DCA Civil Engineering Group Inc - FY2021-056 CONTRACT SERVICES AGREEMENT
By and Between
CITY OF RANCHO PALOS VERDES
and
DCA CIVIL ENGINEERING GROUP, INC
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•
AGREEMENT FOR CONTRACT SERVICES
BETWEEN THE CITY OF RANCHO PALOS VERDES AND
DCA CIVIL ENGINEERING GROUP, INC
THIS AGREEMENT FOR CONTRACT SERVICES (herein "Agreement") is made and
entered into this 14th day of April, 2021 by and between the City of Rancho Palos Verdes, a
California municipal corporation ("City") and DCA Civil Engineering Group, 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 described particularly in Article 1 of this Agreement
B Consultant, following submission of a proposal or bid for the performance of the
services defined and described particularly in Article l of this Agreement,was selected by the City
to perform those services
C On February 19, 2019, the City and Consultant entered into an agreement
("Original Agreement") to provide engineering analysis and provide design engineering plans,
specifications and an engineer's cost estimate for the construction of the City's Storm Dram
Deficiency Improvement Program (SDDIP)project
D Pursuant to the Onginal Agreement, Consultant completed the following portions
of the Project Review existing records and data,Verify location of storm drains,Venfy hydrologic
and hydraulic analysis, Site boundary and topographic survey, Geotechnical data and analysis,
Identify necessary environmental permits and prepare application packages, Prepare Engineer's
Estimate for construction of each location, Prepare project specifications, Participate m the
Constructability Review, and Attend design-era and pre-bid meetings
E During the course of the services under the Original Agreement, the Consultant
determined that the storm flow from the adjacent high school contributed to the project's storm
drain system The City attempted to get the Palos Verdes Unified School Distnct involved with
the design (and possibly access to the school's land to incorporate a solution), but was ultimately
unsuccessful
F The delay from the City and Consultant's attempt to overcome this problem delayed
the project, and ensured that it would not be completed during its original time line The Original
Agreement expired in February of 2020
G The City and Consultant have now determined a solution to this problem, and wish
to enter into an agreement to complete the remaining portions of the Original Agreement's scope
of work
H Pursuant to the City of Rancho Palos Verdes' Municipal Code, City has authority
to enter into and execute this Agreement
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I The Parties desire to formalize the selection of Consultant for performance of those
services defined and described particularly in Article 1 of this Agreement and desire that the terms
of that performance be as particularly defined and described herein
OPERATIVE PROVISIONS
NOW,THEREFORE, in consideration of the mutual promises and covenants made by the
Parties and contained herein and other consideration, the value and adequacy of which are hereby
acknowledged, the parties agree as follows
ARTICLE 1 SERVICES OF CONSULTANT
1 1 Scope of Services
In compliance with all terms and conditions of this Agreement,the Consultant shall provide
those services specified in the"Scope of Services"attached hereto as Exhibit"A"and incorporated
herein by this reference, which may be referred to herein as the "services" or "work" hereunder
As a material inducement to the City entering into this Agreement, Consultant represents and
warrants that it has the qualifications, experience, and facilities necessary to properly perform the
services required under this Agreement in a thorough,competent, and professional manner, and is
experienced in performing the work and services contemplated herein Consultant shall at all times
faithfully, competently and to the best of its ability, 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 materials will be both of good
quality as well as fit for the purpose intended For purposes of this Agreement,the phrase"highest
professional standards" shall mean those standards of practice recognized by one or more first-
class firms performing similar work under similar circumstances
1 2 Consultant's Proposal
The Scope of Service shall include the Consultant's scope of work or bid which shall be
incorporated herein by this reference as though fully set forth herein In the event of any
inconsistency between the terms of such proposal and this Agreement,the terms of this Agreement
shall govern
1 3 Compliance with Law
Consultant shall keep itself informed concerning, and shall render all services hereunder in
accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and any
Federal, State or local governmental entity having 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
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section 1770 et seg 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 Industnal Relations ("DIR")
implementing such statutes The work performed under this Agreement is subject to compliance
monitoring and enforcement by the DIR Consultant shall post job site notices, as prescnbed 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 Industrial 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
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 subcontractor to keep
accurate payroll records and venfy such records in wntmg 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 Pnor 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 subcontractors
shall submit to the City a venfied statement of the journeyman and apprentice hours performed
under this Agreement
(0 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
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(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 dunng 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 dunng 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(11/2) 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 before commencing the performance of the work of
