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Ardurra Group Inc - FY2021-017I. U CONTRACT SERVICES AGREEMENT By and Between CITY OF RANCHO PALOS VERDES and ARDURRA GROUP, INC for ON-CALL ENGINEERING, DESIGN, CONSTRUCTION OVERSIGHT AND INSPECTION SERVICES AGREEMENT FOR ON-CALL SERVICES BETWEEN THE CITY OF RANCHO PALOS VERDES AND ARDURRA GROUP, INC THIS AGREEMENT FOR ON-CALL SERVICES (herein Agreement") is made and entered into this on September 1, 2020 by and between the City of Rancho Palos Verdes, a California municipal corporation (`City") and Ardurra Group, Inc , a Florida corporation (`Consultant") City and Consultant may be referred to, individually or collectively, as Party" or Parties ' RECITALS A City has sought, by issuance of a Request for Proposals or invitation for Bids, the performance of the services defined and described particularly in Article 1 of this Agreement B Consultant, following submission of a proposal or bid for the performance of the services defined and described particularly in Article 1 of this Agreement, was selected by the City to perform those services C Pursuant to the City of Rancho Palos Verdes Municipal Code, City has authority to enter into and execute this Agreement D The Parties desire to formalize the selection of Consultant for performance of those services defined and described particularly in Article 1 of this Agreement and desire that the terms of that performance be as particularly defined and described herein OPERATIVE PROVISIONS NOW, THEREFORE, in consideration of the mutual promises and covenants made by the Parties and contained herein and other consideration, the value and adequacy of which are hereby acknowledged, the parties agree as follows ARTICLE 1. SERVICES OF CONSULTANT 1 1 Scope of Services In compliance with all terms and conditions of this Agreement, the Consultant shall provide those services specified in the "Scope of Services' attached hereto as Exhibit A" and incorporated herein by this reference, which may be referred to herein as the services" or ` work' hereunder As a material inducement to the City entering into this Agreement, Consultant represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the services required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the work and services contemplated herein Consultant shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein Consultant covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be both of good quality as well as fit for the purpose intended For purposes of this Agreement, the phrase `highest professional standards" shall mean those standards of practice recognized by one or more first-class firms performing similar work under similar circumstances 1 2 Consultant's Proposal The Scope of Service shall include the Consultant's scope of work or bid which shall be incorporated herein by this reference as though fully set forth herein In the event of any inconsistency between the terms of such proposal and this Agreement, the terms of this Agreement shall govern 1 3 Compliance with Law Consultant shall keep itself informed concerning, and shall render all services hereunder in accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental entity having jurisdiction in effect at the time service is rendered 1 4 Prevailing Wages Consultant acknowledges that some of the services assigned to Consultant may constitute a `public work" as that term is defined in Section 1720 of the California Labor Code If any of the services assigned hereunder are public works, Consultant shall comply with all applicable provisions of the California Labor Code, including those set forth in Exhibit E", incorporated herein by this reference 1 5 Licenses, Permits, Fees and Assessments Consultant shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Consultant s performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City, its officers, employees or agents of City, against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder 1 6 Familiarity with Work By executing this Agreement, Consultant warrants that Consultant (i) has thoroughly investigated and considered the scope of services to be performed, (ii) has carefully considered how the services should be performed, and (iii) fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement If the services involve work upon any site, Consultant warrants that Consultant has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder Should the Consultant discover any latent or unknown conditions, which will materially affect the performance of the services hereunder, Consultant shall immediately inform the City of such fact and shall not proceed except at Consultant's risk until written instructions are received from the Contract Officer - 2 - 01203 0006/664238 2 1 7 Care of Work The Consultant shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or other components thereof to prevent losses .or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City s own negligence 1 8 Further Responsibilities of Parties Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes of this Agreement Unless hereafter specified, neither party shall be responsible for the service of the other 1 9 Additional Services City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Consultant, incorporating therein any adjustment in (i) the Contract Sum for the actual costs of the extra work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Consultant Any increase in compensation of up to ten percent (10%) of the Contract Sum or $25,000, whichever is less, or, in the time to perform of up to one hundred eighty (180) days, may be approved by the Contract Officer Any greater increases, taken either separately or cumulatively, must be approved by the City Council It is expressly understood by Consultant that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services Consultant hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Consultant anticipates and that Consultant shall not be entitled to additional compensation therefor City may in its sole and absolute discretion have similar work done by other Consultants No claims for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed 1 10 Special Requirements Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the ' Special Requirements' attached hereto as Exhibit B' and incorporated herein by this reference in the event of a conflict between the provisions of Exhibit ' B" and any other provisions of this Agreement, the provisions of Exhibit 'B ' shall govern ARTICLE 2 COMPENSATION AND METHOD OF PAYMENT 2 1 Contract Sum Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the Schedule of Compensation" attached hereto as Exhibit "C' and incorporated herein by this reference The total compensation, including reimbursement for - 3 - 01203 0006/664238 2 actual expenses, shall not exceed $180,000 (One Hundred Eighty Thousand Dollars) (the `Contract Sum'), unless additional compensation is approved pursuant to Section 1 9 2 2 Method of Compensation The method of compensation may include (i) a lump sum payment upon completion, (ii) payment in accordance with specified tasks or the percentage of completion of the services, less contract retention, (iii) payment for time and materials based upon the Consultant's rates as specified in the Schedule of Compensation, provided