Harris & Associates Inc - FY2021-029-01 AMENDMENT NO 1
TO AGREEMENT FOR PROFESSIONAL SERVICES
THIS AMENDMENT TO THE AGREEMENT FOR PROFESSIONAL SERVICES
( Amendment No I ') by and between the CITY OF RANCHO PALOS VERDES (`City ) and
HARRIS& ASSOCIATES, INC , a California Corporation ("Consultant") is effective as of July
I9, 2022
RECITALS
A City and Consultant entered into that certain Agreement for Professional Services
effective November 4, 2020 (`Agreement") whereby Consultant agreed to provide City with
Altamira Canyon Drainage Study services (the `Services'), for a term of 1 year and a maximum
Contract Sum of$254,967
B Completion of the Services was extended to facilitate on-boarding of a consultant
program manager to aid the City in managing the Services To this end, the City's Contract Officer
authorized an extension of time to perform in accordance with Section 3 2 of the Agreement,
adding 180 days to the Schedule of Performance to allow completion of the draft Project Study
Report
C The Services are almost completed, and City and Consultant now desire to amend
the Agreement and further extend the term of the agreement by 1 year through July 19, 2023 to
provide Consultant additional time to attend public meetings and respond to community
comments There is no additional cost associated with this Amendment No 1 because the budget
included for public meetings has not been expended
TERMS
Contract Changes The Agreement is amended as provided herein Deleted text is
indicated in strip and added text in bold italics
a Exhibit B Special Requirements I Section 3 4, Term is hereby amended to
read
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 one (1) year from the date hereof July 19, 2023, except as
otherwise provided in the Schedule of Performance (Exhibit 'D ) The City may,
2 Continuing Effect of Agreement Except as amended by this Amendment No 1,
all provisions of the Agreement shall remain unchanged and in full force and effect From and
after the date of this Amendment No I whenever the term"Agreement 'appears in the Agreement,
it shall mean the Agreement, as amended by this Amendment No I to the Agreement
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3 Affirmation of Agreement, Warranty Re Absence of Defaults City and
Consultant each ratify and reaffirm each and every one of the respective rights and obligations
arising under the Agreement Each party represents and warrants to the other that there have been
no written or oral modifications to the Agreement other than as provided herein Each party
represents and warrants to the other that the Agreement is currently an effective, valid,and binding
obligation
Consultant represents and warrants to City that, as of the date of this Amendment No I,
City is not in default of any material term of the Agreement and that there have been no events
that, with the passing of time or the giving of notice or both, would constitute a material default
under the Agreement
City represents and warrants to Consultant that, as of the date of this Amendment No 1,
Consultant is not in default of any material term of the Agreement and that there have been no
events that, with the passing of time or the giving of notice, or both, would constitute a material
default under the Agreement
4 Adequate Consideration The parties hereto irrevocably stipulate and agree that
they have each received adequate and independent consideration for the performance of the
obligations they have undertaken pursuant to this Amendment No I
5 Authority The persons executing this Amendment No I 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 Amendment No 1 on behalf of said party, (iii) by so executing this
Amendment No I, such party is formally bound to the provisions of this Amendment No I, and
(iv)the entering into this Amendment No I does not violate any provision of any other agreement
to which said party is bound
[SIGNATURES ON FOLLOWING PAGE
01203 0006/802)97 1 -2-
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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
cipa :„AlAk�soratioi
/ -
David L Bradley, Mayor
ATTEST
eresa aoka, City Clerk
APPROVED AS TO FORM
ALESHIRE & WYNDER, LLP
Nie
Gt�
William W Wynder, CI Attorney
CONSULTANT
HARRIS & ASSOCIATES, INC
By
Michelle White
Division President/COO
By
Michelle White
Secretary
Address 22 Executive Park, Suite 200
Irvine, CA 92314
Two corporate officer signatures required when Consultant is a corporation,with one signature required from
each of the following groups I)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
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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
COUNTY OF LOS ANGELES
On ,2022 before me, ,personally appeared ,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
I 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
Signature
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 DESCRIP I ION OF ATTACHED DOCUMENT
El INDIVIDUAL
O CORPORATE OFFICER
TITLE OR TYPE OF DOCUMENT
TITLE(S)
O PARTNER(S) ❑ LIMITED
❑ GENERAL NUMBER OF PAGES
O ATTORNEY-IN-FACT
O TRUSTEE(S)
O GUARDIAN/CONSERVATOR
O OTHER DATE OF DOCUMENT
SIGNER IS REPRESENTING
(NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE
01203 0006/802)97 I
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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
County of Orange )
On Jay /yi 2022 before me, Philip Andrew Horn, Notary Public
(insert name and title of the officer)
personally appeared /Yl Lok-/ e [ . w k i
who proved to me on the basis of satisfactory evidence to be the person(s)whose name(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
I 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 1 ^O. , PHILIP ANDREW HORN I
��� COMM #2263954 z
-6r4^"•. Notary Public California z
z``,1.1,�f Orange Countylk; o
(� .70 ±,50i•' M�Comm Expires Nov 21,2022 C
Signature 1 `� J u "— (Seal)
CONTRACT SERVICES AGREEMENT
By and Between
CITY OF RANCHO PALOS VERDES
and
HARRIS & ASSOCIATES,INC
01203 0006/669599 3
AGREEMENT FOR CONTRACT SERVICES
BETWEEN THE CITY OF RANCHO PALOS VERDES AND
HARRIS & ASSOCIATES, INC.