this contract"
Consultant's Authonzed Initials
(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
penodic 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
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1 6 Familiarity with Work
By executing this Agreement, Consultant warrants that Consultant (i) has thoroughly
investigated and considered the scope of services to be performed, (ii) has carefully considered
how the services should be performed, and (iii) fully understands the facilities, difficulties and
restnctions 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 matenally
affect the performance of the services hereunder, Consultant shall immediately inform the City of
such fact and shall not proceed except at Consultant's nsk until wntten instructions are received
from the Contract Officer
1 7 Care of Work
The Consultant shall adopt reasonable methods dunng the life of the Agreement to furnish
continuous protection to the work, and the equipment,matenals,papers,documents,plans,studies
and/or other components thereof to prevent losses or damages,and shall be responsible for all such
damages, to persons or property, until acceptance of the work by City, except such losses or
damages as may be caused by City's own negligence
1 8 Further Responsibilities of Parties.
Both parties agree to use reasonable care and diligence to perform their respective
obligations under this Agreement Both parties agree to act in good faith to execute all instruments,
prepare all documents and take all actions as may be reasonably necessary to carry out the purposes
of this Agreement Unless hereafter specified, neither party shall be responsible for the service of
the other
1 9 Additional Services.
City shall have the nght 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 wntten 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 wntten
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 nsk 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 contractors No claims for an
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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 Ten Thousand, Two Hundred Forty-Seven Dollars and Seventy-Six one
Cents($10,247 76)(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, (ill) 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
performance of sub tasks, (b) contract retention is maintained, and (c) the Contract Sum is not
exceeded, or(iv) such other methods as may be specified in the Schedule of Compensation
2 3 Reimbursable Expenses
Compensation may include reimbursement for actual and necessary expenditures for
reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in
advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4 5,
and only if specified in the Schedule of Compensation The Contract Sum shall include the
attendance of Consultant at all project meetings reasonably deemed necessary by the City
Coordination of the performance of the work with City is a cntical component of the services If
Consultant is required to attend additional meetings to facilitate such coordination, Consultant
shall not be entitled to any additional compensation for attending said meetings
2.4 Invoices.
Each month Consultant shall furnish to City an onginal invoice for all work performed and
expenses incurred dunng 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 categones
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labor(by sub-category), travel, materials, equipment, supplies, and sub-contractor contracts Sub-
contractor charges shall also be detailed by such categones 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 penod 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 nghts 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
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 restncted to,acts of God or of the public enemy,unusually severe weather, fires,
earthquakes, floods, epidemics, quarantine restnctions, nots, stakes, 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
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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„)
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
Charles S Cummins,P E President/CEO
(Name) (Title)
(Name) (Title)
It is expressly understood that the expenence, knowledge, capability and reputation of the
foregoing principals were a substantial inducement for City to enter into this Agreement
Therefore, the foregoing principals shall be responsible during the term of this Agreement for
directing all activities of Consultant and devoting sufficient time to personally supervise the
services hereunder All personnel of Consultant, and any authonzed 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 wntten approval of City Additionally, Consultant shall utilize
only competent personnel to perform services pursuant to this Agreement Consultant shall make
every reasonable effort to maintain the stability and continuity of Consultant's staff and
subcontractors, if any,assigned to perform the services required under this Agreement Consultant
shall notify City of any changes in Consultant's staff and subcontractors, if any, assigned to
perform the services required under this Agreement, pnor to and during any such performance
4 2 Status of Consultant
Consultant shall have no authonty 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 authonty is expressly conferred under this Agreement or is otherwise expressly conferred in
wnting 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
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agents of City Neither Consultant, nor any of Consultant's officers, employees or agents, shall
obtain any nghts 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 nghts
4 3 Contract Officer
The Contract Officer shall be Ramzi Awwad, Deputy Public Works Director, 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 authonty, 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 a joint venturer or a member of any joint enterprise with
Consultant
4 5 Prohibition Against Subcontracting or Assignment.