that (a) time estimates are provided for the performance of sub tasks, (b) contract retention is maintained, and (c) the Contract Sum is not exceeded, or(iv) such other methods as may be specified in the Schedule of Compensation 2 3 Reimbursable Expenses Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4 5, and only if specified in the Schedule of Compensation The Contract Sum shall include the attendance of Consultant at all project meetings reasonably deemed necessary by the City Coordination of the performance of the work with City is a critical component of the services If Consultant is required to attend additional meetings to facilitate such coordination, Consultant shall not be entitled to any additional compensation for attending said meetings 2 4 Invoices Each month Consultant shall furnish to City an onginal invoice for all work performed and expenses incurred during the preceding month in a form approved by City's Director of Finance By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of the Agreement The invoice shall contain all information specified in Exhibit 'C' , and shall detail charges for all necessary and actual expenses by the following categories labor (by sub-category), travel, materials, equipment, supplies, and sub- contractor contracts Sub-contractor charges shall also be detailed by such categories Consultant shall not invoice City for any duplicate services performed by more than one person City shall independently review each invoice submitted by the Consultant to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement Except as to any charges for work performed or expenses incurred by Consultant which are disputed by City, or as provided in Section 7 3, City will use its best efforts to cause Consultant to be paid within forty-five (45) days of receipt of Consultant's correct and undisputed invoice, however, Consultant acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission Review and payment by City for any invoice provided by the Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law 2 5 Waiver Payment to Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant - 4 - 01203 0006/664238 2 ARTICLE 3 PERFORMANCE SCHEDULE 3 1 Time of Essence Time is of the essence in the performance of this Agreement 3 2 Schedule of Performance Consultant shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the `Schedule of Performance" attached hereto as Exhibit D' and incorporated herein by this reference When requested by the Consultant, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding one hundred eighty(180) days cumulatively 3 3 Force Majeure The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Consultant, including, but not restricted to, acts of God or of the public enemy unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified The Contract Officer's determination shall be final and conclusive upon the parties to this Agreement In no event shall Consultant be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Consultant's sole remedy being extension of the Agreement pursuant to this Section 3 4 Term Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding June 30, 2023, except as otherwise provided in the Schedule of Performance (Exhibit D") The City may, in its sole discretion, extend the Term for one additional one-year term ARTICLE 4. COORDINATION OF WORK 4 1 Representatives and Personnel of Consultant The following principals of Consultant ( `Principals') are hereby designated as being the principals and representatives of Consultant authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith Robert Merrell, PE Senior Project Manager (Name) (Title) - 5 - 01203 0006/664238 2 Anissa Voyiatzes, PE Group Leader, Engineering Services (Name) (Title) It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder All personnel of Consultant, and any authorized agents, shall at all times be under the exclusive direction and control of the Principals For purposes of this Agreement, the foregoing Principals may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express wntten approval of City Additionally, Consultant shall utilize only competent personnel to perform services pursuant to this Agreement Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant's staff and subcontractors, if any, assigned to perform the services required under this Agreement Consultant shall notify City of any changes in Consultant's staff and subcontractors, if any, assigned to perform the services required under this Agreement, prior to and during any such performance 4 2 Status of Consultant Consultant shall have no authority to bind City in any manner, or to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City Consultant shall not at any time or in any manner represent that Consultant or any of Consultant's officers, employees, or agents are in any manner officials, officers, employees or agents of City Neither Consultant, nor any of Consultant's officers, employees or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City's employees Consultant expressly waives any claim Consultant may have to any such rights 4 3 Contract Officer The Contract Officer shall be Ron Dragoo, City Engineer, or such person as may be designated by the City Manager It shall be the Consultant's responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Consultant shall refer any decisions which must be made by City to the Contract Officer Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer The Contract Officer shall have authority, if specified in writing by the City Manager, to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement 4 4 Independent Consultant Neither the City nor any of its employees shall have any control over the manner, mode or means by which Consultant, its agents or employees, perform the services required herein, except as otherwise set forth herein City shall have no voice in the selection, discharge, supervision or control of Consultant's employees, servants, representatives or agents, or in fixing their number, compensation or hours of service Consultant shall perform all services required herein as an - 6 - 01203 0006/664238 2 independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City City shall not in any way or for any purpose become or be deemed to be a partner of Consultant in its business or otherwise or a joint venturer or a member of any joint enterprise with Consultant 4 5 Prohibition Against Subcontracting or Assignment The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for the City to enter into this Agreement Therefore, Consultant shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Consultant, taking all transfers into account on a cumulative basis In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void No approved transfer shall release the Consultant or any surety of Consultant of any liability hereunder without the express consent of City ARTICLE 5 INSURANCE AND INDEMNIFICATION 5 1 Insurance Coverages Without limiting Consultant's indemnification of City, and prior to commencement of any services under this Agreement, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City (a) General liability insurance Consultant shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage The policy must include contractual liability that has not been amended Any