THIS AGREEMENT FOR CONTRACT SERVICES (herein "Agreement") is made and
entered into on October 6, 2020, by and between the CITY OF RANCHO PALOS VERDES, a
California municipal corporation ("City") and HARRIS & ASSOCIATES, INC., a California
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 descnbed 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 matenal inducement to the City entenng into this Agreement, Consultant represents and
warrants that it has the qualifications, expenence, and facilities necessary to properly perform the
services required under this Agreement in a thorough, competent, and professional manner, and is
expenenced in performing the work and services contemplated herein Consultant shall at all times
faithfully, competently and to the best of its ability, expenence 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 matenals will be both of good
quality as well as fit for the purpose intended For purposes of this Agreement,the phrase"highest
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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 junsdiction in effect at the time service is
rendered
1.4 California Labor Law.
If the Scope of Services includes any"public work"or"maintenance work,"as those terms
are defined in California Labor Code section 1720 et seq and California Code of Regulations,
Title 8, Section 16000 et seq , and if the total compensation is $1,000 or more, Consultant shall
pay prevailing wages for such work and comply with the requirements in California Labor Code
section 1770 et seq and 1810 et seq , and all other applicable laws, including the following
requirements
(a) Public Work The Parties acknowledge that some or all of the work to be
performed under this Agreement is a "public work" as defined in Labor Code Section 1720 and
that this Agreement is therefore subject to the requirements of Division 2, Part 7, Chapter 1
(commencing with Section 1720) of the California Labor Code relating to public works contracts
and the rules and regulations established by the Department of Industrial Relations ("DIR")
implementing such statutes The work performed under this Agreement is subject to compliance
monitonng and enforcement by the DIR Consultant shall post job site notices, as prescribed by
regulation
(b) Prevailing Wages Consultant shall pay prevailing wages to the extent
required by Labor Code Section 1771 Pursuant to Labor Code Section 1773 2, copies of the
prevailing rate of per diem wages are on file at City Hall and will be made available to any
interested party on request By initiating any work under this Agreement, Consultant
acknowledges receipt of a copy of the Department of Industnal Relations (DIR) determination of
the prevailing rate of per diem wages,and Consultant shall post a copy of the same at each job site
where work is performed under this Agreement
(c) Penalty for Failure to Pay Prevailing Wages Consultant shall comply with
and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment
of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages The
Consultant shall, as a penalty to the City, forfeit two hundred dollars ($200) for each calendar day,
or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for
01203 0006/669)99 3 2
the work or craft in which the worker is employed for any public work done pursuant to this
Agreement by Consultant or by any subcontractor
(d) Payroll Records Consultant shall comply with and be bound by the
provisions of Labor Code Section 1776,which requires Consultant and each subconsultant to keep
accurate,payroll records and verify such records in writing under penalty of perjury, as specified
in Section 1776, certify and make such payroll records available for inspection as provided by
Section 1776, and inform the City of the location of the records
(e) Apprentices Consultant shall comply with and be bound by the provisions
of Labor Code Sections 1777 5, 1777 6, and 1777 7 and California Code of Regulations Title 8,
Section 200 et seq concerning the employment of apprentices on public works projects Consultant
shall be responsible for compliance with these aforementioned Sections for all apprenticeable
occupations Prior to commencing work under this Agreement, Consultant shall provide City with
a copy of the information submitted to any applicable apprenticeship program Within sixty (60)
days after concluding work pursuant to this Agreement, Consultant and each of its subconsultants
shall submit to the City a verified statement of the journeyman and apprentice hours performed
under this Agreement
(f) Eight-Hour Work Day Consultant acknowledges that eight (8) hours labor
constitutes a legal day's work Consultant shall comply with and be bound by Labor Code Section
1810
(g) Penalties for Excess Hours Consultant shall comply with and be bound by
the provisions of Labor Code Section 1813 concerning penalties for workers who work excess
hours The Consultant shall, as a penalty to the City, forfeit twenty-five dollars ($25) for each
worker employed in the performance of this Agreement by the Consultant or by any subcontractor
for each calendar day during which such worker is required or permitted to work more than eight
(8)hours in any one calendar day and forty(40)hours in any one calendar week in violation of the
provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code Pursuant to Labor Code
section 1815, work performed by employees of Consultant in excess of eight (8) hours per day,
and forty(40)hours during any one week shall be permitted upon public work upon compensation
for all hours worked in excess of 8 hours per day at not less than one and one-half(1'/2) times the
basic rate of pay
(h) Workers' Compensation California Labor Code Sections 1860 and 3700
provide that every employer will be required to secure the payment of compensation to its
employees if it has employees In accordance with the provisions of California Labor Code Section
1861, Consultant certifies as follows
"I am aware of the provisions of Section 3700 of the Labor Code which require
every employer to be insured against liability for workers' compensation or to
undertake self-insurance in accordance with the provisions of that code, and I will
comply with such provisions befor- col encing the performance of the work of
this contract "
41/�1
&...&Consultant's Authonzed Initials
01203 0006/669599 3 3
(i) Consultant's Responsibility for Subcontractors For every subcontractor
who will perform work under this Agreement, Consultant shall be responsible for such
subcontractor's compliance with Division 2,Part 7, Chapter 1 (commencing with Section 1720)of
the California Labor Code, and shall make such compliance a requirement in any contract with
any subcontractor for work under this Agreement Consultant shall be required to take all actions
necessary to enforce such contractual provisions and ensure subcontractor's compliance, including
without limitation, conducting a review of the certified payroll records of the subcontractor on a
periodic basis or upon becoming aware of the failure of the subcontractor to pay his or her workers
the specified prevailing rate of wages Consultant shall diligently take corrective action to halt or
rectify any such failure by any subcontractor
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 anse 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 (1) has thoroughly
investigated and considered the scope of services to be performed, (u) 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, pnor 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
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
01203 0006/669599 3 4
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 dunng 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 altenng, 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 actual
expenses, shall not exceed $254,967 (Two Hundred Fifty-Four Thousand Nine Hundred Sixty-
Seven 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 matenals based upon the Consultant's rates as
specified in the Schedule of Compensation, provided that (a) time estimates are provided for the
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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 4,
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 original 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
ARTICLE 3. PERFORMANCE SCHEDULE
3.1 Time of Essence.
Time is of the essence in the performance of this Agreement
01203 0006/669599 3 6
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 penod(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 penod(s) specified in the
Schedule of Performance may be approved in wnting by the Contract Officer but not exceeding