The experience, knowledge, capability and reputation of Consultant, its pnncipals and
employees were a substantial mducement 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 voluntanly or by operation of law, whether for the benefit of creditors or otherwise,
without the prior written approval of City Transfers restncted 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
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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)
(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 dunng 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,
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which may arise from or in connection with the performance of the Services hereunder by
Consultant, its agents, representatives, employees or subconsultants
(c) Primary/noncontributing Coverage provided by Consultant shall be
primary and any insurance or self-insurance procured or maintained by City shall not be required
to contribute with it The limits of insurance required herein may be satisfied by a combination of
primary and umbrella or excess insurance Any umbrella or excess insurance shall contain or be
endorsed to contain a provision that such coverage shall also apply on a pnmary and non-
contributory basis for the benefit of City before the City's own insurance or self-msurance shall
be called upon to protect it as a named insured
(d) City's nghts 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 authonzed 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 nght of recovery
against City, and shall require similar written express waivers and insurance clauses from each of
its subconsultants
(g) Enforcement of contract provisions (non-estoppel) Consultant
acknowledges and agrees that any actual or alleged failure on the part of the City to inform
Consultant of non-compliance with any requirement imposes no additional obligations on the City
nor does it waive any rights hereunder
(h) Requirements not limiting Requirements of specific coverage features or
limits contained in this section are not intended as a limitation on coverage, limits or other
requirements, or a waiver of any coverage normally provided by any insurance Specific reference
to a given coverage feature is for purposes of clarification only as it pertains to a given issue and
is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or
a waiver of any type If the Consultant maintains higher limits than the minimums shown above,
the City requires and shall be entitled to coverage for the higher limits maintained by the
Consultant Any available insurance proceeds in excess of the specified minimum limits of
insurance and coverage shall be available to the City
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(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 ensunng 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 nght 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 wntten notice of such change If such change
results in substantial additional cost to the Consultant, the City and Consultant may renegotiate
Consultant's compensation
(o) Self-insured retentions Any self-insured retentions must be declared to and
approved by City City reserves the right to require that self-insured retentions be eliminated,
lowered, or replaced by a deductible Self-insurance will not be considered to comply with these
specifications unless approved by City
(p) Timely notice of claims Consultant shall give City prompt and timely
notice of claims made or suits instituted that anse 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
01203 0006/710982 1 12
To the full extent permitted by law, Consultant agrees to indemnify, defend and hold
harmless the City, its officers,employees and agents("Indemnified Parties")against,and will hold
and save them and each of them harmless from, any and all actions,either judicial, administrative,
arbitration or regulatory claims, damages to persons or property, losses, costs, penalties,
obligations, errors, omissions or liabilities whether actual or threatened (herein "claims or
liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in
connection with the negligent performance of the work,operations or activities provided herein of
Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or entity
for which Consultant is legally liable("indemnitors"),or arising from Consultant's or indemnitors'
reckless or willful misconduct,or ansing from Consultant's or indemnitors' negligent performance
of or failure to perform any term, provision, covenant or condition of this Agreement, and in
connection therewith
(a) Consultant will defend any action or actions filed m connection with any of
said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys'
fees incurred in connection therewith,
(b) Consultant will promptly pay any judgment rendered against the City, its
officers, agents or employees for any such claims or liabilities arising out of or in connection with
the negligent performance of or failure to perform such work,operations or activities of Consultant
hereunder, and Consultant agrees to save and hold the City, its officers, agents, and employees
harmless therefrom,
(c) In the event the City, its officers, agents or employees is made a party to
any action or proceeding filed or prosecuted against Consultant for such damages or other claims
ansing 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 m such action or proceeding, including but not limited to, legal costs and attorneys'
fees
Consultant shall incorporate similar indemnity agreements with its subcontractors and if it
fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and