endorsement restricting standard ISO insured contract' language will not be accepted (b) Automobile liability insurance Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with Services to be performed under this Agreement, including coverage for any owned, hired, non- owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident (c) Professional liability (errors & omissions) insurance Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of$1,000,000 per claim and in the aggregate Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement and Consultant agrees to maintain continuous coverage through a period no less than three (3) years after completion of the services required by this Agreement - 7 - 01203 0006/664238 2 (d) Workers' compensation insurance Consultant shall maintain Workers Compensation Insurance (Statutory Limits) and Employer's Liability Insurance (with limits of at least $1,000,000) (e) Subcontractors Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor All coverages for subcontractors shall include all of the requirements stated herein (f) Additional Insurance Policies of such other insurance, as may be required in the Special Requirements in Exhibit B' 5 2 General Insurance Requirements (a) Proof of insurance Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation Insurance certificates and endorsements must be approved by City s Risk Manager prior to commencement of performance Current certification of insurance shall be kept on file with City at all times during the term of this Agreement City reserves the right to require complete, certified copies of all required insurance policies, at any time (b) Duration of coverage Consultant shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Services hereunder by Consultant, its agents, representatives, employees or subconsultants (c) Primary/noncontributing Coverage provided by Consultant shall be primary and any insurance or self-insurance procured or maintained by City shall not be required to contribute with it The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non- contributory basis for the benefit of City before the City s own insurance or self-insurance shall be called upon to protect it as a named insured (d) City s rights of enforcement In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments In the alternative, City may cancel this Agreement (e) Acceptable insurers All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or that is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders Rating of A- (or higher) and Financial Size Category Class VI (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager (f) Waiver of subrogation All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or - 8 - 01203 0006/664238 2 appointed officers, agents, officials, employees and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants (g) Enforcement of contract provisions (non-estoppel) Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder (h) Requirements not limiting Requirements of specific coverage features or limits contained in this section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type If the Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the Consultant Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City (i) Notice of cancellation Consultant agrees to oblige its insurance agent or broker and insurers to provide to City with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage (1) Additional insured status General liability policies shall provide or be endorsed to provide that City and its officers, officials, employees, and agents, and volunteers shall be additional insureds under such policies This provision shall also apply to any excess/umbrella liability policies (k) Prohibition of undisclosed coverage limitations None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing (I) Separation of insureds A severability of interests provision must apply for all additional insureds ensuring that Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer's limits of liability The policy(ies) shall not contain any cross-liability exclusions (m) Pass through clause Consultant agrees to ensure that its subconsultants, subcontractors, and any other party involved with the project who is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage and endorsements required of Consultant Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section Consultant agrees that upon request, all agreements with consultants, subcontractors, and others engaged in the project will be submitted to City for review (n) Agency s right to revise specifications The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by - 9 - 01203 0006/664238 2 giving the Consultant ninety (90) days advance written notice of such change If such change results in substantial additional cost to the Consultant, the City and Consultant may renegotiate Consultant's compensation (o) Self-insured retentions Any self-insured retentions must be declared to and approved by City City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible Self-insurance will not be considered to comply with these specifications unless approved by City (p) Timely notice of claims Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant s performance under this Agreement, and that involve or may involve coverage under any of the required liability policies (q) Additional insurance Consultant shall also procure and maintain at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work 5 3 Indemnification To the full extent permitted by law, Consultant agrees to indemnify, defend and hold harmless the City, its officers, employees and agents (` Indemnified Parties") against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein `claims or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Consultant is legally liable ( indemnitors"), or arising from Consultant's or indemnitors' reckless or willful misconduct, or ansing from Consultant's or indemnitors' negligent performance of or failure to perform any term provision, covenant or condition of this Agreement, and in connection therewith (a) Consultant will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys fees incurred in connection therewith, (b) Consultant will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Consultant hereunder, and Consultant agrees to save and hold the City, its officers, agents, and employees harmless therefrom, (c) In the event the City its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Consultant for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or - 10 - 01203 0006/664238 2 employees in such action or proceeding, including but not limited to, legal costs and attorneys' fees Consultant shall incorporate similar indemnity agreements with its subcontractors and if it fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and failure of City to monitor compliance with these provisions shall not be a waiver hereof This indemnification includes claims or liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Consultant in the performance of professional services hereunder The provisions of this Section do not apply to claims or liabilities occurring as a result of City's sole negligence or willful acts or omissions, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City s negligence, except that design