one hundred eighty (180) days cumulatively
3.3 Force Maieure.
The time penod(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, nots, 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 penod 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 one (1)
year from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit
"D") The City may, in its discretion, extend the Term by 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
Frank Lopez Senior Director, Engineering Services
Name Title
Randall G Berry, PE Director, Engineenng 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
01203 0006/669599 3 7
Therefore, the foregoing principals shall be responsible dunng 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 Pnncipals For purposes of this Agreement, the
foregoing Principals may not be replaced nor may their responsibilities be substantially reduced
by Consultant without the express written 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 dunng 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
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 anoint venturer or a member of any joint enterprise with
Consultant
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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
(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)
01203 0006/669599 3 9
(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 injunes 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 umbiella 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
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
01203 0006/669599 3 10
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
(1) 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
giving the Consultant ninety (90) days advance written notice of such change If such change
01203 0006/669599 3 11
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 arising 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
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,
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,
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 employees
in such action or proceeding, including but not limited to, legal costs and attorneys' fees
01203 0006/669599 3 12
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
ARTICLE 6 RECORDS, REPORTS,AND RELEASE OF INFORMATION
6.1 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 pnnciples and shall be complete and
detailed The Contract Officer shall have full and free access to such books and records at all times
during normal business hours of City, including the nght to inspect, copy, audit and make records
and transcripts from such records Such records shall be maintained for a penod of three (3) years
following completion of the services hereunder, and the City shall 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
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
01203 0006/669599 3 13
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 matenals 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 matenals 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
(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 attorney's 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, heanng 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
01203 0006/669)99 3 14
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
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
01203 0006/669599 3 15
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 rights 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 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$0 00 (No
Dollars) as liquidated damages for each working day of delay in the performance of any service
required hereunder The City may withhold from any monies payable on account of services
performed by the Contractor any accrued liquidated damages
7.8 Termination Prior 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 thirty (30) 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
01203 0006/66999 3 16
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
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 9 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
7.10 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
01203 0006/669599 3 17
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
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 § 1101 et seq , as amended, and in connection
therewith, shall not employ unauthorized aliens as defined therein Should Consultant so employ
such unauthonzed 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
9.1 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 , Rancho Palos Verdes, 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
01203 0006/669599 3 18
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
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 of 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
01203 0006/669599 3 19
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]
01203 0006/669599 3 20
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
\kllp
John C shank, Mayor
ATTEST.
� 2' ityCIcri CCfittjir
APPROVED AS TO FORM.
ALESHIRE & WYNDER, LLP
William W Wynder ty Attorney
CONSULTANT:
HARRIS & ASSOCIATES, INC
By
Gary H Yagade, PE
Vice President
By
Randall G Berry, PE
Director, Engineering Services
Address 22 Executive Park, Suite 200
Irvine, CA 92314
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
01203 0006/669599 3 21
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
John Cruikshank, Mayor
ATTEST.
Emily Colborn, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
William W Wynder, City Attorney
CONSULTANT.
HARRIS & ASSOCIATES, INC
By
Ehab Gerges, PE
Sr Vice President/Chief Business
Devel• •ment Officer
By
teven Winchester
FO/Chief Operations Officer
Address 22 Executive Park, Suite 200
Irvine, CA 92314
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
01203 0006/669599 3 21
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 CAL IFORNIA
COUNTY OF L -4 a Stci
igtagq Public
On NOV 5fip",2020 before me, L CakMe -, ,personally appeared J (On dneproved 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
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true
and correct
MriYWI ESS m a official seal = _ir
oyu
y,1,1 z ' Contra Costa County f.'�/ Commission#2253030
My Comm Expires Sep 3 2022
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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)
EI GUARDIAN/CONSERVATOR DATE OF DOCUMENT
❑ OTHER
SIGNER(S)OTHER THAN NAMED ABOVE
SIGNER IS REPRESENTING
(NAME OF PERSON(S)OR ENTITY(IES))
01203 0006/669599 3 22
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
John Cruikshank, Mayor
ATTEST:
Emily Colborn, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
William W Wynder, City Attorney
CONSULTAN
HARRIS & • S O'I • TES, INC
By 44
ab
Sr Vice President/Chief Business
Development Officer
By
Steven Winchester
CFO/Chief Operations Officer
Address 22 Executive Park, Suite 200
Irvine, CA 92314
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
01203 0006/669599 3 21
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
COUNTY OF 119S-ANGELES or--.049
On(1-�6 �' ,personally appeared ,�2020 before me, �� 6! El,Odd Gar
roved to me on the
basis of satisfactory evidence to be the persons,,t) whose names) is/are subscribed to th within instrument and
acknowledged to me that he/shelthEy executed the same in his/Ier1Fhtir authorized capacitye), and that by
his/Iwrftheir signature() on the instrument the person(e); or the entity upon behalf of which the personfsT acted,
executed the instrument
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoin para ra h is true
and correct
BABAK NAVABI
_ Notary Pubhhforn a
San DieaoC-CountyCa
WITNESS my hand and official se,, �i Z 1 ? MyCCommExpIresOct23 2021
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❑ INDIVIDUAL
❑ CORPORATE OFFICER
TITLE OR TYPE OF DOCUMENT
TITLE(S)
❑ PARTNER(S) ❑ LIMITED
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❑ ATTORNEY-IN-FACT
❑ TRUSTEE(S)
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❑ OTHER