failure of City to monitor compliance with these provisions shall not be a waiver hereof This
indemnification includes claims or liabilities arising from any negligent or wrongful act, error or
omission, or reckless or willful misconduct of Consultant in the performance of professional
services hereunder The provisions of this Section do not apply to claims or liabilities occurnng 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
61 Records
01203 0006/710982 1 13
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 penodically 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 matenally increase or decrease the cost of the work or services contemplated herein or, if
Consultant is providing design services, the cost of the project being designed, Consultant shall
promptly notify the Contract Officer of said fact, circumstance, technique or event and the
estimated increased or decreased cost related thereto and, if Consultant is providing design
services, the estimated increased or decreased cost estimate for the project being designed
6 3 Ownership of Documents
All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes,
computer files, reports, records, documents and other materials (the "documents and materials")
prepared by Consultant, its employees, subcontractors and agents in the performance of this
Agreement shall be the property of City and shall be delivered to City upon request of the Contract
Officer or upon the termination of this Agreement, and Consultant shall have no claim for further
employment or additional compensation as a result of the exercise by City of its full rights of
ownership use, reuse, or assignment of the documents and materials hereunder Any use, reuse or
assignment of such completed documents for other projects and/or use of uncompleted documents
without specific written authorization by the Consultant will be at the City's sole risk and without
liability to Consultant, and Consultant's guarantee and warranties shall not extend to such use,
reuse or assignment Consultant may retain copies of such documents for its own use Consultant
shall have the right to use the concepts embodied therein All subcontractors shall provide for
assignment to City of any documents or materials prepared by them, and in the event Consultant
fails to secure such assignment, Consultant shall indemnify City for all damages resulting
therefrom Moreover,Consultant with respect to any documents and materials that may qualify as
01203 0006/710982 1 14
"works made for hire" as defined in 17 U S C § 101, such documents and matenals are hereby
deemed"works made for hire" for the City
6 4 Confidentiality and Release of Information
(a) All information gamed or work product produced by Consultant m
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
authonzation from the Contract Officer
(b) Consultant, its officers, employees, agents or subcontractors, shall not,
without prior wntten authorization from the Contract Officer or unless requested by the City
Attorney,voluntarily provide documents,declarations,letters of support,testimony at depositions,
response to interrogatones 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, interrogatones, 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 nght, but has no obligation, to represent Consultant or be present at
any deposition, hearing or similar proceeding Consultant agrees to cooperate fully with City and
to provide City with the opportunity to review any response to discovery requests provided by
Consultant However, this nght 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
appropnate 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 Distnct
Court, venue shall lie exclusively in the Central District of California, in the County of Los
Angeles, State of California
7 2 Disputes, Default
01203 0006/710982 1 15
In the event that Consultant is in default under the teens 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 penod 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
dunng the penod 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 nghts
or any nghts arising out of any provision of this Agreement
7 3 Retention of Funds
Consultant hereby authonzes City to deduct from any amount payable to Consultant
(whether or not ansing 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 nght to deduct or to withhold shall not, however, affect the obligations of the
Consultant to insure, indemnify, and protect City as elsewhere provided herein
7 4 Waiver
Waiver by any party to this Agreement of any term, condition, or covenant of this
Agreement shall not constitute a waiver of any other term, condition, or covenant Waiver by any
party of any breach of the provisions of this Agreement shall not constitute a waiver of any other
provision or a waiver of any subsequent breach or violation of any provision of this Agreement
Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of
the provisions of this Agreement No delay or omission in the exercise of any nght or remedy by
a non-defaulting party on any default shall impair such nght or remedy or be construed as a waiver
Any waiver by either party of any default must be in wnting 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 nghts and remedies expressly declared to be exclusive in this
Agreement, the nghts and remedies of the parties are cumulative and the exercise by either party
of one or more of such nghts or remedies shall not preclude the exercise by it, at the same or
different times, of any other nghts or remedies for the same default or any other default by the
other party
01203 0006/710982 1 16
7 6 Legal Action.