professionals' indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness or willful misconduct of the design professional The indemnity obligation shall be binding on successors and assigns of Consultant and shall survive termination of this Agreement 5 4 Sufficiency of Insurer Insurance required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated A" or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the Risk Manager of the City ( Risk Manager") due to unique circumstances If this Agreement continues for more than 3 years duration, or in the event the risk manager determines that the work or services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Consultant agrees that the minimum limits of the insurance policies may be changed accordingly upon receipt of written notice from the Risk Manager ARTICLE 6 RECORDS, REPORTS, AND RELEASE OF INFORMATION 61 Records Consultant shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and services performed hereunder (the `books and records"), as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services Any and all such documents shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed The Contract Officer shall have full and free access to such books and records at all times dunng normal business hours of City, including the right to inspect, copy, audit and make records and transcnpts from such records Such records shall be maintained for a period of three (3) years following completion of the services hereunder, and the City shalt have access to such records in the event any audit is required In the event of dissolution of Consultant's business, custody of the books and records may be given to City, and access shall be provided by Consultant's successor in interest Notwithstanding the above, the Consultant shall fully cooperate with the City in providing access to the books and records if a public records request is made and disclosure is required by law including but not limited to the California Public Records Act - 11 - 01203 0006/664238 2 6 2 Reports Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require Consultant hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement For this reason, Consultant agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein or, if Consultant is providing design services, the cost of the project being designed, Consultant shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Consultant is providing design services, the estimated increased or decreased cost estimate for the project being designed 6 3 Ownership of Documents All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials (the 'documents and materials") prepared by Consultant, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder Any use, reuse or assignment of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Consultant will be at the City's sole risk and without liability to Consultant, and Consultant s guarantee and warranties shall not extend to such use, reuse or assignment Consultant may retain copies of such documents for its own use Consultant shall have the right to use the concepts embodied therein All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom Moreover, Consultant with respect to any documents and materials that may qualify as works made for hire" as defined in 17 U S C § 101, such documents and materials are hereby deemed "works made for hire" for the City 6 4 Confidentiality and Release of Information (a) All information gained or work product produced by Consultant in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant Consultant shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the Contract Officer (b) Consultant, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement Response to a subpoena or court order shall not be considered "voluntary" provided Consultant gives City notice of such court order or subpoena - 12 - 01203 0006/664238 2 (c) If Consultant, or any officer, employee, agent or subcontractor of Consultant, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorneys fees, caused by or incurred as a result of Consultant's conduct (d) Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed there under City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response ARTICLE 7 ENFORCEMENT OF AGREEMENT AND TERMINATION 7 1 California Law This Agreement shall be interpreted, construed and governed both as to validity and to performance of the parties in accordance with the laws of the State of California Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action In the event of litigation in a U S District Court, venue shall lie exclusively in the Central District of California, in the County of Los Angeles, State of California 7 2 Disputes, Default In the event that Consultant is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default Instead, the City may give notice to Consultant of the default and the reasons for the default The notice shall include the timeframe in which Consultant may cure the default This timeframe is presumptively thirty (30) days, but may be extended, though not reduced, if circumstances warrant During the period of time that Consultant is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices In the alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default If Consultant does not cure the default, the City may take necessary steps to terminate this Agreement under this Article Any failure on the part of the City to give notice of the Consultant's default shall not be deemed to result in a waiver of the City's legal rights or any rights arising out of any provision of this Agreement 7 3 Retention of Funds Consultant hereby authorizes City to deduct from any amount payable to Consultant (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Consultant's acts or omissions in performing or failing to perform Consultant's - 13 - 01203 0006/664238 2 obligation under this Agreement In the event that any claim is made by a third party, the amount or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Consultant to insure, indemnify, and protect City as elsewhere provided herein 7 4 Waiver Waiver by any party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant Waiver by any party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any provision of this Agreement Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of the provisions of this Agreement No delay or omission in the exercise of any right or remedy by a non-defaulting party on any default shall impair such right or remedy or be construed as a waiver Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement 7 5 Rights and Remedies are Cumulative Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the nghts and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party 7 6 Legal Action In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement Notwithstanding any contrary provision herein, Consultant shall file a statutory claim pursuant to Government Code Sections 905 et seq and 910 et seq , in order to pursue a legal action under this Agreement 7 7 Termination Pnor to Expiration of Term This Section shall govern any termination of this Contract except as specifically provided in the following Section for termination for cause The City reserves the right to terminate this Contract at any time, with or without cause, upon 15 (fifteen) days' written