SIGNER(S)OTHER THAN NAMED ABOVE
SIGNER IS REPRESENTING
(NAME OF PERSON(S)OR ENTITY(IES))
01203 0006/669599 3 22
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
COUNTY OF LOS ANGELES
On ,2020 before me, ,personally appeared ,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
I 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
OPTIONAL
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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)
1=1GUARDIAN/CONSERVATOR DATE OF DOCUMENT
❑ OTHER
SIGNER(S)OTHER THAN NAMED ABOVE
SIGNER IS REPRESENTING
(NAME OF PERSON(S)OR ENTITY(IES))
01203 0006/66999 3 23
EXHIBIT "A"
SCOPE OF SERVICES
I. Consultant will perform the following work to revisit and extend the Altamira
Canyon Drainage Study ("Services"):
A Onentation/Data Collection/Base Sheets
1 Data Collection and Review
(a) Hold a teleconference meet with City staff and hold `kickoff'
meeting The Altamira Canyon Drainage Study ("Project")
approach and site access protocol will be confirmed Direction from
the City staff will be obtained and any new development information
from City records pertaining to the Project will be collected The
original Altamira Canyon Drainage and Erosion Control Study
was 90% complete in December 2016. Consultant will partially
revisit the original study, provide updates to the topographic
survey and provide similar services included in the original
study scope for the expanded study limits upstream Utility
information collected previously will be relied upon until the point
in the PS&E preparation phase when the design plans are far enough
along to share with the owners to coordinate future action on impacts
based on a proposed construction schedule Due to COVID-19, it is
assumed that the kick-off meeting will likely be a teleconference call
with file sharing capabilities on computer screens
(b) Prepare a Project schedule and meeting minutes for the kick-off
meeting/call
2 Topographic Aenal Survey
(a) The same level of information obtained from the City for right-of-
way(R/W)and property lines will be sufficient for the Project study
level of effort The new topographic survey will be tied to the
previously collected R/W line work In addition to previous study
parcel/property lines,boundary lines, street center line,and right-of-
way (R/W) are not included, with the exception of these same lines
as depicted within the City GIS base data Thus, the City's GIS will
be the source of all property lines and roadway R/W
(b) Aerial mapping at a 1-inch to 40-foot scale with 1-foot interval
contours will be compiled together with a color ortho-corrected
image file that is geo-referenced Field survey will be performed to
set aerial targets, collect quality control points, and to set various
control points needed for the augmentation surveys
01203 0006/669599 3 A-1
(c) Five days of topographic augmentation field surveys will be
provided based on Consultant's requests for information They will
be completed and invoiced in daily increments, to include the time
necessary to generate the point file and noted deliverables Sketches
and photos prepared as part of the topographic augmentation will be
digitized and provided as well as ASCII point files of collected
points
(i) Parcel and Right-of-Way Information
(A) Coordinate GIS information retrieval from the City
(B) Control Datum
1) Horizontal CCS83, Zone V (NA2011
2011 00) [To be confirmed]
2) Vertical Los Angeles County benchmark
(NAVD88, 2005 Add )
(C) Control Survey
1) Set aenal targets (15)
2) Collect QA/QC points
3) Set control points for topographic
augmentation
(D) Field Topographic Survey
1) Collect topographic detail (e g sections,
structure detail, dips) as requested by
Consultant
3 Topographic Base Sheets for Conceptual Plans
✓
(a) Utilizing the previously discussed aerial and supplemental ground
surveys, updated construction plan, and profile base sheets will be
prepared in AutoCAD for each of the mainline creek alternative
design solutions that are proposed The base sheets would be
prepared using the City's standard format at a scale of 1" = 40'
horizontally and 1" = 8' or 16' vertically Existing improvements
would be screened so that the full toned proposed improvements will
stand out The digested base sheets will include the following
(i) Surface and subsurface utility locations,
01203 0006/669599 3 A-2
(ii) One foot contour intervals tied to appropriate coordinate
system,
(iii) Dimensions, labels, and match lines,
(iv) Existing storm drain culverts from survey and record
drawings,
(v) Existing P/L's and R/W locations from City's GIS files,
(vi) Existing stationing and street name labels, as appropriate,
(vii) Existing topography to the limits described in the survey
section,
(viii) Existing Creek invert or surface profile over CL of proposed
pipe, and
(ix) Supplemental survey topography and elevation information
at key proposed improvement locations, as needed
4 Geotechnical Feasibility Study (Performed by Subconsultant Ninyo &
Moore)
The purpose of this updated preliminary geotechnical evaluation
will be to further evaluate the existing soil, geologic, and
groundwater conditions compared to Consultant's observations
from 2016 with respect to the revised preliminary design for
managing the drainage flow along Altamira Canyon As per the
original RFP, this study phase of the project will NOT include any
field soil sample collection or borings, but instead will consist of
record data collection and fact finding to support the development
of preliminary design alternatives for various aspects of the project
The scope of services includes the following
(i) Review the existing report and other readily available
background information including geotechnical reports,
geologic and geologic hazard maps, landslide maps, and
historical aerial photographs
(ii) Perform a geologic reconnaissance of the canyon and
vicinity by Consultant's engineering geologists who will
observe, photograph, and document the existing site
conditions and observed physical changes since 2016
(iii) Compile data and analyze the resulting background and field
data The faulting and seismicity section of Consultant's
01203 0006/66999 3 A-3
2016 report will be updated to current building code
standards
(iv) Attend up to two (2) meetings with the City and the design
team and/or public meetings
(v) Prepare an update report to the 2016 preliminary report
summarizing additional findings, conclusions, and
recommendations regarding the alternative designs for the
project
B Conceptual Design & Project Study Report(PSR)
1 Field Review Consultant will perform a field review of the latest existing
site conditions to determine the following
(a) Review completeness/accuracy of the computerized survey base
maps and essential topographic features
(b) Note any new potential utility conflicts
(c) Note any new potential issues where new storm drain and canyon
channel alignments are anticipated
(d) Note other existing conditions that may affect the design and
alternatives
NOTE The Project site will be inspected by hiking and recording the
features of interest and any new potential challenges for the full extent of
the Project site within the limits of work Consultant will identify changes
to the existing drainage components
2 Hydrology & Hydraulics Study
(a) The previously prepared main channel hydraulic modeling will not
be revisited because it is assumed that the anticipated changed
conditions since the last study was conducted will not be significant
enough to affect the proposed hydraulic calculations However,
Consultant will survey, photo document, and map the changed
conditions and revise the recommended impacts For example, if
riprap rock was placed where it did not existing previously,
Consultant might recommend protecting it or replacing it to make
sure the proposed channel solution is continuous and does not have
breaches in the proposed impermeable liner and sub-drain system
(b) Between the previous study and now extended study,Hydrology and
Hydraulics sub-consultant CWE, Inc 's ("CWE") evaluation of the