In addition to any other nghts or remedies, either party may take legal action, in law or m
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 Contractor and its sureties shall be liable for and shall pay to the City the sum of Zero Dollars
($0) 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 nght to terminate this
Contract at any time, with or without cause, upon thirty (30) days' wntten notice to Consultant,
except that where termination is due to the fault of the Consultant, the penod 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' wntten notice to City,except that where termination is due to the fault of the City,the penod
of notice may be such shorter time as the Consultant may determine Upon receipt of any notice
of termination, Consultant shall immediately cease all services hereunder except such as may be
specifically approved by the Contract Officer Except where the Consultant has initiated
termination, the Consultant shall be entitled to compensation for all services rendered prior to the
effective date of the notice of termination and for any services authorized by the Contract Officer
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),
01203 0006/710982 1 17
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 m 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 m any way hinder Consultant's performance of services under this
Agreement Consultant further covenants that in the performance of this Agreement, no person
having any such interest shall be employed by it as an officer, employee, agent or subcontractor
without the express written consent of the Contract Officer Consultant agrees to at all times avoid
conflicts of interest or the appearance of any conflicts of interest with the interests of City in the
performance of this Agreement
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 m 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, mantal status, national origin, ancestry or other protected class in the performance of
01203 0006/710982 1 18
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, mantal 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 unauthorized aliens for the performance of work and/or services covered by this Agreement,
and should any liability or sanctions be imposed against City for such use of unauthonzed aliens,
Consultant hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions
imposed, together with any and all costs, including attorneys' fees, incurred by City
ARTICLE 9 MISCELLANEOUS PROVISIONS
91 Notices
Any notice, demand, request, document, consent, approval,or communication either party
desires or is required to give to the other party or any other person shall be in writing and either
served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager
and to the attention of the Contract Officer(with her/his name and City title),City of Rancho Palos
Verdes, 30940 Hawthorne Blvd , 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 wnting
Notice shall be deemed communicated at the time personally delivered or m seventy-two (72)
hours from the time of mailing if mailed as provided in this Section
9 2 Interpretation
The terms of this Agreement shall be construed m 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
01203 0006/710982 1 19
the City Council The parties agree that this requirement for wntten 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 junsdiction, 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 cavy out the intent of the parties hereunder
unless the invalid provision is so matenal that its invalidity depnves either party of the basic benefit
of their bargain or renders this Agreement meaningless
9.6 Warranty& Representation of Non-Collusion
No official,officer,or employee of City has any financial interest,direct or indirect, in this
Agreement, nor shall any official, officer, or employee of City participate in any decision relating
to this Agreement which may affect his/her financial interest or the financial interest of any
corporation, partnership, or association in which (s)he is directly or indirectly interested, or in
violation of any corporation, partnership, or association in which (s)he is directly or indirectly
interested, or in violation of any State or municipal statute or regulation The determination of
"financial interest" shall be consistent with State law and shall not include interests found to be
'remote" or "noninterests" pursuant to Government Code Sections 1091 or 1091 5 Consultant
warrants and represents that it has not paid or given, and will not pay or give, to any third party
including, but not limited to, any City official, officer, or employee, any money, consideration, or
other thing of value as a result or consequence of obtaining or being awarded any agreement
Consultant further warrants and represents that(s)he/it has not engaged in any act(s), omission(s),
or other conduct or collusion that would result in the payment of any money, consideration, or
other thing of value to any third party including, but not limited to, any City official, officer, or
employee, as a result of consequence of obtaining or being awarded any agreement Consultant is
aware of and understands that any such act(s), omission(s) or other conduct resulting in such
payment of money, consideration, or other thing of value will render this Agreement void and of
no force or effect
Consultant's Authonzed 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 authonzed 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 entenng 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 0006/710982 1 20
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date and year first-above wntten
CITY.
