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Kling Consulting Group - FY2016-006 RECEIVED AUG 212015 CITY OF RANCHO PALOS VERDES Kling Consulting Group ON-CALL PROFESSIONAL/TECHNICAL SERVICES AGREEMENT THIS AGREEMENT ("Agreement") is made and entered into this 18th day of August 2015, by and between the City of Rancho Palos Verdes (hereinafter referred to as the "CITY") and Kling Consulting Group, a California corporation (hereafter referred to as "CONSULTANT"). IN CONSIDERATION of the covenants hereinafter set forth, the parties hereto agree as follows: ARTICLE 1 SCOPE OF SERVICES 1.1 Project Description The Project is described as on-call services as follows: Geotechnical Services. 1.2 Description of Services CONSULTANT shall provide such on-call geotechnical services as may be requested by CITY. CONSULTANT acknowledges that this Agreement is for on-call services, and there is no certainty that CONSULTANT will be asked to perform any services pursuant to this Agreement. CONSULTANT's Statement of Qualifications is attached hereto as Exhibit A and incorporated herein by this reference. In the event of any conflict between the terms of this Agreement and incorporated documents, the terms of this Agreement shall control. 1.3 Schedule of Work Upon receipt of written Notice to Proceed from CITY, CONSULTANT shall perform with due diligence the services requested by 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 performance by CITY, other consultants/contractors, or governmental agencies, or any other delays beyond CONSULTANT's control or without CONSULTANT's fault. 1.4 Term of Agreement This Agreement shall commence on August 18, 2015 and shall terminate on June 30, 2021 unless sooner terminated pursuant to Article 4 of this Agreement. R6876-0001\1857604v2.doc ARTICLE 2 COMPENSATION 2.1 Rates; Expense Reimbursement 2.1.1 CITY agrees to compensate CONSULTANT in accordance with CONSULTANT's Schedule of Hourly Rates, which is within Exhibit A and shall meet or exceed prevailing wage rates, and in any case an amount not to exceed Sixty Thousand dollars ($60,000) per fiscal year for services as described in Article 1. On-call services that are reimbursed by a trust deposit shall not count towards the maximum amount CONSULTANT shall be paid for such services. The rates in Exhibit A shall be in effect through the end of the term of this Agreement. 2.1.2 CITY will not reimburse CONSULTANT for costs and expenses unless such costs and expenses are previously approved by CITY. 2.2 Payment of Compensation CONSULTANT shall submit monthly invoices for the work completed in the previous month. 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 the default a total breach of this Agreement and be terminated by CONSULTANT without liability to CONSULTANT upon ten (10) working days advance written notice. ARTICLE 3 INDEMNIFICATION AND INSURANCE 3.1 Indemnity 3.1.1 Indemnity for Design Professional Services. To the fullest extent permitted by law, CONSULTANT shall, at its sole cost and expense, protect, indemnify, and hold harmless CITY and its elected officials, officers, attorneys, agents, employees, designated volunteers, successors, assigns and those CITY agents serving as independent contractors in the role of CITY officials (collectively"Indemnitees"), from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, judgments, penalties, liens, and losses of any nature whatsoever, including fees of accountants, attorneys, or other professionals and all costs associated therewith, and reimbursement of attorney's fees and costs of defense (collectively "Liabilities"), whether actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to, or relate to, in whole or in part, the negligence, recklessness or willful Page 2 of 12 Agreement for On-Call Professional/Technical Services R6876-0001\1857604v2.doc misconduct of CONSULTANT, its officers, agents, servants, employees, subcontractors, material men, contractors or their officers, agents, servants or employees (or any entity or individual that CONSULTANT shall bear the legal liability thereof) in the performance of design professional services under this Agreement by a "design professional," as the term is defined under California Civil Code Section 2782.8(c)(2). 3.1.2 Other Indemnities. (a) Other than in the performance of design professional services, and to the fullest extent permitted by law, CONSULTANT shall, at its sole cost and expense, defend, hold harmless and indemnify the Indemnitees from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, judgments, penalties, liens, and losses of any nature whatsoever, including fees of accountants, attorneys, or other professionals and all costs associated therewith and the payment of all consequential damages (collectively "Claims"), in law or equity, whether actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to, or relate to the acts or omissions of CONSULTANT, its officers, agents, servants, employees, subcontractors, materialmen, contractors or their officers, agents, servants or employees (or any entity or individual that CONSULTANT shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees' active or passive negligence, except for Claims arising from the sole negligence or willful misconduct of the lndemnitees, as determined by final arbitration or court decision or by the agreement of the Parties. CONSULTANT shall defend the Indemnitees in any action or actions filed in connection with any Claim with counsel of the Indemnitees' choice, and shall pay all costs and expenses, including all attorneys' fees and experts' costs actually incurred in connection