hydraulics of Altamira Creek will span from the Pacific Ocean to
Santa Barbara Drive and Crenshaw Boulevard at the top of the West
01203 0006/66999 3 A-4
Fork The Hydrologic Engineering Center—River Analysis System
(HEC-RAS) software will be used for modeling the hydraulics of
the system Previous investigations will be compared to current
conditions to determine the impacts of wet winters on the channel
and erosion of banks Previous models of the main stem of the creek
will be used for analysis Previously developed hydrology will be
used to determine flow rates in the watershed at specific creek bed
points of interest
3 Field Investigation
(a) The Altamira Canyon watershed is an approximately 860 acre
watershed located on the southern side of the Palos Verdes
Peninsula that drains into Abalone Cove CWE will conduct field
reconnaissance and prepare a photo log of the existing conditions at
key locations along the stream channel Sediment grain size samples
will be collected for key locations using the Wolman Pebble Count
method to estimate bed matenal sediment size for evaluation of
transport potential at various flow rates Relevant existing literature
will be compiled and analyzed to describe the environmental setting
Locations of scour and deposition will be noted Roughness will be
estimated based on site conditions, vegetation, and bed gradation
The bed and banks will be photographed at erosional areas and key
locations for evaluation of bank stability Key locations will include
bndges due to accessibility, the need to understand bridge sizing
constraints, and existing conditions at the channel crossings The
data provided by the City will be reviewed and verified during the
field investigation The information gathered during the site visit
will be detailed in an appendix of the drainage report
(b) A field investigation report will be prepared to document the
findings of the field investigation and will include a photo log of
photographs taken for later use in concept development and
evaluation The field investigation report will be an appendix in the
Hydraulic Model Technical Memorandum
4 Existing Conditions Hydraulic Model Development
(a) A HEC-RAS model will be developed for the one-dimensional (1-
D) channel sections analysis for the entire Altamira Creek drainage
system The model will be used to evaluate channel hydraulics for
stabilization measures based on the outputs from the hydrology
model CWE will utilize the hydrology study and topographic
survey data to evaluate existing conditions The model will add
cross-sections and flow data for the West Fork to the existing
conditions hydraulic model of the canyon
01203 0006/66999 3 A-5
(b) Develop a HEC-RAS hydraulic model to evaluate the natural stream
hydraulics of the existing drainage system, specifically in the West
Fork above the reaches in the previously conducted study area The
model will evaluate the flow depths, velocities, and water surface
elevations The output from the model will be used to evaluate the
incipient motion of bed materials and the ability of the banks to
resist scour
(c) The impacts of culverts and pipes on the velocities, the need for
energy dissipation, and the channel capacity will be evaluated for
the existing conditions for the flow rates from the hydrologic
analysis The larger corrugated metal pipe (CMP) culverts in the
system may be too steep and long to be evaluated effectively using
the culvert hydraulics routine in HEC-RAS If this appears to be the
case, the CMP will be evaluated using the Water Surface Profile
Gradient (WSPG) model developed by Los Angeles County Flood
Control District(LACFCD)and the water elevations will be used as
boundary conditions for the HEC-RAS model The hydraulic
analysis will also evaluate scour using the 2006 LACDPW
Sedimentation Manual to evaluate potential long-term channel
changes associated with existing conditions
(d) Each of the concepts will be modeled with three outlet works
configurations to evaluate how sensitive the system is to this design
parameter in modifying flow charactenstics in the downstream
system in terms of channel velocities and shear stresses The output
from these models will be used to evaluate stream stabilization
concepts and plans
5 Proposed Conditions Hydraulic Analyses
(a) Based on preliminary design section alternatives for the drainage
system, CWE will develop up to four (4) models of proposed
conditions and evaluate proposed alternatives for channel
improvements The alternatives will potentially include culverts,rip
rap, piping, energy dissipation structures, controlled water flow,
revetments, retaining walls, gabions, retention basins, inlet and
outlet structures, and bypass systems HEC-RAS or WSPG models
will be used to evaluate these hydraulic system modifications as
appropnate HEC-RAS is best for open channel hydraulic systems
WSPG is best for evaluating closed conduit and pressurized flow
systems The models will evaluate the flow depths, velocities, and
water surface elevations The output from the models will be used
to evaluate the incipient motion of bed materials and the ability of
the banks to resist scour The impacts of culverts and pipes on the
velocities, the need for energy dissipation, and the channel capacity
01203 0006/669599 3 A-6
will be evaluated for the proposed alternative conditions for the flow
rates from the hydrologic analysis
6 Hydraulic Model Technical Memorandum
(a) A technical memorandum will be developed for the hydraulic
modeling The memorandum will detail the data sources,
methodologies, and model results at each specified location The
field investigation report and photo log will also be added, along
with Wolman Pebble Count data A draft memorandum will be
prepared for internal Project team review and comments A draft
final report will be developed based on the internal comments and
submitted to City for review and comment The comments received
will be incorporated into the final technical memorandum The
model will be submitted to the City for review and comment A final
model will be prepared which incorporates City comments
Note Since originally proposed debris basin study was never
performed and is seen as an unlikely solution due to the lack of level
land, ease of access and inability to easily maintain, there will be no
detailed debris basin sizing analysis However, debris basins will be
discussed within the body of the report to discuss the pros and cons
of these systems This lack of a 10%conceptual design for the debris
basins originally proposed will not prevent debris basins from being
considered in the future during the PS&E phase
(b) Once the existing conditions and proposed conditions alternatives
hydraulic analyses are completed, CWE will provide the results of
their study in a hydraulics report that will be combined with
Consultant's portion of the Hydrology & Hydraulics (H&H) study
These findings will be presented in the H&H section of the PSR and
presented at the various feedback meetings with City staff The write
up will be straightforward and summarize the results of the
hydrology refinements and hydraulics analyses, including all
supporting calculations and hydrology drainage area map
7 Meetings The CWE team will attend up to six(6)one hour teleconferences
meetings, in addition to one (1) City Council meeting and one (1)
community outreach meeting All meetings may be substituted with
teleconference meetings, such as Skype or Google Hangouts, given the
COVID-19 conditions
8 Added Value / Team Facilitator Consultant will be supported by a proven
project facilitator,Alan Braatvedt from Sunbeam Consulting("Value/Team
Facilitator"), who has worked consistently well with Consultant and City
staff to help make the recent McCarrell Canyon and San Ramon Canyon
projects successful The Value/Team Facilitator has been instrumental in
coordinating the many parties involved on said previous projects and is
01203 0006/669599 3 A-7
intimately familiar with the City, neighborhoods, groups, and agencies that
will be involved in this study phase outreach and preliminary design