CITY OF RANCHO PALOS VERDES, a
munici.• - 0 Si : •
• a ihraman, City Manager
ATTEST.
04.y.ceitutitizd.
, City Clerk
'TroILF, --forlic o k"
APPROVED AS TO FORM.
ALESHIRE & WYNDER, LLP
Ze),1-41 41^1`
William Wynder, City Attorney
CONSULTANT
DCA CIVIL 0, INEERING GROUP, INC , a
Calif() . o •. : .
bli
By
Name Charles S Cummins
Title President/CEO
By
( Olt.A. ZE.4.4t., E et-L/Nt./114:4"..41
Name Barbara Cummins
Title Corporate Secretary
Address 17625 Crenshaw Blvd , Suite 300
Torrance, CA 90504-3495
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 0006/710982 1 21
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate venfies 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 5/t ,2021 before me' aeSIVW tCY1,personally appeared'( CuMMr ,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 authonzed 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 Caldorpigtha lelouQ:11 w parggrgph is true
and correct )j THERESA MIDDLETON
Notary Public-California
iJ
WITNESS hand and official se •' Los Angeles County
:.
'lam Commission*2230314
n n �, — —' — My Comm Expires Feb 28 2022■
Signature �(�/ a
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
❑ INDIVIDUAL C tot-Lt OIZAPC.il ‘AttOS \J0rc,
0 CORPORATE OFFICER CO \4rCLL E A9reenekeak
S eGc� rtf TITLE OR TYPE OF OCUMENT
TITL
❑ PARTNER(S) ❑ LIMITED 3I
❑ GENERAL NUMBER OF PAGES
❑ ATTORNEY-IN-FACT
❑ TRUSTEE(S) 'J
❑ GUARDIAN/CONSERVATOR LA ILI I 2_0 2(
❑ OTHER DATE OF DOCUMENT
SIGNER IS REPRESENTING C 1e5 1m ;
(NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABCJ E
t)cpti Ctv><l bancol Grcx.p
01203 0006/710982 1
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 S 11 ,2021 before mpersonally appearedCMjl C ns ,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
Yri44, THERESA MIDDLETON
47:400: Notary Public-California
WITNESS my hand and official seal lo
: ;r3 -� s Angeles County Z
.: W Commission r 2230314 —
Signature 161/11_4-0•--Lith- 1
My Comm Expires Feb 28 2022
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
❑ INDIVIDUAL Ck 4-L1 OZZ''�` SVc cd
CORPORATE OFFICER CO r*GtL--t L'eW.e{(n4
Pmr-Dicsert-t/ C-E-o TITLE OR TYPE OF DOCUMENT
TITLE(S) 1
❑ PARTNER(S) 0 LIMITED J `
❑ GENERAL NUMBER OF PAGES
❑ ATTORNEY-IN-FACT
❑ TRUSTEE(S)
❑ GUARDIAN/CONSERVATOR l2o2.1
❑ OTHER DAT OF DOCUMENT
SIGNER IS REPRESENTING B0.v bC ra Ct��w`0 &
(NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE
01203 0006/710982 1
EXHIBIT "A"
SCOPE OF SERVICES
I Consultant will provide a vanety of engineering services to improve City's understanding
of City drainage system(s), to confirm (or modify as needed) recommendations from the
Year 2 Schedule for City's Master Plan of Drainage (found here
http//www rpvca gov/DocumentCenterNiew/7236/MPD---Ch-13---CIP-Programpdf)
and then implement the identified(or modified)projects for the first program year of City's
MPD(the"Services")
Background and Summary of Scope of Services
City's Public Works Department recently completed a Master Plan of Drainage(MPD)that
identified deficiencies in City's drainage system(s) (found here
http//www rpvca gov/901/Master-Plan-of-Drainage) The MPD identified deficient pipes
based on computer modeling and previously performed video inspection of City's drains
Deficiencies were categonzed as either capacity or condition deficiencies, respectively
The list of deficiencies were then pnontized based on nsk and programmed into a 10-year
plan to implement corrections (MPD, Chapter 13) This program is known as the Storm
Drain Deficiency Improvement Program (SDDIP) (found here
http//www rpvca gov/DocumentCenterNiew/7236/MPD---Ch-13---CIP-Programpdf)
Consultant shall provide engineenng services to venfy field conditions, hydrologic and
hydraulic modeling to confirm recommendations from the MPD modeling results (or
identify a more appropnate project scope), develop construction documents for
rehabilitation and or improvements (including geotechnical and survey investigations),
develop easement documents where needed, provide engineenng support dunng
construction (including venfication of contractor layout and development of record
drawings) and updating City's GIS (Geographic Information Systems) database and XP-
SWMM (Storm Water Management Model) drainage model reflecting the rehabilitation/