with such defense. CONSULTANT shall reimburse the Indemnitees for any and all legal expenses and costs incurred by the Indemnitees in connection therewith. (b) CONSULTANT shall pay all required taxes on amounts paid to CONSULTANT under this Agreement, and indemnify and hold CITY harmless from any and all taxes, assessments, penalties, and interest asserted against CITY by reason of the independent contractor relationship created by this Agreement. CONSULTANT shall fully comply with the workers' compensation law regarding CONSULTANT and CONSULTANT's employees. CONSULTANT shall indemnify and hold CITY harmless from any failure of CONSULTANT to comply with applicable workers' compensation laws. CITY may offset against the amount of any fees due to CONSULTANT under this Agreement any amount due to CITY from CONSULTANT as a result of CONSULTANT's failure to promptly pay to CITY any reimbursement or indemnification arising under this Subparagraph (b). (c) CONSULTANT shall obtain executed indemnity agreements with provisions identical to those in this Section 3.1 from each and every subcontractor or any other person or entity involved by, for, with or on behalf of CONSULTANT in the performance of this Agreement. If CONSULTANT fails to obtain such indemnities, CONSULTANT shall be fully responsible and indemnify, hold harmless and defend the Indemnitees from and against any and all Claims in law or equity, whether actual, alleged Page 3 of 12 Agreement for On-Call Professional/Technical Services R6876-0001\1857604v2.doc or threatened, which arise out of, are claimed to arise out of, pertain to, or relate to the acts or omissions of CONSULTANT's subcontractor, its officers, agents, servants, employees, subcontractors, materialmen, contractors or their officers, agents, servants or employees (or any entity or individual that CONSULTANT's subcontractor shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees' active or passive negligence, except for Claims arising from the sole negligence or willful misconduct of the Indemnitees, as determined by final arbitration or court decision or by the agreement of the Parties. 3.1.3 Workers' Compensation Acts not Limiting. CONSULTANT's obligations under this Article 3, or any other provision of this Agreement, shall not be limited by the provisions of any workers' compensation act or similar act. CONSULTANT expressly waives its statutory immunity under such statutes or laws as to CITY, its officers, agents, employees and volunteers. 3.1.4 Insurance Requirements not Limiting. CITY does not, and shall not, waive any rights that it may possess against CONSULTANT because of the acceptance by CITY, or the deposit with CITY, of any insurance policy or certificate required pursuant to this Agreement. This hold harmless and indemnification provisions in this Article 3 shall apply regardless of whether or not any insurance policies are determined to be applicable to the Liabilities, Claims, tax, assessment, penalty or interest asserted against CITY. 3.1.5 Survival of Terms. The indemnification in this Article 3 shall survive the expiration or termination of this Agreement. 3.2 Insurance 3.2.1 General Liability Insurance CONSULTANT shall at all times during the term of the Agreement carry, 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 two million dollars ($2,000,000)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. The policy or policies shall be issued by an insurer admitted or authorized 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. 3.2.2 Professional Liability Insurance 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 aggregate for errors and/or omissions of CONSULTANT in the performance of this Agreement. The policy or policies shall be issued by an insurer admitted or authorized to do business in the State of California and rated in Best's Insurance Guide with a rating of Page 4 of 12 Agreement for On-Call Professional/Technical Services R6876-0001\1857604v2.doc 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 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 CITY. Renewal or replacement policies shall not allow for any advancement of such retroactive date. 3.2.3 Automobile Liability Insurance 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. The policy or policies shall be issued by an insurer admitted or authorized 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. 3.2.4 Worker's Compensation Insurance 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. 3.2.5 Notice of Cancellation (a) All insurance policies shall provide that the insurance coverage shall not be cancelled or modified by the insurance carrier without thirty (30) days prior written notice, or ten (10) days notice if cancellation is due to nonpayment of premium. CONSULTANT shall provide immediate notice to CITY, if CONSULTANT receives a cancellation or policy revision notice from the insurer. (b) CONSULTANT agrees that it will not cancel or reduce any required insurance coverage. CONSULTANT agrees that if it does not keep the 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. 3.2.6 Entire Policy and Certificate of Insurance At all times during the term of this Agreement, CONSULTANT shall maintain on file with the City Clerk both a copy of the entire policy and a certificate of insurance showing that the policies are in effect in the required amounts. The commercial general Page 5 of 12 Agreement for On-Call Professional/Technical Services R6876-0001\1857604v2.doc liability policy shall contain endorsements naming CITY, its officers, agents and employees as additional insureds. 