The Value/Team Facilitator's role throughout the duration of the Project
would be as follows
(a) Coordination with City staff and departments, including Public
Works, Parks, Engineering, Open Space Committee, and the City
Council
(b) Coordination and outreach with public groups including local
neighborhoods, the Palos Verdes Heritage Castle Museum, local
hiking and equestrian groups
(c) Assistance with public outreach efforts including presentations at
public meetings, and one-on-one interaction with residents and
group representatives
(d) Assist Consultant and City staff in identifying and dealing with
potential or realized constraints and opportunities
(e) Assist Consultant and City staff in investigation of existing canyon
conditions, including hiking the entire reach of the project area
(f) Brainstorm with Consultant and City staff on various feasible
project alternatives, and assessment of the proposed strategies /
alternatives
9 Develop Preliminary Conceptual Designs & Project Study Report (PSR)
(a) The Project Study Report (PSR) will include the development of up
to four (4) design alternatives (with the possibility of several sub-
options that can be mixed and matched with various alternatives)
that will aid in managing both stormwater flow and nuisance
water/low flows through the Altamira Canyon The options will
include one or a combination of various mitigation measures, such
as canyon fill with armament (rip rap, Armor Flex, etc ),
culverts/pipe lines (extend existing culverts, energy dissipation
systems (controlled water flow), walls (soil-nail walls, gabions,
retaining walls, caisson revetment, etc ), retention basins/debris
basins,and inlet and outlet structures related to any pipeline system
The study will evaluate expanded area of Altamira Canyon above
the west fork(see map on first page)and the original limits between
upper Narcissa Drive (East of Sweetbay Road) to the inlet of the
120" CMP at lower Narcissa Drive (north of PVDS) and the
downstream section located south of PVDS where the 120" CMP
outlets down to the canyon to the Pacific Ocean
01203 0006/669599 3 A-8
(b) The PSR will be developed in accordance with Los Angeles County
(LAC) design standards As discussed in detail in the project
approach section of this proposal the designs will be innovative and
as such some may not be covered by conventional LAC standards
However, wherever practical, the designs will meet or exceed LAC
standards
(c) Each of the alternate designs must include its own analysis of the
cost, schedule and difficulty associated with the easement
acquisition, geological and environmental conditions for that
particular design alternative Each design alternative will be
evaluated against one another and summarized in a"Comparison of
Alternatives"matrix chart, similar to what was prepared for the San
Ramon Canyon Drainage design project, to assess cost,
constructability, and effectiveness of the concept in dealing with all
of the various conditions, the environmental impacts and the period
of time required for approvals, compliance and construction, etc
(d) Ultimately a final PSR will address, at a minimum, the following
(i) Estimate of cost to produce PS&E bid documentation based
on percentage of construction,
(ii) Documentation of survey, geological exploration,
environmental approval process,
(iii) Identification of all approvals required from
permitting/regulatory agencies,
(iv) Estimate of the cost to obtain permits from each agency,
(v) Schedule for each phase of the process, through
construction,
(vi) Possible obstructions, impacts and the required mitigation
measures,
(vii) Recommended priontization of improvement reaches, such
as completing portions of the mid-reach channel
improvements that most impact adjacent dwellings, versus
improvements that will simply limit future erosion in the
upper and lower canyons,
Preliminary conceptual design plans will be prepared indicating the
recommended project elements for each alternative solution and
would include the following items
01203 0006/669599 3 A-9
(i) Existing and proposed mainline Altamira Canyon design
layout plans and profiles (complete with utility crossings at
various culvert/street crossing, where applicable),
(ii) Details for conceptual structures,debris basin, and detention
basin(if any),
(iii) Trenchless and open trench installation details and typical
sections,
(iv) Other pertinent details,
(v) Utility impacts (relocations, adjustments and/or
modifications),
(vi) Canyon lining alternatives, including over-excavation
key/benches, grading, fill, impermeable membranes, sub-
drains, and side slope grading/stabilization details,
(vii) Temporary construction easement and permanent easement
acquisition needs,
(viii) Preliminary opinion of construction cost estimates for
comparison, and
(ix) A list of items requinng City feedback, along with the
Consultant's associated recommendations,
10 Environmental Study
(a) Consultant will utilize their in-house environmental compliance
staff to revisit the previously prepared preliminary environmental
research and analysis related to the preparation of the PSR It is
anticipated that the drainage improvements will likely be funded
with local funds, and the project would need environmental
clearance under the California Environmental Quality Act (CEQA)
However, assuming the City might like to preserve the option of
obtaining/using federal funds,the future improvement project would
also need environmental clearance under the National
Environmental Policy Act (NEPA) Consultant will revisit the
previously prepared scope and budget that identifies the appropriate
environmental documents for environmental clearance of the project
under CEQA and NEPA and any preparation of applications for
regulatory permits that will be required The various regulatory
agencies will also be contacted to confirm requirements and
permitting costs
01203 0006/669599 3 A-1 0
(b) The sub-tasks identified below outline the effort of revisiting the
previously prepared work program for conducting preliminary
environmental research and analysis related to the preparation of a
PSR for the proposed project and preparing a scope and budget for
the technical studies and the environmental document to
environmentally clear the project under CEQA and NEPA
Consultant will revisit the previously prepared following tasks
(1) Task El Project Initiation,
(ii) Task E2 CEQA Environmental Checklist,
(iii) Task E3 CEQA Environmental Proposal/City's
environmental checklist form,
(iv) Task E4 NEPA Environmental Proposal, and
(v) Task E5 Meeting Attendance and Project Management
(A) This task represents an active project management
role and includes attendance at various project
meetings and coordination with regulatory agencies
and interested parties The project management role
provides a mechanism to make sure that there is an
adequate exchange of information The
environmental team will attend up to four (4) 30-
minute teleconference calls,such as Skype or Google
Meets, given the COVID-19 conditions
11 Temporary Construction Easement & Drainage Easement Evaluation
(a) All existing improvements and private property within limits of
work will be included per City's electronic GIS map files so that
requirements to acquire any additional land for the proposed
improvements can be easily identified and appraised This will be
the case for Temporary Construction Easements (TCE) and
permanent drainage easements and/or the need for acquisitions as
appropnate
(b) A composite TCE and permanent drainage easement map will be
prepared showing the entire canyon on one or more large scale maps
and their overlap with private property (showed shaded—one shade
type for TCE's and one for permanent drainage easements)and will
include approximate square footage TCE area and permanent
drainage easement area Consultant will work with City staff to
establish the likely costs per square foot, if any, to obtain said
easements
01203 0006/669599 3 A-11
(c) Because the property lines may have shifted due to past landslide