improvement projects
To date, Consultant has completed the following portions of the Project Review existing
records and data,Venfy location of storm drams,Venfy hydrologic and hydraulic analysis,
Site boundary and topographic survey, Geotechnical data and analysis, Identify necessary
environmental permits and prepare application packages, Prepare Engineer's Estimate for
construction of each location, Prepare project specifications, Participate in the
Constructability Review, and Attend design-era and pre-bid meetings
Specific Tasks to be Performed
(A) Prepare construction plans as follows
Consultant shall prepare sheets using AutoCAD in plan and profile style for pipe
segments,or structural detail style for structures at appropnate scale in 24"x36"format
Details and notes shall incorporate all City required items,National Pollutant Discharge
01203 0006/710982 1 A-1
Elimination System (NPDES) requirements, with details (including but not limited to
those listed below) as necessary to construct
Plans shall include the following details in the construction plans
• Pavement thickness when excavation through pavement is required
• Location of all utilities, buried and overhead
• Location of vegetation
• Property, boundary and easement delineations
• Topographic base map with appropriate elevation intervals
• Existing storm drain facility dimensions and locations
• Items to be protected m place
• Restoration plans for disturbed areas
• Trench and backfill details
• Traffic control plans, as necessary
• Erosion and sediment control plans
• Limits of pipe replacement sections
• Limits of soil disturbance with area calculations
• Location and limits of repair area and any staging areas authorized by the City
• Approximate depth to repair areas
All plan sheets for bidding and construction shall be appropriately stamped by an
expenenced Civil Engineer (or other appropriate discipline, e g , Geotechnical Engineer)
registered in the State of California, and include a line for City approval by the Director of
Public Works in the signature block All plans shall be delivered to the City in both printed
and electronic formats Electronic submittals shall include* pdf and * dwg files,and shape
files or geodatabase format and shall be compatible with the City's GIS system City GIS
Department will provide data Consultant will edit GIS data m shapefile or file geodatabase
format
(B) Bid Analysis and Identify Lowest Responsive Bidder After bids are opened,
Consultant shall perform comparative analysis of bid items for four lowest bids with
engineer's estimate Confirm bid accuracy and submission of all required bid
documents of apparent low bidder to determine lowest responsive bidder Consultant
shall identify lowest responsive bidder
(C) Engineering support during construction Including but not limited to, venfication of
the construction contractor's layout survey to design documents, response to RFI's
(requests for information), evaluation of value engineering or change orders,
preparation of record drawings ("as-builts"), etc (Construction Management and
Inspection services are not included m this Scope of Work)
II As part of the Services, Consultant shall prepare and deliver the following tangible work
products to the City
A Final Plans, Specifications, and Estimate("PS&E")
01203 0006/710982 1 A-2
III In addition to the requirements of Section 6 2, dunng performance of the Services,
Consultant shall keep the City appraised of the status of performance by delivenng the
following status reports
A 90% Design Report
IV All work product is subject to review and acceptance by the City and must be revised by
the Consultant without additional charge to the City until found satisfactory and accepted
by City
V Consultant will utilize the following personnel to accomplish the Services
Steve Cummins, PE—Pnncipal Engineer
Chns Herrera, EIT—Project Manager
Vahe Nercissian, EIT—Project Engineer
Teddy Cabrera—Engineering Assistant/Rodman
Gabnel Lovato—Administration
01203 0006/710982 1 A-3
EXHIBIT "B"
SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
Added text is indicated in bold italics, deleted text is indicated in stnkethfeligh
I Section 1 6,Familiarity with Work,is amended to read.