3.2.7 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 CITY upon ten (10) 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 6.15. (b) (b) CONSULTANT shall cease all work under this Agreement on or before the effective date of termination specified in the notice of termination. 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 as determined by CITY, 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 5.1 Ownership of Documents and Work Product All final 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 CITY without restriction or limitation upon its use, duplication or dissemination by 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 CITY without restriction or limitation upon their use, duplication or dissemination by CITY. CONSULTANT shall not obtain or attempt to obtain copyright protection as to any Written Products. Page 6 of 12 Agreement for On-Call Professional/Technical Services R6876-0001\1857604v2.doc CONSULTANT hereby assigns to CITY all ownership and any and all intellectual property rights to the Written Products that are not otherwise vested in 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 CITY has full legal title to and the right to reproduce the Written Products. CONSULTANT shall defend, indemnify and hold 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 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-infringing 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 CITY all Written Products and other deliverables related to the Project without additional cost or expense to CITY. If CONSULTANT prepares a document on a computer, CONSULTANT shall provide CITY with the document both in a printed format and in an electronic format that is acceptable to CITY. 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 Page 7 of 12 Agreement for On-Call Professional/Technical Services R6876-0001\1857604v2.doc 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 1990 (42 U.S.C. § 11200, et seq.). 6.3 Audit The CITY or its representative shall have the option of inspecting, auditing or inspecting and auditing all records and other written materials used by CONSULTANT in preparing its billings to CITY as a condition precedent to any payment to CONSULTANT. CONSULTANT will promptly furnish documents requested by CITY. Additionally, CONSULTANT shall be subject to State Auditor examination and audit at the request of CITY or as part of any audit of CITY, for a period of three (3) years after final payment under this Agreement. 6.4 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 subcontractors in the performance of its services under this Agreement, but at all times shall CONSULTANT be responsible for its associates and subcontractors' services. 6.5 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. 6.6 Conflicts of Interest 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. Page 8 of 12 Agreement for On-Call Professional/Technical Services R6876-0001\1857604v2.doc 6.7 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. 6.8 Assignment Neither this Agreement nor any part thereof shall be assigned by CONSULTANT without the prior written consent of CITY. Any such purported assignment without written consent shall be null and void, and CONSULTANT shall hold harmless, defend and indemnify 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 subcontractors for additional services shall not be unreasonably restricted by CITY provided CONSULTANT notifies CITY in advance. 6.9 Independent Contractor CONSULTANT is and shall at all times remain, as to CITY, a wholly independent contractor. Neither 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 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 CITY or otherwise act on behalf of CITY as an agent. CONSULTANT shall not, at any time or in any manner, represent that it or any of its agents, servants or Page 9 of 12 Agreement for On-Call Professional/Technical Services R6876-0001\1857604v2.doc 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 CITY harmless from any and all taxes, assessments, penalties, and interest asserted against 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 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 CITY from CONSULTANT as a result of its failure to promptly pay to CITY any reimbursement or indemnification arising under this Article. 6.10 Titles The titles used in this Agreement are for general reference only and are not part of the Agreement. 6.11 Entire Agreement This Agreement, including any other documents 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. 6.12 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. 6.13 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 CITY of any payment to CONSULTANT constitute or be construed as a waiver by 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 CITY shall in no way impair or prejudice any right or remedy available to CITY with regard to such breach or default. Page 10 of 12 Agreement for On-Call Professional/Technical Services R6876-0001\1857604v2.doc 6.14 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. 6.15 Notice Except as otherwise required by law, any notice, payment 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 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: Responsible Person: Michael Throne, Director of Public Works City of Rancho Palos Verdes 30940 Hawthorne Boulevard Rancho Palos Verdes, CA 90275 To CONSULTANT: Responsible Person: Jim Lancaster Kling Consulting Group, Inc. 18008 Sky Park Circle, Suite 250 Irving, CA 92614 Page 11 of 12 Agreement for On-Call Professional/Technical Services R6876-0001\1857604v2.doc IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first above written. Dated: . 