notice to Consultant, except that where termination is due to the fault of the Consultant, the period of notice may be such shorter time as may be determined by the Contract Officer In addition, the Consultant reserves the right to terminate this Contract at any time, with or without cause, upon sixty (60) days' written notice to City, except that where termination is due to the fault of the City, the period of notice may be such shorter time as the Consultant may determine Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer Except where the Consultant has initiated termination, the Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer - 14 - 01203 0006/664238 2 thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7 3 In the event the Consultant has initiated termination, the Consultant shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder In the event of termination without cause pursuant to this Section, the terminating party need not provide the non-terminating party with the opportunity to cure pursuant to Section 7 2 7 8 Termination for Default of Consultant If termination is due to the failure of the Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7 2, take over the work and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Consultant for the purpose of set-off or partial payment of the amounts owed the City as previously stated 7 9 Attorneys Fees If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees Attorney's fees shall include attorney's fees on any appeal, and in addition a party entitled to attorney s fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment ARTICLE 8 CITY OFFICERS AND EMPLOYEES NON-DISCRIMINATION 8 1 Non-liability of City Officers and Employees No officer or employee of the City shall be personally liable to the Consultant, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Consultant or to its successor, or for breach of any obligation of the terms of this Agreement 8 2 Conflict of Interest Consultant covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Consultant's performance of services under this Agreement Consultant further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of the Contract Officer Consultant agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement - 15 - 01203 0006/664238 2 No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which affects her/his financial interest or the financial interest of any corporation, partnership or association in which (s)he is, directly or indirectly, interested, in violation of any State statute or regulation The Consultant warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement 8 3 Covenant Against Discrimination Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class in the performance of this Agreement Consultant shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class 8 4 Unauthorized Aliens Consultant hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U S C A §§ 1101, et seq , as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein Should Consultant so employ such unauthorized aliens for the performance of work and/or services covered by this Agreement, and should any liability or sanctions be imposed against City for such use of unauthorized aliens, Consultant hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorneys' fees, incurred by City ARTICLE 9. MISCELLANEOUS PROVISIONS 91 Notices Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer (with her/his name and City title), City of Rancho Palos Verdes, 30940 Hawthorne Blvd , California 90275 and in the case of the Consultant, to the person(s) at the address designated on the execution page of this Agreement Either party may change its address by notifying the other party of the change of address in writing Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section 9 2 Interpretation The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply - 16 - 01203 0006/664238 2 - 17 - 01203.0006/664238.2 9.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. 9.4 Integration; Amendment. This Agreement including the attachments hereto is the entire, complete and exclusive expression of the understanding of the parties. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Consultant and by the City Council. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void. 9.5 Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 9.6 Warranty & Representation of Non-Collusion. No official, officer, or employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of City participate in any decision relating to this Agreement which may affect his/her financial interest or the financial interest of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any State or municipal statute or regulation. The determination of “financial interest” shall be consistent with State law and shall not include interests found to be “remote” or “noninterests” pursuant to Government Code Sections 1091 or 1091.5. Consultant warrants and represents that it has not paid or given, and will not pay or give, to any third party including, but not limited to, any City official, officer, or employee, any money, consideration, or other thing of value as a result or consequence of obtaining or being awarded any agreement. Consultant further warrants and represents that (s)he/it has not engaged in any act(s), omission(s), or other conduct or collusion that would result in the payment of any money, consideration, or other thing of value to any third party including, but not limited to, any City official, officer, or employee, as a result of consequence of obtaining or being awarded any agreement. Consultant is aware of and understands that any such act(s), omission(s) or other conduct resulting in such payment of money, consideration, or other thing of value will render this Agreement void and of no force or effect. Consultant’s Authorized Initials _______ 9 7 Corporate Authority The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) that entering into this Agreement does not violate any provision of any other Agreement to which said party is bound This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties [SIGNATURES ON FOLLOWING PAGE] - 18 - 01203 0006/664238 2 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written CITY CITY OF RANCHO PALOS VERDES, a municipal corporation flJ4VJJJt(j ohn Cluikshank, Mayor ATTEST ✓ (Pc0240414— j-ii,ix. G--. Emily Colborn, City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP A), William W er, City Attorney CONSULTANT ARDURRA GROUP, INC , a Flonda corporation By , Name Catherine Cahill Title Chief Financial Officer By6: ../_:ofet,..__ _-/---;--z---7.