1 6 Familianty with Work
By executing this Agreement, Consultant wafFentsrepresents that Consultant (i) has
thoroughly investigated and considered the scope of services to be performed, (ii) has carefully
considered how the services should be performed, and (iii) full3frunderstands, consistent with the
standard of care, the facilities, difficulties and restnctions attending performance of the services
under this Agreement If the services involve work upon any site, Consultant misrepresents
that Consultant has or will investigate the site and is or will be acquainted, consistent with
the start of care,with the conditions there existing,pnor to commencement of services hereunder
Should the Consultant discover any latent or unknown conditions,which will matenally 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
II Section 7 7, Liquidated Damages,is hereby deleted in its entirety
01203 0006/710982 1 B-1
EXHIBIT "C"
SCHEDULE OF COMPENSATION
I The Consulting Firm shall perform the Services in the following project design
phases, and shall complete each project design phase within following the time periods and
limitations.
TASK/PROJECT PHASE DURATION HOURS SUBBUDGET
A Preparation of Project Specifications 1 Week 8 $811 80
Preparation of Construction Plans 4 Weeks 64 $6,553 80
Preparation of Engineer's Cost 1 Weeks 8 $811 80
Estimate
Constructability Review 1 Week 6 5 $631 80
Project Meetings 1 Week 7 $686 80
B Perform Bid Analysis and Identify 1 Week 7 5 $751 76
Lowest Responsive Bidder
C Construction Assistance TBA*
TOTAL $10,247 76
*The time line for Task C, Construction Assistance, will track the project schedule that
City will create with the construction contractor
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 21, 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
01203 0006/710982 1 C-1
B Lme items for all matenals and equipment properly charged to the Services
C Line items for all other approved reimbursable expenses claimed, with supporting
documentation
D Lme items for all approved subcontractor labor,supplies,equipment,matenals,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 0006/710982 I C-2
EXHIBIT "C-1"
CONSULTANT BILLING RATES
I Consultant's billing rates for all personal are as follows
HOURLY
RATE
A Principal Engineer $215
B Project Manager, PE $140
C Project Engineer $125
D Entitlement Specialist $130
E Engmeenng CAD $78
Assistant
I Administration $75
I Reimbursable Expenses --
J Subconsultants --
01203 0006/710982 I C-3
EXHIBIT "D"
SCHEDULE OF PERFORMANCE
I. Consultant shall perform all services timely in accordance with the following
schedule
TASK/PROJECT PHASE DURATION START FINISH
A Preparation of Project Specifications 1 Week 4/12/21 4/19/21
Preparation of Construction Plans 4 Weeks 4/12/21 5/10/21
Preparation of Engineer's Cost 1 Week 5/11/21 5/18/21
Estimate
Constructability Review 1 Week 5/19/21 5/26/21
Project Meetings 1 Week TBD TBD
B Perform Bid Analysis and Identify 1 Week TBD TBD
Lowest Responsive Bidder
C Construction Assistance TBD TBD TBD
Total 40 Business 4/12/21 TBD
Days
*The time line for Task I, Construction Assistance, will track the project schedule that City will
create with the construction contractor
II Consultant shall deliver the following tangible work products to the City by the
following dates
III The Contract Officer may approve extensions for performance of the services in
accordance with Section 3 2
01203 0006/710982 1 D-l