7,C 20/S Kling Consulting Group, a California corporation ("C TANI") By: • � . � Printed Name: P//Mit/f Title: PiAtA0r14-- By: Printed Name: Title: Dated: CITY OF RANCHO PALOS VERDES ("CITY") 4 ' By: v ayor wr' ATTEST: APPROVED AS TO FORM: By: City Clerk City Attorney Page 12 of 12 Agreement for On-Call Professional/Technical Services R6876-000111857604v2.doc IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first above written. Dated: Z 'c( ��'� Kling Consulting Group, a California corporation ("C LTAN " By: Printed Name: 'r/Aifd 4fq Title: ?feSiCitr+ By: /14 a. Printed Name: St3i4ft, �- -re Title: s eCr-&:6 / Dated: g/3k CITY OF RANCHO PALOS VERDES CCITY") By: .ra. ayor ATTEST: APPROVED AS TO FORM: By: 1.A.ArLied BY: City Clerk City Attorney Page 12 of 12 Agreement for On-Call Professional/Technical Services R6878-000111857804v2.doC ,,1,\,,,,1:1),,11,1,..,1,...,1.1 1..,11,T,1,,t,,.I-1 1,[. 11:\'1'.,1,,,wWI.11)t.,11,1 it 1,,,t)~11-1'1)4.?11:\'1'.t(1,,,,,,I 1 I,t:\11'"..."I'.lt 1,,,),1.1:,,,I1:,I.,I,,,,I.1:0,,,II','1,t 1 s's,,,1-I 1,,•,11:,1' California All-Purpose Certificate of Acknowledgment ,? ,_, - A notary public or other officer completing this certificate verifies only the identity of the individual who signed the I 1 _ document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. 1 f i State of California s.s. County of sfr� f = On /9_4vs-- before me, .-cui I :c. yR:(I+1, N01-clr P hA, c , personally appeared /fent, F. Kr„I., ,, , ..9..._____-____ ------ ......._.....••_.............._............___________ , ___.__________ f o proved to me on the basis of satisfactory evidence to be the perso " whose nam .,2, (is/ re subscri d to the within instrument and acknowledged to a tha he/they executeds) r e same i is/ er/their authorized capacity(i ), and that by is] er/their signature( on the J instrument t e person(0, or the entity upon behalf of which the person('acted, executed the Instrument. - r certify under PENALTY OF PERJURY under the laws i of the State of California that the foregoing paragraph is R true and correct. SUNGHYE Y. KIM .- �=0`� COMM. #1 984924 z ' WITNESS my hand and official seal. z�':_ �.. Notary Public California- o i �C.1 Orange County tiMCommpSJ320i6t t , , „ 555"' .: OPTIONAL INFORMATION e , ' /- Description of Attached Document y 4 v y .�"^�,'�. a.rare-:+.- '�a'�- A 4"�''��',y�sf .,ys».:fFi�,� _ �y� ..r �� r�'� Pr G et It {F e r �!� # # �t{_��� l��is'.,' i of Signer Identification The preceding Certificate of Acknowledgment is attached to a Hyethod__.__^__document titled/for theur ose of Cr a T eaf-zc l- P2t"$ Proved to me on the basis of p psatisfactory evidence: (/erles on-c," r ro,,�/ ee-_!,,-�,/ I�tee� k/- Li form(s)of identification ❑credible witness(es) = 9 containin f a p 9 es, and dated Y2 / Notarial event is detailed in notary journal on: - The signer(s)capacity or authority is/are as: Page# Entry# ❑ Individual(s) Notary contact: _ ❑ Attorney-in-fact 1 ❑ Corporate Officer(s) Other _v - _ ';+`` ❑ Additional Signer ❑ Signer(s)Thumbprints(s) N i 4 H I i ❑ Guardian/Conservator ❑ Partner-Limited/General El ❑ Trustee(s) • ❑ Other: representing: � f _ % i k 1,, 4,t 1,1,,,IENT,Ii`t,,I.I.D.MI:NT 11 I.N. 1.11,,,II;\TA,1,..,,«I.1:1,4.311,,,,4.'1,,,W1.1:1,4,11:tiT.,1i',„,iI1:1,4. 11:\'I .,4.'I,,,,W1,1,1“,11_'\T.1 1,,,, I.Il,,,IE TA,1,,,,,7,13,,,II:\7 r, - Exhibit A Consultant's Statement of Qualifications, including Schedule of Hourly Rates Exhibit A R6876-0001\1857604v2.doc . , . KLING Consulting amiumni.. Group, Inc. RECEIVED June 9, 2015 City of Rancho Palos Verdes PN 00146-00 JUN 152015 Mr. Ron Dragoo Principal Engineer City of Rancho Palos Verdes PUBLIC WORKS DEPARTMENT 30940 Hawthorne Boulevard Rancho Palos Verdes, CA 90275 Subject: Proposal to Provide On-Call Geotechnical Services for the City of Rancho Palos Verdes, California. —Statement of Qualifications and Fee Schedule Dear Mr. Dragoo: In response to your request of May 28, 2015, Kling Consulting Group is pleased to submit this Statement of Qualifications and Fee Schedule to provide Engineering Geology and Geotechnical Engineering Services for the Public Works Department of the City of Rancho Palos Verdes, California. It is our understanding that these services will be provided on an as-needed basis and a cost estimate and work authorization will be provided for each separate work task requested. Cost estimates will be based on the attached Fee Schedule. If called upon, our firm can perform the following services: • 2nd and 3"d party review of geotechnical reports and plans, • Geotechnical soils testing and observation associated with utility and street construction, • Geotechnical review of field work by others, • Geologic review of landslide or distress conditions, • Pavement design, • Geologic site reviews, • On call geologic hazard assessments and reviews, • Geotechnical monitoring and assessment, • Geologic consultation. COMPANY APPROACH AND METHODOLOGY Kling consulting Group(KCG)is a full-service consulting firm in the fields of engineering geology and geotechnical engineering with our office located in Irvine, California. At KCG, our goal is to provide our clients with excellent customer service as well as with quality technical expertise. As a service oriented company,our management staff is encouraged to participate in a continuing program of training seminars and personal development directed at providing the best possible service to our clients through sound business and project management practices. 