclosed proposal
to provide Professional Services for the City of Rancho Palos Verdes for the various San Ramon Canyon projects
and other tasks identified by City Staff, some of which will be a continuation of previous efforts.
The attached proposal presents our scope of services, technical proposal, cost estimate and schedule. If you
concur with the terms of this proposal, you may authorize KOA Corporation to begin work by signing the
authorization on this proposal and returning it to our office.The proposal is valid for thirty(30) days.
Please contact Alan Braatvedt at(310)525-0684 if you have any questions or if you require additional information.
I look forward to working with you on these Projects.
SincerelyZtan,
KOA ration
Chuck P.E.
Vice President
LOS ANGELES OAKLAND ONTARIO
N-15
PRI KOA CORPORATION
CBM Consulting
City of Rancho Palos Verdes
Proposal for
Professional Services for the San Ramon Canyon Projects and
General Engineering Consulting for the City
Summary of Project
There are several San Ramon projects, including the sewer relocation,the stabilization of Palos Verdes Drive East
switchbacks and other associated work, including land movement monitoring and work on funding applications. In
addition KOA Corporation provide professional services to the City for a number of other functions, some of
which are new projects/issues that have not yet been identified as well as projects that have been on-going for
some time,which include the Civic Center; Sea-breeze Development and Trump National.
Scope of Services
KOA proposes to continue to offer the services of Alan Braatvedt for these projects as he has a good working
relationship with City Staff and has an extensive history of working in the City and an intimate knowledge of the
specific projects.
The service proposed will include the tasks listed in the table below.
San Ramon Sewer Project 3-months
o Evaluation of bids/Staff report
o Pre-construction Meeting
o Construction Management
o Finalizing County plan approval
o NTP/Staff Report
o Hand over to County for Maintenance
Palos Verdes Drive East Emergency Stabilization Project 3-months
o Indentify potential contractors,with contact details to install the caisson design
Work that would be performed if it becomes necessary to do so
o Obtain emergency bids for the project
o Write a staff report and make a presentation to Council
o Conduct pre-construction conference
o Project manage
o Wrap up contract
San Ramon Storm Drainage System Design -12-months
o Meeting with Harris Design Team to define schedule, decision points, meetings etc
o Review of plans at various stages
o Dealing with other agencies
City of Rancho Palos Verdes
San Ramon Projects 2
N-16
PF A CORPORATION
CBM CQnsul#ing
o Assisting with expediting resource agency approval
o Internal meetings and produce reports
o Communicate with and respond to Harris questions/ideas
o Council Presentations
o Public Meetings
o Input for funding opportunities
o coordinate the installation of the monitors
Schedule
Some of the work will be undertaken concurrently, resulting in a more intense effort, while at other times will
require less effort. It is hoped that the emergency stabilization project for Palos Verdes Drive East will not be
required, however preparations will be made to ensure that a contract can be formalized quickly should the need
arise. KOA estimate that approximately 500 hours will be required to provide these services. Only the hours
actually expended will be billed.
Fee Estimate
KOA will perform the work specified in the work scope above as shown in the enclosed fee table.
TITLE HRS/DAY DAYS RATE AMOUNT
Principal-In-Charge 9 55 $140 $69,300
SUBTOTAL: $69,300
If the work is not authorized in 30 days, if changes occur in the work scope or level of effort, or if our work is
suspended for more than 180 days due to any circumstances beyond KOA's control, we reserve the right to
revise the work scope, budget and schedule to reflect current conditions. Such revisions will be effected through
mutually agreed upon amendments or modifications to this agreement.
The proposal is valid for 30 days. Due to the lower than usual negotiated rate, the rates provided are subject to
annual review and adjustment in accordance with increases in the CPI.
Work Scope Assumptions
• The level of effort and fee estimate detailed above is based on KOA's proposed scope of services
delivered over the contract time.
• The fee assumes that construction phase services begin and end within the contract completion time.
City of Rancho Palos Verdes
San Ramon Projects 3
N-17
KOA C+tJRPORATION
CBM Consulting
• Additional scope of services not listed in the proposal or extended schedule for reasons outside of CBM's
control would require additional effort and fee.
• The fee estimate assumes KOA will perform any CM activities from the South Bay office in Gardena, CA
with requisite site visits. No onsite facilities,furniture, utilities or equipment are included in the fee.
• Project expenses are billed at cost plus 10%. Project expenses include: Non-commuter automobile
mileage (at $.50 per mile), postage and special courier expenses, subsistence, reproduction, project
related telephone, subcontractor services and other direct project expenses as requested by the client.
Should the client desire, phone and mileage may be included in an hourly rate, which shall be negotiated
and slightly higher than the billable rates indicated above.
Exclusions
The following exclusions describe situations that we frequently encounter that result in the need for extra work
and additional compensation:
• Attendance at additional meetings, except as specifically indicated in the Scope of Services will be
considered as additional work and billed accordingly.
• Our fee excludes any costs paid to the City, utility companies, or any other agency for permits or plan
checking.
• Soils inspection and testing, deputy and special inspection and testing, and/or QA/control surveying are
excluded from the fee proposal. KOA will coordinate these services performed by others unless
otherwise desired by the City.
Invoicing
Invoices will be submitted monthly, based upon our estimated percentage of completion. Accounts are past due
after 30 days. All work will be immediately stopped if any invoice is unpaid for 60 days or more, and such
delinquent invoice payments may be subject to a late payment penalty of 1.5 percent per month and/or turned
over to a collections agency at our discretion.
Termination
The Client or KOA may terminate this agreement by giving the other party thirty days written notice of such
termination. KOA shall receive fee payments from the Client proportionate to the services completed as of the
date of termination. The Client will be entitled to receive deliverables at the level of completion relative to the
fee payments received by KOA. All outstanding valid invoices shall be paid to KOA.
Insurance
KOA is fully able to meet the insurance requirements of this project. The firm has coverage in the following
areas: Professional Liability ($1 million per claim, $2 million aggregate), Automobile Liability ($2 million) and
City of Rancho Palos Verdes
San Ramon Projects 4
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PF A CORPORATION
CBM Consulting
General Liability ($5 million). Our Worker's Compensation coverage meets the insurance requirements of
California State law. Dollar amount of insurance shall be determined and established through the City Contract
for Professional Services
Indemnification
KOA and the Client mutually agree to the fullest extent permitted by law, to indemnify and hold each other
harmless from any and all damage, liability or cost, including reasonable attorney's fees and cost of defense arising
from their own negligent acts,errors,and omissions in the performance of their services under this agreement,to
the extent that each party is responsible for such damages, liabilities, and costs on a comparative basis of fault.
Additional indemnification guidelines/requirements that supersede those provided in this proposal are to be
provided in the City's Contract for Professional Services
City of Rancho Palos Verdes
San Ramon Projects 5
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• KOA CORPORATION
CBM Consulting
Authorization
The signature below indicates the Client has carefully reviewed this proposal and authorizes KOA to proceed.
Please return this authorization together with a copy of the complete proposal to our office. Our work cannot
commence until we receive this written authorization or an executed agreement.
City of Rancho Palos Verdes (Client) has carefully
reviewed this proposal and hereby authorizes KOA
Corporation to commence work as indicated within
the terms and conditions of this proposal.
Chuck Stephan, P.E. Date Signature Date
CA Registered Civil Engineer#C50481
V.P. of South Bay Operations
KOA Corporation Name:
(please print)
Title:
(please print)
City of Rancho Palos Verdes
San Ramon Projects 6
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