movement, any TCE or drainage easement document that will
ultimately be generated is recommended to be an independent
cohesive overarching document that is a stand-alone combined
easement not directly dependent upon the location of the existing
properties It will be tied to controls not dependent upon the existing
properties, which could have shifted However the overlap of each
affected property will be approximated, shown and eventually even
mapped with a legal descnption and map during the PS&E phase
During this study phase the overlap acreage of each affected
property will be approximated and illustrated on a clear easy to read
exhibit for use in evaluating the vanous related alternatives
NOTE Preliminary Title Reports (PTR's) can be obtained at an
approximate cost of$660 each, but the value of getting a PTR for
every property may not be warranted at this study phase level
(d) There are twelve(12)properties in the expanded canyon study limits
and there are twenty eight (28) properties along the original study
limits of Altamira Canyon This bring the total number of potentially
affected properties to forty (40), however Consultant recommends
earmarking a budget of up to ten (10) PTR's as an optional
additional service in the fee schedule The logic is that during this
study phase, the City will not likely need a PTR for most properties
but might want to get a few properties,such as ones with SCE power
poles and/or SCE manholes, to look for utility easements and/or at
the proposed basin locations and there access roads where expanded
easement areas would be required to look for ownership issues
Regardless, the scope and fee does not include digesting and
mapping the property lines from the PTR's because that task would
be a significant effort and defeats the purpose of using the GIS
generated P/L's and R/W lines
12 City Staff Feedback Meetings
(a) Consultant will attend up to four (4) progress meetings with City
staff (supplemented or replaced with teleconferences), with key
players from the City and Consultant present,to present and discuss
the results of the previously detailed tasks and reach preliminary
concurrence on the various elements and alternatives These
feedback meetings will help solidify the various alternative
solutions prior to refining the previously prepared draft PSR and
environmental study, to allow efficient progress and confirmation
that the solutions remain within the City's preferences At each
meeting, Consultant will confirm Project schedule is on track and
prepare meeting minutes shortly thereafter
13 Refine Project Study Report& Concept Designs per City Staff Feedback
01203 0006/669599 3 A-12
(a) As necessary,refinements would be made to the PSR and alternative
conceptual designs, plans and exhibits per the feedback'received
from City staff in order to develop a presentable PSR that meets all
of the City's goals, budgets and concerns pnor to proceeding to
meetings with the community and City Council
14 Community Outreach, City Council & Outside Agency Meetings
(a) Consistent with the previous study experience, there will be
substantial interaction and collaboration between the Consultant and
City staff in developing the concept design, so specific milestones
will be developed between the designer and the City for review,
comment and contnbution In addition to the previously mentioned
four (4) design progress meetings, there will be up to two (2)
community outreach meetings and an additional up to two (2) City
Council meetings, as required (dunng the startup, if needed, mid-
study, and to present the final PSR for approval) All meetings may
be substituted with teleconference meetings, such as Skype or
Google Hangouts, given the COVID-19 conditions
(b) It is essential that the Project receives the support of the community
and thus the community outreach meetings will provide an avenue
for the transfer of the local community's ideas and concerns, which
will be noted and incorporated into the design alternatives City staff
will be responsible for organizing the public outreach meetings if
they are to be held in person
NOTE Several photo simulations will be prepared to illustrate the
"before" and "after" conditions proposed in the canyon, which is
helpful for the public to visualize what the typical cross sections will
really look like
II. As part of the Services, Consultant will prepare and deliver the following tangible
work products to the City.
A Phase 1, Task B
1 Base mapping in AutoCAD at 1" to 40 foot scale with 1-foot interval
contours will be compiled together with a color ortho-corrected image file
that is georeferenced
2 Sketches and photos prepared as part of the topographic augmentation will
be digitized and provided as well as ASCII point files of collected points
B Phase 2, Task B
1 Draft Hydraulic Technical Memorandum detailing development of the
model and findings of the existing and proposed conditions (PDF Format)
2 Draft Final Hydraulic Technical Memorandum detailing development of the
model and findings of the existing and proposed conditions (PDF Format)
01203 0006/669599 3 A-13
3 Final Hydraulic Technical Memorandum detailing development of the
model and findings of the existing and proposed conditions (PDF Format)
III. 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:
1 Monthly project status reporting in the form of a conference call including
a task completion schedule and obstacles/challenges,
2 Minutes from any community outreach meeting, and
3 Memos summarizing discussions with sub-consultants specific to all
deliverables
IV. Consultant will utilize the following personnel to accomplish the Services:
1 Project Team Manager Randall Berry, P E
2 Project Manager Elizabeth Reyes, P E
3 Survey KDM Mendian
4 Hydraulic Studies CWE, Inc
5 Geotechnical Services Ninyo & Moore, Inc
6 Public Outreach Sunbeam Consulting, Inc - Alan Braatvedt
01203 0006/669599 3 A-14
FXHIBIT "13"
SPECIAL RFQUIREMENTS
(Superseding Contract Boilerplate)
Section 1 1, Scope of Services, is hereby amended as folloiss (deletions marked in
strikethrough, additions marked in bold, italics)
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 Ix, referred to
herein as the services' or work hereundu As a material inducement to the City
entering into this Agreement Consultant represents and \carrants that it has the
qualifications experience and facilities necessary to properly per form tilt. 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 per forming 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 fr ss firms performing similar work under similar
circumstances '
II Section 14, California Labor Lail, subsection (i), is hereby amended as follows
(deletions marked in strikethrough, additions mai ked in bold, italics)
Consultant s Responsibility for Subcontractors For every subcontractor who '\III
perform work under this Agreement Consultant shall be responsible for such
subcontractor's compliance with Division 2 Part 7 Chapter I (commencing with
Section 1720) of the California Labor Code and shall make such compliance a
requirement in any contract with any subcontractor for work under this Agreement
Consultant shall be required to take all actions necessary to enforce such contractual
prosisions and ewe check subcontractor's compliance Including without
limitation,conducting a review of the certified payroll records of the subcontractor
on a periodic basis or upon becoming ak\are of the failure of the subcontractor to
pay his or her workers the specified prevailing rate of ‘‘ages Consultant shall
diligently take corrective action to halt or rectify any such failure by any
subcontractor
01203 0006/669.,99 3 B-I
III Section 1 6, California Labor Law, is hereby amended as follows (deletions
marked in strikethrough, additions marked in bold, italics)
By executing this Agreement Consultant Wats represents that Consultant (i)
has thoroughly Investigated and considered the scope of set vices to be pet formed
(ii) has carefully considered how the sere ices should be perlot med and (iii) lully