18008 Sky Park Circle Suite 250 Irvine California 92614 (949) 797-6241 Fax 797-6260 ' City of Rancho Palos Verdes Public Works Department PN 00146-00 June 9,2015 KCG has extensive experience with a variety of project types for both private clients and public agencies in Southern California and the Palos Verdes Peninsula area. We are currently in our 17 year as the city's consulting reviewing Engineering Geologist and Geotechnical Engineers. As such we have an intimate knowledge of the peninsula's geology.Our firm routinely evaluates,monitors,and provides recommendations for roadway improvements,water,storm drain and sewer infrastructure improvements, the mitigation of slope instability, landslides, debris flows, expansive soils, compressible soils, settlement, faulting, seismicity, and liquefaction. In addition to the capabilities stated above, KCG has the following in-house resources: • An on-site geotechnical and construction materials laboratory, • A considerable collection of geotechnical and geologic analysis software, • An extensive library of engineering geology and geotechnical engineering references and aerial photographs, • Monitoring and instrumentation capabilities including slope inclinometers,groundwater pressure transducers,and other instruments to measure groundwater pressures, settlement,and landslide and slope deformation. PROJECT UNDERSTANDING As with our current on-call contract with the Department of Public Works,we understand that typical tasks will include evaluation of geotechnical aspects of existing public works infrastructure facilities and capital improvement projects. Evaluations will include effects of landsliding, settlement, erosion,seismicity,and other potential geotechnically related impacts on public property within the jurisdiction of the Department of Public Works. Once placed on the Department of Public Works' on-call geotechnical consultants list,we would provide a proposal containing a scope of work and cost estimate to the department for approval for each individual project that we are asked to evaluate. COMPANY EXPERIENCE KCG is currently geotechnical consultant to the Cities of Lake Forest,Laguna Beach,Palos Verdes Estates, Rosemead, Seal Beach, Fountain Valley, Redondo Beach and Rancho Palos Verdes and provides on call public works geotechnical services to Culver City and the City of Irvine. Our services to these municipalities has consisted of geotechnical evaluation of geologic hazards, and geotechnical input to public capital improvement projects on a case by case basis as well as observation and testing for various infrastructure projects.We pride ourselves in being proactive and providing straight forward down to earth consulting. Contacts for selected public works and municipal clients are presented below: Contact Person: Mr. Greg Pfost City: Laguna Beach Address: 505 Forest Ave., Laguna Beach, CA 92651 Telephone: (949) 497-0712 E-mail: gpfost@lagunabeachcity.net S:\Projects\KCG\2000\00146\00146-00\00146-00-Proposal for On-Call Services 6-15.doc 2 ' City of Rancho Palos Verdes Public Works Department PN 00146-00 June 9,2015 Contact Person: Joel Rojas City: Rancho Palos Verdes Address: 30940 Hawthorne Blvd.,Rancho Palos Verdes, CA 90275-5391 Telephone: (310) 544-5228 E-mail: joelr@rpvca.gov Contact Person: Sheri Repp Loadsman City: Palos Verdes Estates Address: 340 Palos Verdes Drive West, Palos Verdes Estates, CA 90274 Telephone: (310)378-0383 ext 2216 E-mail: srepp(a�pvestates.org Contact Person: Darik Doggett City: Fountain Valley Address: 10200 Slater Avenue, Fountain Valley, CA 92708 Telephone: (714) 593-4566 E-mail: darik.doggettna,fountainvalley.org Contact Person: Tim D'Zmura, PE, CBO,AICP City: City of Lake Forest—Interwest Consulting Group Address: 15061 Springdale Street, Suite 205, Huntington Beach, CA 92649 Telephone: (714) 899-9039 ext 311 E-mail: tdzmura 1r,interwestgrp.com KEY PERSONNEL The following staff members will be utilized for engineering geology and geotechnical engineering consulting services for the City of Rancho Palos Verdes. A brief resume for each follows: KCG—Key Team Members Experience Registration Education GE 2205, CA HENRY KLING RCE 42395, CA President/Principal Geotechnical 40 years CE 14912 NV Civil Engineering Engineer CE 43724' AZ JAMES M. LANCASTER, JR. 29ears CEG 1927, CA BS, Geology Principal Engineering Geologist DANTE DOMINGO 36ears RCE 57939, CA BS, Civil Engineering y CE 33920, AZg g Principal Engineer STEPHEN GUERRE 29ears CEG 1981, CA BS, Geology Associate Engineering Geologist Hans Tolksdorf 9 years RCE 80992, CA BS, Civil Engineering Senior Engineer S:\Projects\KCG\2000\00146\00146-00\00146-00-Proposal for On-Call Services 6-15.doc 3 City of Rancho Palos Verdes Public Works Department PN 00146-00 June 9,2015 RESUMES - KEY PERSONNEL HENRY F. KLING,P.E., G.E. PRESIDENT AND PRINCIPAL GEOTECHNICAL ENGINEER As a Registered Professional Engineer in both Civil and Geotechnical Engineering, Mr. Kling has extensive experience in California on a wide range of projects including:design and construction of major residential and commercial development projects, design and construction of major road alignment projects,landslide and slope stability investigations,and infrastructure projects including major roadways,pipelines and reservoirs. Residential projects have included Master Planned Communities such as LaBand Village and Rolling Ridge Estates in Chino Hills, Hunt Club II in San Juan Capistrano; and Northwood, Northpark,Turtle Ridge and Quail Hill developments in Irvine. Commercial projects have included the Irvine Spectrum Center, Display Works in Irvine, and the Pacific City Development project in Huntington Beach. Public Improvement