---z-- —_____ Nam VSA IA" Pentki 14 P]G Title Vic Pi2t-c1DeA/T/mAni- erm acifit}(_ Address 3-737 G ird, -(--tat,-)-1 2So Nevjfo/',T VC-AGN- , CA- 9a(PO o Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups 1) Chairman of the Board, President or any Vice President, and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer CONSULTANT'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY - 19 - 01203 000W664238 2 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document STATE OF CALIFORNIA-Ftortid0 COUNTY OF-LOS-ANGELES-l-‘'' ri+t -Doc(e On Au9uS1-2rb , 2020 before me,C'y i sti nq Hd Vpc(, personally appeared CO-I-her in L Cahl I I, proved to me on the basis of satisfactory evidence to be the person(s)whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument 1 certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct WITNESS my hand and official seal I ,,� CRISTINA R HARPER Signature hittliii27-ks Notary Public State of Florida ;, n► Commission:GG 254365 'nor r:cr My Comm Expires Aug 30 2022 F Bonded through National Notary Assn OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ❑ INDIVIDUAL ❑ CORPORATE OFFICER TITLE OR TYPE OF DOCUMENT TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL NUMBER OF PAGES O ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER DATE OF DOCUMENT SIGNER IS REPRESENTING (NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE 01203 0006/664238 2 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached and not the truthfulness,accuracy or validity of that document STATE OF CALIFORNIA RS- COUNTY OF L O A -JE `?t 12J , On 2020 before me,R t40-1-AR-=1'?"-e3—‘F-personally appeared cv") 41•.E., proved to me on the basis of satisfactory evidence to be the person(a) whose names(') is/afe subscribed to the within instrument and acknowledged to me that /she/hey executed the same in his/her/thew authorized capacity({es-), and that by -Itts/her/hetr signature($ on the instrument the person(s), or the entity upon behalf of which the persons} acted, executed the instrument I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct SHANE JOHNSON WITNESS m hand and offic .1 seal a .%jNryPubIIcCaIIfOrnI1a "y Orange County z �'r� ' Commission #2163113 Signature k 4 I 111, My Comm Expires Sep 16 2020[ OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ❑ INDIVIDUAL ❑ CORPORATE OFFICER TITLE OR TYPE OF DOCUMENT TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL NUMBER OF PAGES ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER DATE OF DOCUMENT SIGNER IS REPRESENTING (NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE 01203 0006/664238 2 EXHIBIT "A" SCOPE OF SERVICES I Consultant will provide on-call design and construction management services, as more fully detailed below. The Consultant has been selected to provide services of a certain nature which will be readily available for a fixed rate when needed However, before any work is performed, the Consultant must provide a specific written proposal for any requested services and get written approval of the terms of the proposal from the City, as such process is more fully described herein Unless specifically defined, each category or type of work listed below shall be construed broadly to include all services customarily described under such category or type A Engineering Design Services 1 Engineering Design Services includes projects such as a residential street rehabilitation project, a street widening project, a curb, gutter, and sidewalk replacement project, and a storm drain project A typical Engineering Design Services project will include, but not BE limited to the following tasks a Review of existing records b Prepare engineering plans and profiles/details c Attend bi-weekly meetings during design phase d Prepare technical specifications and special provisions e Prepare Engineer's Estimate f Coordinate the design efforts with all utilities and obtain utility clearance from all utilities g Attend pre-bid and pre-construction meetings h Prepare any necessary addendum/respond to all questions raised by prospective bidders i Provide deliverable and as-built drawings (one set of reproducible plans for construction at the end of construction, prepare "as-built" drawings and submit final drawings electronically on CD in CAD and PDF formats, geodatabases or CIS shape files at the closing of the project), Construction support i Review submittals/shop drawings 01203 0006/664238 2 ii Review design change requests in Respond to questions regarding the technical provisions, design drawings, conflicts, etc B Construction Oversight and Inspection Services 1 A typical Construction Oversight and Inspection Services project will include, but is not limited to the following elements a Safety Consultant will recommend key safety provisions to require the contractor to have competent safety personnel and site specific safety programs employed on the project at all times and will monitor the contractor's operations for compliance with the project safety requirements and requisite provisions of state and federal Law b Public Relations Consultant will take a proactive approach to reach out to the public, resulting in the successful completion of public works improvement projects in close proximity to adjacent property owners The projects are adjacent to varying densities of residential properties as well as retail, commercial and educational uses Strict adherence to allowable working hours, and noise and dust control requirements will be imperative to minimize impacts Consultant will intensify and continue the public relations effort as the start of construction nears and throughout the duration of the project c Protocol and Communication Protocol will be determined as appropriate for each project and maintained for the project duration Communications and correspondence will be handled in a professional and respectful manner Consultant will act as the hub of communication with timely distribution of requisite correspondence and documentation to all respective stakeholders as applicable In addition to time-tested and efficient construction administration and project controls procedures, documents and programs, Consultant also offers the web-based collaboration of Procore Procore is a widely used cloud-based construction software that maximizes the efficiency of managing construction projects while connecting project participants to critical project documents and real-time project data d Quality Assurance/Quality Control (QA/QC) Management Process Consultant will utilize standardized project electronic filing system, which is mirrored with a binder-based hard copy indexed system Consultant s electronic filing system is a cloud-based system accessible real-time to all project team members as well as its client as requested Daily, weekly and periodic correspondence, logs and reports are regularly reviewed for 01203 0006/664238 2 accuracy, up to date maintenance, aging, and escalation of issues, appropriateness, potential changes and/or claims and contract compliance e Buildability/Constructability Conducting a biddability/constructability review of construction bid documents typically results in savings substantially exceeding the cost of the review services Public bid documents consist of many separate sections, plans, permits and reference standards Consultant is very well versed in reviewing public bid documents to identify potential conflicts, omissions and/or recommendations for alternative methods or products to achieve similar to better results at equivalent or less cost f Temporary and Permanent Utilities Early and continuous coordination with utilities is imperative to ensure timely availability of temporary and permanent services Consultant has extensive experience assisting contractors in dealing with local utilities on complex utility coordination projects for other agencies as well as for utility agencies directly g Storm Water Pollution Prevention Plan Bidders should be clearly apprised of the minimum requirements to mitigate storm water