understands the facilities, difficulties and testi tenons attending performance of the
services under this Agreement It the services involve \\,otk upon any site
Consultant represents that Consultant has or will investigate the site and
is or will be fully acquainted \N ith the conditions there existing prior to
commencement of services hereunder Should the Consultant discover an) latent
or unknown conditions,which will materially affect the perlol mance 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 ale ieceived hom the
Contract Officer"
IV Section 2 3, Reimbursable Expenses, is het eby amended as follow s (deletions
marked in strikethrough, additions marked in hold, italics)
`Compensation may include reimbursement for actual and necessary e\pendituies
for reproduction costs, telephone expenses and travel expenses approved b‘ the
Contract Officer in advance, or actual subcontractor expenses of an apps oved
subcontractor pursuant to Section 4 45 and only it 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 tot attending said
meetings "
V Section 5 2(c), Primary/noncontributing, is hereby amended as follows
(deletions marked in strikethrough, additions marked in bold, italics)
General Liability and Automobile Liability Ecot'erage provided by Consultant
shall be primary and any Insurance oi 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 oi excess
insurance Any umbrella or excess insurance shall contain oi be endorsed to contain
a provision that such coverage shall also apply on a primal v and non-conte ibutoi v
basis for the benefit of City before the City s own insurance oi self-insurance shall
be called upon to protect it as a named insured '
VI Section 5 2(1), Pass through clause, is hereby amended as follows (deletions
marked in strikethrough, additions marked in bold, italics)
.1501203 0006/669.'99 3 B-2
"A severability of interests provision must apply for all additional insureds ensuring
under General Liability and Automobile Insurance acknowledging that -.‘
Consultant's insurance shall apply separately to each insuied against whom claim
is made or suit is brought except N\ith respect to the insuiei s limits of liahilit)
The policy(ies) shall not contain am cross-liability exclusions
VII Section 5 2(m), Pass through clause, is hereby amended as follow s (deletions
marked in strikethrough, additions marked in bold, italics)
`Consultant agrees to check ensure that its suhconsultants 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 agiees to monitor and revitw all such covet age
and assumes all responsibility for checking es-Hi:FF*1.g 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 rev ieNA
VIII Section 7 7, Liquidated Damages, is hereby deleted in its entirety
IX Section 8 2, Conflict of Interest, is hereby amended as follows (deletions
marked in strikethrough, additions marked in bold, italics)
Consultant covenants that neither it nor any officer or principal of its f it m has oi
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 tui thei covenants that in
the performance of this Agreement no person having any such interest shall be
employed by it as an officer employee at cnt 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
No officer or employee of the City shall have any financial interest direct or
indirect, in this Agreement nor shall any such officer or emplo)ec 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 represents war-rants that it has not paid or given and will not pay or give
any third party any money or other consideration for obtaining this Agi cement
X Section 9 6, Warrants & Representation of Non-Collusion, is hereby re-titled
to read "Representation of Non-Collusion, and is amended as follows (deletions
marked in strikethrough, additions marked in bold, italics)
'No official, officer, or employee of City has any financial interest direct or
indirect, in this Agreement, nor shall an official, officer oi employee of City
01203 0006/669599 3 B-3
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 dnectly or indirectly
interested, or in violation of any State or municipal statute of 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 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 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 thud party including ;.4
but not limited to,any City official officer,or employee, as a 1 esult 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 fect
Consultant s Authorized Initials
.
01203 0006/669599 3 B-4
EXHIBIT "C"
SCHEDULE OF COMPENSATION
I Consultant shall perform the following tasks at the following rates:
TASK SUB-
BUDGET
A PHASE I Onentation/Data $77,140
Collection/Base Sheets
B PHASE II Conceptual $177,827
Design & Project Study
Report
Total $254,967
II. A retention of ten percent (10%) shall be held from each payment as a contract
retention to be paid as part of the final payment upon satisfactory completion of
services.
Not Applicable
III. Within the budgeted amounts for each Task, and with the approval of the Contract
Officer, funds may be shifted from one Task subbudget to another so long as the
Contract Sum is not exceeded per Section 2.1, unless Additional Services are
approved per Section 1.9
IV. The City will compensate Consultant for the Services performed upon submission of
a valid invoice. Each invoice is to include:
A Line items for all personnel descnbing 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 subcontractor labor,supplies,equipment,materials,and
travel properly charged to the Services
V. The total compensation for the Services shall not exceed the Contract Sum as
provided in Section 2.1 of this Agreement.
VI. The Consultant's billing rates for all personnel are attached as Exhibit C-1.
01203 0006/66999 3 C-1
Not Applicable
01203 0006/669599 3 C-2
EXHIBIT "D"
SCHEDULE OF PERFORMANCE
I. Consultant shall perform all services timely in accordance with the following
schedule. Timeline to begin with issuance of Notice to Proceed by City.
Days/Weeks to Deadline Following
Perform Notice to Proceed
(NTP)
PHASE 1: DATA COLLECTION/BASE SHEETS
A. Data Collection 3 5 Weeks 3 5 Weeks
B. Base Aerial & Ground Survey 7 Weeks 7 Weeks
C Concept Plan Sheets (Base PRJ) 2 Weeks 10 Weeks
D. Geotechnical Feasibility Study 14 Weeks 16 Weeks
PHASE II: DESIGN & DEVELOPMENT & PSR
A. Field Review(Base Project) 2 Weeks 16 Weeks
B Hydrology & Hydraulics Study 15 Weeks 16 Weeks
C. Refine Conceptual Designs& Draft 15 Weeks 24 Weeks
Project Study Report
D City Feedback Meetings 4 Days 24 Weeks
E Environmental Study 14 Weeks 26 Weeks
F. Refine Easement& TCE Needs 5 Weeks 26 Weeks
G. Community Outreach Meetings 2 Days 24 Weeks
H Refine Conceptual Design/Project 14 Weeks 32 Weeks
Study Report per City Feedback &
Community Feedback
I Begin Funding Pursuit& Easement TBD 32 Weeks
Acquisition
II. Consultant shall deliver the following tangible work products to the City by the
following dates.
A Phase 1, Task B—Due to City 7 Weeks after Notice to Proceed
1 Base mapping in AutoCAD at 1" to 40 foot scale with 1-foot interval
contours will be compiled together with a color ortho-corrected image file
that is georeferenced
2 Sketches and photos prepared as part of the topographic augmentation will
be digitized and provided as well as ASCII point files of collected points
01203 0006/66999 3 D-1
B Phase 2, Task F—Due to City 16 Weeks after NTP
1 Draft Hydraulic Technical Memorandum detailing development of the
model and findings of the existing and proposed conditions (PDF Format)
2 Draft Final Hydraulic Technical Memorandum detailing development of the
model and findings of the existing and proposed conditions (PDF Format)
3 Final Hydraulic Technical Memorandum detailing development of the
model and findings of the existing and proposed conditions (PDF Format)
C Phase 2, Task L—Due to City 32 Weeks after NTP
1 Draft Hydraulic Technical Memorandum detailing development of the
model and findings of the existing and proposed conditions (PDF Format)
III The Contract Officer may approve extensions for performance of the services in
accordance with Section 3.2.
01203 0006/66999 3 D-2