projects have included major pipeline and reservoir projects for Irvine Ranch and Moulton Niguel Water Districts;major road alignment projects including portions of the Eastern Transportation Corridor,Ramona and Grand Avenues,Chino Hills Parkway,Santiago Canyon Road, Newport Coast Drive,and portions of Portola Parkway.Public facility buildings include the recently completed Governor George Deukmejian Courthouse in Long Beach, California. Mr. Kling has provided geotechnical risk assessment evaluations on a wide range of projects in eleven states for the construction insurance industry. Mr. Kling has provided geotechnical review services to many public agencies including San Clemente, Dana Point, Lake Forest, Fountain Valley and Laguna Beach, and participated in the coastal bluff study for the City of Encinitas and the geotechnical investigation of the La Ventana landslide in the Cities of Dana Point and San Clemente. Mr. Kling has been retained as an expert witness for a wide range of projects within the counties of San Diego, Orange, San Bernardino, Los Angeles, Ventura, Contra Costa, and Alameda. The geotechnical issues investigated have included expansive soil reactions, slope stability, settlement, landslides and groundwater. He has participated and provided testimony in expert depositions, mediations, arbitrations and trial. Mr.Kling has served as a technical expert for the Board of Professional Engineers,Land Surveyors and Geologist for approximately ten years. S:\Projects\KCG\2000\00146\00146-00\00146-00-Proposal for On-Call Services 6-15.doc 4 ' ' City of Rancho Palos Verdes Public Works Department PN 00146-00 June 9,2015 Mr.Kling has been recognized for his contributions to the geotechnical profession by his election to the Board of Directors for the California Geotechnical Engineers Association (CalGeo), his appointment to the Geotechnical Advisory Committee for San Bernardino County, and his contribution to the Geotechnical Engineer License exam including Standard Setting, Problem Writing, and Grading. He served as a regular guest speaker on Geotechnical Evaluations for the overview course on Land Development offered by UCI,and presented a technical paper to the ASCE 3rd Forensic Congress held in San Diego, California in October 2003. Mr. Kling also presented lectures at the Quality Built Construction Risk Conferences in Denver, CO, 2006, and San Diego, CA, 2007. JAMES M. LANCASTER,JR.,P.G., C.E.G. PRINCIPAL ENGINEERING GEOLOGIST Mr.James M.Lancaster,Principal Engineering Geologist,is a Professional Geologist and a Certified Engineering Geologist. He has over 29 years of experience in the geologic and geotechnical fields. Mr. Lancaster has conducted and overseen geologic, engineering geologic, forensic and hydrogeologic studies for all phases of projects from planning to construction, for residential, commercial and public works projects. Projects have included feasibility investigations, due diligence investigations,Environmental Impact Report investigations,seismic hazard investigations, fault investigations,landslide investigations,preliminary geotechnical investigations,mass grading, second and third party review,City review,technical review,and forensic investigations. As part of these projects,Mr.Lancaster has developed work proposals,schedules and cost estimates,set-up and managed both field and office phases of the projects and prepared and reviewed technical reports. He has been the primary City Engineering Geologist for Rancho Palos Verdes since 1998 and the primary City Engineering Geologist for Palos Verdes Estates since 2001 for all phases of the city's geologic needs including report review. In addition, he is the primary reviewer for the cities of Laguna Beach,Seal Beach,Lake Forest,Redondo Beach,Rosemead and Fountain Valley.As part of his duties at these cities he has reviewed well over a thousand projects and reports for completeness and code compliance. His field experience has included field mapping,surface logging of rotary,bucket auger,hollow stem and core borings, downhole geologic logging of bucket auger borings, downhole geophysical logging, geologic logging of exploratory trenches, installation of dewatering wells, installation of inclinometers and the installation of ground water monitoring wells. He has been the project manager for numerous large scale grading projects with grading in excess of 60 million cubic yards. His office experience includes background literature reviews, aerial photographic review, data analysis, report preparation, report review, and training of staff as well as office management including company budget review and preparation, staff and project management oversight, staff technical review, and new hire reviews. He is an active member of ICC Orange Empire Chapter. S:\Projects\KCG\2000\00146\00146-00\00146-00-Proposal for On-Call Services 6-15.doc 5 • City of Rancho Palos Verdes Public Works Department PN 00146-00 June 9,2015 DANTE P. DOMINGO, P.E. PRINCIPAL ENGINEER Mr. Domingo is a Licensed Civil Engineer in the State of California with more than 36 years of experience in geotechnical engineering. He has been responsible for planning field exploration and assigning laboratory tests. He both performs and supervises geotechnical engineering design and analysis including pile foundations, drilled piers, shallow foundation, liquefaction analysis, slope stability analysis, buttress designs, pavement, settlement analysis, and earth pressure analysis for retaining walls. He has been involved in designing major reinforced slope,reinforced earth-retaining structures,subgrade stabilization,and base