dunng each phase of construction It is recommended a SWPPP be included in the bid package with corresponding separate bid items Additionally, the Consultant has acted as the data submitter for several local agencies, and implemented the NOI application, uploading of various reports and processing of the NOT h Availability of Suitable Import Significant delays can occur if suitable import matenal is not found within a reasonable distance from the site The specifications should be clear on the minimum radius from which the contractor should be required to import soils Depending on the criteria of the soils report, screening or other processing requirements should be stipulated in the bid documents should local material not be required Minimum documentation requirements should also be detailed to qualify a contractor's request for additional, non-compensable delay days if the availability of soils is purported to impact the schedule i Schedule The ability of the Consultant to monitor, track and control the contractor rests largely on the adequacy of the specifications and schedule requirements set forth to the contractor Consultant will recommend time tested language for incorporation into the bid documents to establish useful and fair scheduling requirements to keep a proactive look-ahead tool for the project Additionally, these requirements will include provisions to establish clear procedures for addressing only legitimate impacts to project time, thereby minimizing the need for delay related change orders, disputes and their resulting costs Consultant will 01203 0006/664238 2 work proactively and cooperatively with contractors on a weekly basis to review and coordinate upcoming activities, drilling down on each activity to identify key quality assurance, safety, pedestrian control, submittals and/or documentation requirements necessary to successfully implement upcoming activities Substitutions and Submittals Timely procurement of materials and equipment for any building construction project is imperative By submitting its bid, the contractor is indicating it can successfully procure and construct the necessary components within the allotted time Consultant will recommend provisions to be added to the specifications to require that the contractor clearly identifies required lead times for all components of the project through a detailed, subsection by subsection submittal log, tied to the critical path schedule Consultant will assist the City to continuously monitor that the contractor submits each item in a timely manner and that the review and approval of each item is not unnecessarily delayed by the City and/or A/E review process Responses will be clearly documented to note the contractor's failure to meet specification requirements, thereby maintaining the contractor's responsibility to meet the contract completion deadline Any substitution requests will only be processed for consideration if the item is considered equal or a substantial savings can be identified with little or no degradation to the quality or function intended for the specified item k Requests for Information (RFIs) Consultant will receive review, expedite, and process responses to contractor RFIs Contractors typically utilize the RFI process to initiate changes on construction contracts Consultant will review all RFIs and clearly document that responses are clarification and that no additional cost or time will be considered Should a response to an RFI appear to potentially impact cost or time, Consultant will identify and recommend implementation of the most cost and quality effective alternative to the City and expedite implementation with the contractor I Contractor's Representation Consistent and competent representation by the contractor is a key factor in the successful completion of any building project Consultant will recommend clear and specific requirements for inclusion into the bid documents to establish 1) The minimum percentage of work required to be performed by the prime contractor 2) documentation requirements for verification of the amount of work to be subcontracted 3) Requirements for the contractor's full time project management, safety officer and superintendence throughout the project and 4) Minimum qualifications for the contractor's project manager, safety officer and superintendent 01203 0006/664238 2 m Change Management/Claims Resolution Consultant will implement its time-tested claims management process to minimize changes to the project and avoid claims such that the project can be quickly and successfully closed out The basis for Consultant's procedures is a well-organized documentation system, a keen understanding of the construction process, exceptionally qualified staff and fair and firm negotiations Consultant will not defer difficult issues and will process only change issues that have been analyzed and determined to have merit Those items will only be recommended for consideration when the most reasonable cost and time have been negotiated and all alternatives to avoid the impact have been exhausted and/or resolved n Compliance with Federal Requirements Consultant has a keen understanding of the Local Assistance Procedures Manual (LAPM), and Caltrans Oversight three review process As a result, projects will be delivered with well-organized and complete documentation that includes all the requirements to ensures compliance with federal requirements such that reimbursements are processed in a timely manner II Work Request Procedure A Each task to be performed shall be set forth in a written request ( `Request' ) produced by the Contract Officer with a description of the work to be performed, and the time desired for completion All tasks shall be carried out in conformity with all provisions of this Agreement B Following receipt of the Request, the Consultant shall prepare a ' Task Proposal" that includes the following components 1 a written description of the requested task ( Task Description") including all components and subtasks, and including any clarifications of the descriptions provided in the Request, 2 the costs to perform the task ( Task Budget"), 3 an explanation of how the cost was determined, and 4 a schedule for completion of the task (` Task Completion Schedule"), including a final completion date(`Task Completion Date") C Contract Officer shall approve modify, or reject the Task Proposal in writing, and issue a Notice to Proceed when a written agreement has been reached on the Task Proposal D The task shall be performed at a cost not exceeding the Task Budget 01203 0006/664238 2 E Consultant shall complete the task and deliver all deliverables to Contract Officer by the Task Completion Date and in accordance with the Task Completion Schedule III Consultant acknowledges that City has no obligation to request work from Consultant under this Agreement City may establish a rotation schedule with multiple consultants, and may seek competing Task Proposals IV In addition to the requirements of Section 6 2, during performance of the Services, Consultant will keep the City appraised of the status of performance by delivering the following status reports A Consultant shall provide to City a weekly written summary of progress on all approved Task Proposals for services lasting longer than one week V All work product is