material reinforcement by incorporating the utilization of geogrid. Mr. Domingo has been involved successfully in the project management, technical review, and project-level report writing of numerous projects including geotechnical work for large hillside and flat land residential, commercial, and industrial development projects; transportation corridors; public facilities; and individual residences.His recent projects include: California State University Long Beach Parking Structure, MacArthur Boulevard Widening Overcrossing 405 Freeway, Barranca Parkway Extension,Lower Peters Canyon Flood Control Channel,Hicks Canyon Channel and Oak Creek, Santa Clara; and Baypointe Apartments in Newport Beach. STEPHEN A. GUERRE, P.G., C.E.G. ASSOCIATE ENGINEERING GEOLOGIST Mr. Guerre is a Professional Geologist and a Certified Engineering Geologist in the State of California.He has more than 29 years experience in the geologic and soils-related field. Mr.Guerre has managed and been involved in the technical review and analysis aspects for various hillside and flatland residential and commercial developments, from the preliminary investigative phases to completion. He has performed feasibility investigations,environmental impact evaluations,grading plan reviews,field mapping, subsurface logging,landslide and slope stability investigations,large- scale fault investigations,forensic investigations,and second-and third-party geotechnical reviews for governing agencies. Mr. Guerre has been actively involved recently in the Brea Redevelopment Agency Downtown Projects,the Foothill Marketplace commercial center in Rancho Cucamonga,the Irvine Entertainment Center,the Lakeview Office Building Expansion within Spectrum 3 in the City of Irvine, the Mossimo Headquarters within Spectrum 4 in the City of Irvine, the San Paulo Apartment complex in Irvine,Crawford Canyon Road and associated residential developments in the City of Orange, and the Rivage residential development located in Newport. S:\Projects\KCG\2000\00146\00146-00\00146-00-Proposal for On-Call Services 6-15.doc 6 ' City of Rancho Palos Verdes Public Works Department PN 00146-00 June 9,2015 HANS TOLKSDORF, P.E. SENIOR ENGINEER Mr. Tolksdorf is a Registered Civil Engineer in the State of California with over 8 years of experience in geotechnical and civil engineering. His technical background in geotechnical engineering design and analysis includes conventional shallow foundations, pile foundations, liquefaction analysis, slope stability analysis, settlement analysis, and lateral earth pressure. Attention to detail and hands-on field experience contribute to his flexibility in developing safe and economical solutions in design. He applies construction experience toward a practical approach in developing solutions for complex civil engineering and infrastructure related issues. Hans is a senior engineer with Kling Consulting Group. As part of the team, he excels in project management, technical review, and report development. His projects have included residential, commercial, and public works development. He is a team leader with a positive attitude producing quality results.Hans has also worked on large scale projects for earth dams across the United States with the Army Corps of Engineers. Additionally, he worked overseas in Afghanistan during Operation Enduring Freedom to establish geotechnical soil laboratories and provide training to lab technicians throughout the southern half of the country. He authored the first certification for a concrete batch plant and rock quarry in Southern Afghanistan. CAPABILITY TO PERFORM REQUIRED TASKS We at KCG are always looking for new opportunities to expand our services that we can offer and new experience in areas. Our licensed and staff engineers and geologists are ready to respond to new project challenges. The City of Rancho Palos Verdes,with its complex geological and geotechnical environment, offers several challenges and unique opportunities to solve complicated engineering problems facing the City of Rancho Palos Verdes' infrastructure. With the number of licensed experienced professionals on staff, KCG will have a qualified professional available to participate in the geotechnical evaluation and design process, attend and give presentations to city meetings, and act as the City geologic and geotechnical engineering representative. INSURANCE AND INDEMIFICATIONS Our firm will provide all necessary insurance and indemnifications as is currently constituted in our existing contract with the City of Rancho Palos Verdes. S:\Projects\KCG\2000\00146\00146-00\00146-00-Proposal for On-Call Services 6-15.doc 7 ' City of Rancho Palos Verdes Public Works Department PN 00146-00 June 9, 2015 CLOSURE We appreciate this opportunity to submit our proposal for Engineering Geology and Geotechnical Engineering Services for the City of Rancho Palos Verdes Public Works Department. If you have any questions regarding this Statement of Qualifications,please do not hesitate to contact our office. Respectfully submitted, KLING CONSULTING GROUP i -.-4-e-ie ir,/ .1,, es M. Lancaster, C.E.G. Principal Engineerin:rologist JML:dmj Enclosures: 2014/2015 Fee Schedule S:\Projects\KCG\2000\00146\00146-00\00146-00-Proposal for On-Call Services 6-15.doc 8 City of Rancho Palos Verdes Public Works Department PN 00146-00 June 9, 2015 «A99 SCHEDULE OF FEES 2014/2015 Professional Service Fees: Executive Principal Engineer or Geologist $200.00/hr. Principal Engineer or Geologist $185.00/hr. Associate Engineer or Geologist $165.00/hr. Senior Project Engineer or Geologist $145.00/hr. Project Engineer or Geologist $135.00/hr. Senior Engineer or Geologist $125.00/hr. Senior Staff Engineer or Geologist $110.00/hr. Staff Engineer or Geologist $100.00/hr. *Supervisory Engineering Technician $105.00/hr. *Senior Engineering Technician $95.00/hr. *Engineering Technician $82.00/hr. *Technician Assistant $65.00/hr. *Special Inspection $55.00/hr. CADD Technician $85.00/hr. Word Processing $55.00/hr. Administrative Support $50.00/hr. *Does not include projects subject to prevailing wage. Prevailing wage rates will be determined on a project by project basis. Litigation Fees: Expert witness testimony is charged at$400.00/Hr. Other Expenses: (a) Normal field equipment such as nuclear gauge,sand cone,compaction check point and sampling equipment are included in the hourly rates above. (b) Digital Imaging handling,processing and storage fee charged at$20.00 for first 50 images and$20.00 for each 50 images thereafter. Digital image reproduction charged at$2.00 per page for plain paper and cost plus 20 percent for photo quality color images. (c) In-house reproduction expenses are charged at$0.15 per B/W sheet and$0.25 per color sheet. (d) Gas/Oxygen Meter is charged at$80.00/day. (e) Inclinometer and asphalt/concrete coring equipment is charged at$80.00/day. Asphalt/Concrete cores will also be subject to a$2.00 per core charge for cores up to 12 inches in length. (0 Laboratory samples will be held for 30 days from date of report. A storage fee will be assessed if longer storage is requested by the client in writing. (g) Special Inspection,including Deputy Inspection of concrete,welding,structural steel,roofing,fire proofing,etc. are charged at a 4 hour minimum. All observations based on a minimum of 4 hours and over 4 hours-8 hour minimum. S:\Projects\KCG\2000\00146\00146-00\00146-00-Proposal for On-Call Services 6-15.doc 9 ' • City of Rancho Palos Verdes Public Works Department PN 00146-00 June 9,2015 Outside Expenses: Outside services performed by others and direct costs incurred on the Client's behalf are invoiced at cost plus 15 percent. These expenses include rental of heavy equipment(i.e.,drill rigs,bulldozers,backhoes,cranes,etc.),travel and subsistence, permits,photographs,reproduction costs,expendable items,etc. Other Charges: The minimum charge for field inspection will be two hours. Overtime for technical and clerical staff will be charged at 1.4 times the hourly rate for work in excess of 8 hours on weekdays,work before 7 a.m.or after 5 p.m.,and all Saturdays. Work performed on Sundays and holidays will be charged at 1.75 times the hourly rate. Travel Time: Travel time required to provide professional or technical services will be charged at the appropriate rates. Terms of Payment: Invoices rendered for professional services are due upon presentation. A service charge of 0.5 percent per month may be charged on accounts not paid within 30 days to cover additional processing and carrying costs. In the event Client fails to pay any invoice to Kling Consulting Group, Inc. when due, KCG may immediately cease work hereunder until said payment,together with a service charge at the rate of six percent(6%)per annum(but not exceeding the maximum allowed by law)from the due date,has been received. Further,KCG may at its sole option and discretion refuse to perform any further work irrespective of payment from Client in the event Client fails to pay KCG for services rendered when said payments are due. Any attorney's fees or other costs incurred in collecting any delinquent account will be paid by the Client. Prepayments: A retainer of 50 percent of the total fee is required for projects with a total of$2,500.00 or less. The balance of the fee must be paid at the time the report is released to the Client. For all field studies,30 percent of the authorized fee will be invoiced immediately upon authorization to cover mobilization and heavy equipment costs. Invoices: Invoices will be provided periodically and will be formatted according to the fee categories set forth above. Professional Limitations: We intend to perform our services within industry standards;however,the total liability of Kling Consulting Group,Inc.,its officers,agents,employees,or successors to the client,arising out of or in connection with services provided,shall not exceed the invoiced amount for the services provided. This limit of Liability shall supersede all clauses to the contrary, implied or otherwise,in any client purchase order or contract,unless different terms are authorized in advance,in writing, by an officer of the company. This agreement shall not create any rights or benefits to parties other than the Client and the Consultant,except such other rights as may be specifically called for herein. Client and Kling Consulting Group,Inc.agree to allocate certain of the risks so that,to the fullest extent permitted by law, Kling Consulting Group, Inc.'s total liability to Client is limited to$50,000.00 or Kling Consulting Group, Inc.'s fee, whichever is greater,for any and all injuries,damages,claims,losses,expenses,or claim expenses(including attorney's fees) arising out of this Agreement from any cause or causes. Such causes included, but are not limited to, Kling Consulting Group,Inc.'s negligence,errors,omissions,strict liability,breach of contract,or breach of warranty. Client understands that dollar limits higher than that indicated above are available. If client wishes to discuss these other limits and their impact on Kling Consulting Group,Inc.'s fee,client should contact Kling Consulting Group,Inc. S:\Projects\KCG\2000\00146\00146-00\00146-00-Proposal for On-Call Services 6-15.doc 10