subject to review and acceptance by the City, and must be revised by the Consultant without additional charge to the City until found satisfactory and accepted by City VI Consultant will utilize the following personnel to accomplish the Services A Bob Merrell, Project Manager B Joe Buckner, Roadway and Drainage C Miguel Hurtado, Roadway D Dino D'Emilia, Project Manager, Construction Services E John Wolitarsky, CM F Earl Schwartz, CM G Joe Stakley, CM/Inspector H Scott Neumann, CM/Inspector I Al Aguilera, Construction Inspection J Omar Alameddine, Construction Inspection K Brian Briones, Construction Inspection L Douglas Davidson, Construction Inspection M Paul West, Construction Inspection 01203 0006/664238 2 N Manuel Briones, Construction Inspection 0 Don Wren, Jr , Construction Inspection P Keith Forbes, Construction Inspection Q John Dela Cruz, Construction Inspection R Gary Lozonne, Construction Inspection S Pat Madsen, Construction Inspection T Christian Ott, Construction Inspection U Matt Reagan, Construction Inspection V Mark Sanchez, Construction Inspection 01203 0006/664238 2 EXHIBIT "B" SPECIAL REQUIREMENTS (Superseding Contract Boilerplate) Added text is indicated in bold italics, deleted text is indicated in strip I. Section 7 10, Liquidated Damages, is added to read 710 Liquidated Damages. Since the determination of actual damages for any delay in performance of this Agreement would be extremely difficult or impractical to determine in the event of a breach of this Agreement, the Consultant and its sureties shall be liable for and shall pay to the City the sum of$50 (Fifty Dollars) as liquidated damages for each working day of delay in the performance of any service required hereunder, as specified in the Task Completion Schedule. The City may withhold from any monies payable on account of services performed by the Consultant any accrued liquidated damages Pursuant to Government Code Section 4215, Consultant shall not be assessed liquidated damages for delay in completion of the project when such delay was caused by the failure of the public agency or owner of the utility to provide for removal or relocation of utility facilities. 01203 0006/664238 2 EXHIBIT "C" SCHEDULE OF COMPENSATION I Consultant shall perform the on-call services at the rates listed in Exhibit C-1 The rates provided in Exhibit C-1 may not be escalated during the term of this Agreement Estimated quantities listed in Exhibit C-1, if any, are for the purpose of estimation only Actual quantities and compensation will depend on the needs of the City II Within the budgeted amounts for each task in the Task Budget, and with the approval of the Contract Officer, funds may be shifted from one Task subbudget to another so long as the Task Budget is not exceeded. III. The City will compensate Consultant for the Services performed upon submission of a valid invoice Each invoice shall be accompanied by all Task Proposal's for which Consultant is requesting compensation. Each invoice is to include A Line items for all personnel describing the work performed, the number of hours worked, and the hourly rate B. Line items for all materials and equipment properly charged to the Services C. Line items for all other approved reimbursable expenses claimed, with supporting documentation D Line items for all approved subconsultant labor, supplies, equipment, materials, and travel properly charged to the Services IV The total compensation for the Services shall not exceed the Contract Sum as provided in Section 2.1 of this Agreement. The total Task Budget for any work request shall not exceed $60,000 01203 0006/664238 2 EXHIBIT "C-1" RATES I. Consultant will provide Engineering Design Services at the following rates: Staff Hourly Rate Principal $230 QA/QC Manager $215 Project Manager IV $220 Project Manager III $195 Project Manager II $185 Project Manager I $175 Project Engineer IV $190 Project Engineer III $180 Project Engineer II $175 Project Engineer I $165 Support Engineer II $160 Support Engineer I $155 Project Designer III* $145 Project Designer II* $135 Project Designer I* $125 CADD Drafter III* $120 CADD Drafter II* $115 CADD Drafter I* $110 Public Works Technician I* $105 Administrative Assistant $100 *Positions noted with an asterisk are subject to overtime rates billed at 1.5 times regular rates for all time over 8 hours in a single day or work performed on Saturday and double time rates for work performed on Sundays and Holidays. 01203.0006/664238.2 II. Consultant will provide Construction Oversight and Inspection Services at the following rates: Staff Rate 1 Principal $230 Project Executive $220 Sr. Program Manager $200 Program Manager $190 Sr. Project Manager $200 Project Manager $190 Asst.Project Manager $175 Sr.Construction Manager $190 Construction Manager $185 Asst.Construction Manager $175 Structures Representative $220 Project Controls Engineer $130 Labor Compliance,Documents $125 Regular Overtime Time StaffSunday/ Rate 1 Mon—Fri Z Sat.2 Holiday Public Works Inspector(Prevailing Wage);'5'6 $135 $189 $189 $243 Public Works Inspector(Prevailing Wage-Special Shift)3'''s' 6 $138 $193 $193 $248 Accessability Expert/CASp Inspector 6 5250 $350 $350 $450 DSA/OSHPD Inspector of Record 6 $190 $266 $266 $342 Deputy Inspection(Prevailing Wage)3's,6 $130 $182 $182 $234 NDT Testing(Prevailing Wage)3's'6 $145 $203 $203 $261 Public Works Inspector(Non-Prevailing Wage)6 $118 $165 $165 $212 IThe above hourly rates include wages, fringe and general and administrative overhead and fee, as well as typical supplies, tools and equipment required to perform services. 2Rate applies to the first four hours of overtime during the week; all overtime in excess of four hours is paid at the Sunday/ holiday rate. 3Prevailing Wage Rates are subject to increases pursuant to the State of California's Department of Industrial Relations Wage Rate Determinations. Ardurra's Billing Rates take into account the DIR increase, plus overhead and profit. The current rates are based on Determination # SC-23- 63-2-2019-1D Issued 8/22/2019 (including the predetermined increases on 7/1/2020 and 7/1/2021). Actual rates may be lower than published depending on timing of assignments. 01203.0006/664238 2 4A Special Shift is any shift that starts after 5 OOPM and before 6 00 AM 'The following minimum callout applies to Inspection staff, in accordance with Industrial Welfare Commission Order No 16-2001 Cancellation of 8 hours scheduled inspection after inspector's arrival on site 4-hour minimum Cancellation of 4 hours scheduled inspection after inspector's arrival on site 2-hour minimum 6For contracts involving public works inspection services, Ardurra requires the awarding public agency to complete DIR form PWC-100 solely for Ardurra as the prime contractor specific to the awarded contract name and amount A half-hour per week, per inspector labor compliance charge will be billed for all Prevailing Wage inspection assignments 01203 0006/664238 2 EXHIBIT "D" SCHEDULE OF PERFORMANCE I. Consultant shall complete each Task no later than the Task Completion Date set in the Task Proposal and shall not receive additional compensation for work completed after the Task Completion Date. II The Contract Officer may approve extensions for performance of the services in accordance with Section 3.2 01203 0006/664238 2